FILED BY NORANDA INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933
SUBJECT COMPANY: FALCONBRIDGE LIMITED
COMMISSION FILE NO.: 33-95280
Noranda Inc. Transcript of Question and Answer Period
From Analyst/Media Conference Call on March 9, 2005
MODERATOR: DENIS COUTURE
MARCH 9, 2005
8:30 AM EST
INVESTOR INFORMATION
This communication is being made in respect of the proposed combination
(the "Merger") involving Noranda Inc. and Falconbridge Limited. The
proposed Merger will be completed by way of a share exchange take-over bid
under which Falconbridge common shareholders (other than Noranda) will be
offered 1.77 Noranda common shares for each Falconbridge common share. In
connection with the proposed Merger, Noranda will prepare and file with the
U.S. Securities and Exchange Commission (the "SEC"), if required, a
registration statement on Form F-8 containing a share exchange take-over
bid circular to be delivered to the shareholders of Falconbridge. Noranda,
if required, will be filing other documents regarding the proposed Merger
with the SEC.
INVESTORS ARE URGED TO READ CAREFULLY THE SHARE EXCHANGE TAKE-OVER BID
CIRCULAR WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents filed with the SEC free of
charge at the SEC's website (www.sec.gov). In addition, documents filed
with the SEC by Noranda may be obtained free of charge by contacting
Noranda at 416-982-7111.
Operator: Thank you. Ladies and gentlemen, if you would like to
register a question please press the 1 followed by the
4 on your telephone. You will hear a three toned prompt
to acknowledge your request.
If your question has been answered and you would like
to withdraw your registration, please press the 1
followed by the 3. If are you using a speakerphone,
please lift your handset before entering your request.
One moment please for the first question.
Our first question comes from the line of (Louie
Sarkes) from Chesapeake Partners. Please go ahead.
(Louie Sarkes): Hi, I have a couple of questions. One, in terms of
Brascan, with the reduction in their investment, will
they commit to not selling shares after the issuer bid?
Derek Pannell: I think you should refer those questions on Brascan's
intentions to Brascan themselves. But clearly, Brascan
have indicated they are very supportive of this
transaction.
(Louie Sarkes): Right. But it doesn't mention if they will be a seller
in the open market after the fact or not.
Steve Douglas: We can't -- again, as Derrick alluded to, you have to
follow it up with Brascan. We're not in a position to
comment or reply on that.
(Louie Sarkes): Okay. Thank you.
Operator: Our next question comes from the line of Terrence
Ortslan from TSO and Associates. Please go ahead.
Terrence Ortslan: Thank you. Good morning. Who will be Chairman of the
new Company? Everybody was mentioned but the chairman?
Derek Pannell: I think that will be for the Board to decide.
Terrence Ortslan: Okay. Could we also assume, Derek and the group there,
that after this transaction will be consummated, or is
on the verge of being done, it will be certain things
like China Minmetals will not be pursued anymore?
Derek Pannell: I'm sorry, could you just repeat that please, Terry?
Terrence Ortslan: Well, as of yesterday, the market speculation was that
China Minmetals is still in the picture as other
options are, for Brascan to consider for Noranda. Does
this mean that it will be not pursued and will be
terminated, the discussions, or any discussions with
any partners?
Derek Pannell: Well, I think clearly, we are moving ahead with this
transaction. We have been talking to China Minmetals
now for some six to nine months, certainly some
considerable time, and we have developed with them a
very good working relationship. And I think as our
release indicates, we would like to maintain good
working relationship, build on those contacts that
we've made, and would like to see some kind of
strategic alliance brought about with them. So that
there is a distinct possibility that they would be
interested in working with us in the future.
Now, we would expect to have that clearly available if
there were any changes before the transaction is ready
for the votes. But it is not in any way going to change
the transaction as this one goes forward. So we're not
expecting China Minmetals to come back in any major
way.
Terrence Ortslan: So, what you're saying is that Derek, it is not
dependent on the China Minmetals transaction and
whatever happens in the future is another issue?
Derek Pannell: There is no expectation on our part that China
Minmetals will be bidding for a major part of the
company. They may very well want to buy a small part,
and have some kind of off-take type arrangements, but
that sort of thing could be done with any company. But
certainly we're interested in working with them and
voting on those relationships.
Steve Douglas: Terry, it is Steve. The only comment I would add is
that all of the, sort of the equity side of the fence
is all buttoned up in this presentation and there is
nothing else contemplated outside of that box.
Terrence Ortslan: Got you. Okay. Just back to Brascan, would you be
asking or will there be any standstill for awhile there
where they we will not be able to sell or dispose of
their shares or will there always be overhanging in the
market?
Derek Pannell: Brascan has agreed to tender all of its shares to the
issuer bid.
Steve Douglas: Again, Terry, you have to look to Brascan but I think
they have expressed their support and I believe they
have actually issued a press release this morning as
well but questions of that nature should be directed to
Brascan.
Terrence Ortslan: Okay. Last question. Because of the merger, there's
always synergies and costs. I think has been a lot of
synergies over the last few years. For Falconbridge and
Noranda, operationally and financially, are any more
synergies left? Any more costs left to consider?
Severance and anything else? Thanks.
Derek Pannell: In terms of synergies, we are expecting of the order of
$5 to $10 million. I think the remaining that we can
squeeze out in terms of restructuring cost, and so on,
they're relatively minor and added all together I
wouldn't say it was a material amount.
Terrence Ortslan: Well, we're glad that this marriage finally happened.
So let's go on. Thank you.
Derek Pannell: Thank you.
Operator: Our next question comes from the line of Michael Brown
from Enterprise Capital. Please go ahead. Mr. Brown,
your line is open, sir. We cannot hear you.
Michael Brown: Hello, you can hear me now.
Operator: We can, sir. Please go ahead.
Michael Brown: What happens if the Falconbridge doesn't go through and
you've presented to lever up your balance sheet with no
access to cash flow?
Steve Douglas: Well, the package we presented here today is an all
encompassing plan, we think the deal is very compelling
from...
Michael Brown: They're not contingent is, is that correct?
Steve Douglas: No they're not contingent. They're not linked. Again
we're going back to the focus of the end is putting
together this company. We think that the terms that
have been discussed and the support of both Boards
lends some credibility to the fact and at the end of
the day this will be a very positive transaction. What
we're missing here, as well, is we cannot under
appreciate the impact of putting these two together and
dealing with the structure issues and rising both on
tide, because the expansion in the multiples and the
potential for everybody involved here is enormous.
Michael Brown: Okay. I do believe you could have extracted a
standstill from Brascan, being that their liquidities
are being taken care of in a major extent, with no
offsetting value to other shareholders. The least you
could have done is extracted a standstill.
Steve Douglas: I think under the terms of the deal that we have put on
the table here, we cannot underestimate the supportive
nature of them in terms of allowing us to do this,
putting the leverage into place to make sure this is
not as dilutive as it potentially could have been. And
I think one of the big impetus here to be able to put
all this together has been the willingness to
participate in the structure we put into place.
Other considerations were obviously considered by the
Board. We had advisors on both sides of the fence deal
with this, and you know, we are just looking forward to
getting on with the revised structure because we think
it creates a ton of value for everybody.
Michael Brown: Okay. Good luck.
Derek Pannell: Thank you.
Operator: Our next question comes from the line of Chris Demis
from - he is an independent analyst.
Chris Demis: Good morning and congratulations on deal. You know I've
been arguing for such a deal for quite a while so I'm
very happy to read about it this morning. Just a couple
of technical questions. Those preferred shares, will
the shareholders get a choice of which series they can
assume? And secondly, how do those dividends qualify as
interest expense? I mean the preferred dividends should
be after tax?
Steve Douglas: First of all, there is not an interest series
proration. The proration will be subject to whatever
you bid. If you tender, you will have a situation where
you will just get prorated between the three series.
The treatment of interest expense is not drawing a
distinction for tax purposes, it is just the current
accounting inventions, and I won't get into detail
here, is that shares of the attributes of that are to
be settled potentially with a variable amount of shares
or cash, qualified as debt. And the movement of the
dividends in the interest expense is merely reflective
of the characterization on the balance sheet.
Chris Demis: Okay. Just on a second question on the Board, there is
a fair bit of overlap, you know, I've submitted three
shareholder proposals to Noranda for an additional two
directors, independent and nonrelated to Brascan. Where
do you see the board shaping up on this?
Derek Pannell: Well, the intention now is to put the two Boards
together. And this will be clear in the circulars that
go out, but I will give you the general idea, and that
is to put the two Boards together, so that the
Independent Directors of Falconbridge will become
Directors of the new Board. So that in effect, the
representation of Brascan on the overall Board will
reflect the diminished ownership of the company, but
bearing in mind that also the owners of the preferred
shares will also have an ability to elect a couple of
directors.
So we would expect the way the thing is put together,
that the representation of Brascan on the Board would
be reduced, and the size of the Board would increase
and the representation would represent their ownership
as it decreases.
Chris Demis: Okay. Thank you. We will discuss that. And basically,
way to go.
Derek Pannell: Thank you.
Chris Demis: I appreciate it. Thank you.
Operator: Our next question comes from the line of Edward
Guinness from Teitelman. Please go ahead please.
Edward Guinness: Yeah, hi, a couple of quick technical questions. Will
Falconbridge shareholders receive another dividend
prior to the tender closing and will they then be
eligible for a further Noranda dividend?
Steve Douglas: There are dividends declared at this point in time in
the market and both Noranda and Falconbridge have made
it clear as to the record dates and the payment dates
on that. The next board meeting, which will be held in
April, will consider any subsequent dividends in the
context of what we're doing but at this point in time
those are the declared and payable will be paid.
Edward Guinness: Okay. And would you expect to declare another one for
Falconbridge?
Aaron Regent: It is Aaron Regent here. I think that will be
considered at the Board, so I don't want to make a
decision ahead of that.
Edward Guinness: Okay. And the second question is, what percentage
holding do you need to be able to possibly repurchase
the remaining shares outstanding in Falconbridge?
Derek Pannell: It is 50% of the minority that is outstanding, that is
not Noranda owned. So I think there are 41%
approximately shares not owned by Noranda so we would
need 50% of that in order to force through the closing.
Edward Guinness: Thank you.
Operator: Our next question comes from the line of Onno Rutten
from Scotia Capital. Please go ahead.
Onno Rutten: Good morning, Derrick and Aaron. A few quick questions.
First of all, the EPS impact from the pro forma at 2004
for Falconbridge shareholders, am I correct in
observing that this transaction would be slightly
dilutive on an earnings impact for Falconbridge
shareholders?
Aaron Regent: You're right. For Falconbridge, last year our EPS was
around $3.71 per share so if you work out the math and
you take the pro forma of the new Noranda/Falconbridge
at, 1.77, you will see the impact, so we will be
slightly dilutive to the Falconbridge shareholders.
Onno Rutten: So in the Fairness Opinion which metrics were being
used besides EPS, just on a metrics basis?
Aaron Regent: I think that the Fairness Opinion, as you are probably
more of an expert than I am, but it could be a number
of different aspects. There is the quantitative aspects
as well as qualitative aspects. On the quantitative
aspects, net asset value calculations of both
Falconbridge and then the new co and the consideration
that was received was a factor. And market precedence
was compared, as well as a multiple analysis was
prepared for Falconbridge and post Falconbridge.
So I would say that is a number of factors that went
into the determination of whether it is fair but I
wouldn't say that there was one specific factor that
dramatically outweighed the rest. But I would say that
this will be disclosed in the directors' circular that
we will be mailing in the next week or so.
Onno Rutten: Okay. Thank you. And then the time line, when do you
anticipate to start the issuer bid and when do you
start the exchange takeover bid?
Derek Pannell: We would expect the issuer bid transaction to terminate
towards the end of April around the Noranda annual
general meeting, which is on the 26th. We would expect
the issuer bid to close then, and we would expect the
merger transaction to close approximately five days
after that, so that would put it in the very beginning
of May.
And then there would be the follow-up on the
transaction. Which could be sort of three months before
that whole thing is finished. But the first part would
be the five days after the completion of the issuer
bid.
Onno Rutten: And the issuer bid commences as soon as...
Derek Pannell: We expect it to be in the next 10 days or so.
Onno Rutten: Okay.
Derek Pannell: We have a bit of a target date for March 21.
Onno Rutten: Okay. Very well. Thank you.
Operator: Our next question comes from the line of Katherine
Sterrit at Scotia capital. Please go ahead.
Katherine Sterrit: Good morning. Just a quick question on the preferreds,
will those be listed on the TSX?
Steve Douglas: Potentially. It would all be subject to the
qualification so I don't want to say that one way or
another they will be definitively listed but they
potentially could be.
Katherine Sterrit: Is it your intent, though, to list them, if you can?
Steve Douglas: If they potentially qualify, I believe we would pursue a
listing, yes.
Katherine Sterrit: All right. Thank you.
Operator: Our next question comes from the line of Michael Brown
from Enterprise Capital. Please go ahead.
Michael Brown: I was just asking about the timeline that's been
answered. Thank you very much.
Operator: Our next question comes from the line of Nick Elfner
from Merrill Lynch. Please proceed with your question.
Nick Elfner: Thank you. As it relates to the rating agencies, do you
think they will express concern about the pretty
significant decline in pro forma fixed charge coverage
ratio and the addition of preferred stock/debt at the
expense of common equity? And I would note that Moody's
does appear to still have your rating under review for
downgrade and they mentioned the resumption of
increasing leverage could result in downgrade.
Steve Douglas: We've obviously been in contact with the rating
agencies and I don't wish to presuppose what their
opinion is going to be, as we've not really seen it,
and to give them time to address and absorb what is
going to happen here. I think if you actually dialogue
with the rating agency, the test is usually on these
ones, a balance between the unconsolidated and the
consolidated. And they did pay some heed to the
structure, so not only are we focused here today on the
cleanup from the equity side of the fence but we think
the access to those consolidated cash flows down below
us is an enormous credit positive.
And in fact look at the cash flow generation. Just on
the operating side, from what we've seen this year and
the outlooks we have given metal prices as they
currently stand, the ability for us to service our
debts within the context of our operating cash flows is
very strong, and in fact, we were looking at a
significant delevering over the next couple of years.
This leverage that we're putting into place today is
different from most leverage in that it does have some
triggers and other things that we can utilize to give
us some downside protection, but if you look at the
context of our overall leverage ratios, our cash flows
and the ability for us to service these, we have no
concerns that this hurts our credit perspective. In
fact, it enhances it greatly, and we will obviously be
dialoguing with the rating agencies to ensure that we
get a fair hearing.
Nick Effler: Thank you.
Operator: Our next question comes from the line of Alberto Arias
from Goldman Sachs. Please go ahead.
Alberto Arias: Yes, good morning, gentlemen. Maybe a follow-up
question on the Minmetals relationship. You're very
specific in your press release talking about this as a
strategic alliance with regards to some of the
commercial uptake on some development projects. Could
you please elaborate. Were these alternatives that
China Minmetals was considering to the takeover bid for
Noranda prior to this discussion? And how do they feel
about this transaction if you could comment on that.
And also, specifically, which development projects are
you talking about here, and are they going to finance
some of the help with the financing of those projects.
Derek Pannell: Yeah, the relationship which, as I said, we spent a lot
of time working with China Minmetals and their banker,
the CDB, the China Construction Bank. And we have
developed in that period of time some very strong
relationships and a desire to work together for the
benefit of both companies, if it's possible.
And my view, and the view of the management is that
China is going to be -- and in fact is a major consumer
of our products, and they are extremely keen to work
with us, having seen our management group, and the
assets that we have, and we are keen to establish a
good working relationship with the largest importer of
base metals into China.
So I think -- and the time that we spent, we don't want
to lose the goodwill and the momentum that's been
created between the two companies. So we've looked at
sort of what's expressed, I guess, as a general view,
and there both working together on projects. We don't
have the details yet. But, you know, I can give you
some examples; one would be the El Morrow or El Pachon
projects where we would be looking at perhaps China
Minmetals and the China Development Bank to help us
with financing and off-take arrangements in return for
allowing them to participate in the project.
They're looking for concentrates; we're looking to
build mines profitably. I think there is a good mix
there. Another opportunity that we see working with
them is on exploration and activities in China where
we've been reluctant so far to invest capital in China.
I think working with a company like China Minmetals,
having established the relationship, opens up a whole
set of prospects for us that we would not otherwise
have followed up.
So I think the relationship -- I'm just trying to
characterize it generally, and we need to negotiate the
specifics of those, so that we have a relationship that
is fair and advantageous for both us and China
Minmetals.
Steve Douglas: I think the other comment that may be relevant here is,
is this in no way, shape, or form, changes our
discipline on what we are going to do or when and the
same rigger and equation that we typically apply to any
project remains in our domain and our control, and we
just think they're enhancers with respect to any
potential projects we do.
Alberto Arias: And just a follow-up on that, this strategic alliance,
is this a proposal of Noranda to Minmetals or is this
something that has already been established and is the
first time that you are announcing that both companies
have this strategic alliance, and that's going to be
the alternative that is going to be pursued from the
point of view of Minmetals.
Derek Pannell: This is the first time that we've announced it as a
strategic alliance. And there was an announcement that
we had exclusive negotiations with them at one time.
This is the first time that it has been announced as a
strategic alliance which is a clear change from where
we were before. I can't tell you exactly who thought of
it first, but I think it is something that we both are,
I think, very positive about, both China Minmetals and
Noranda Falconbridge.
Alberto Arias: All right. Thank you.
Operator: Our next question comes from the line of David Charles
from GMP. Please go ahead.
David Charles: Yeah, good morning. Aaron and Derek, maybe just a quick
question, more of clarification. You mentioned earlier
that given that Brascan's position potentially could be
reduced through this deal, or the transaction, that
their position on the Board would reflect this, but at
the same time you mentioned that the preferred
shareholders would likely have a representation on the
board. I'm just wondering, is it possible that whereas
Brascan might go down a little bit on the common share
side, they would pick it up on the preferred share
side, you know, given that they could have a prorata
position in the issuer bid, so I'm just wondering, can
you clarify just what Brascan's position would be on
the Board, when this thing finally sort of plays out.
Derek Pannell: Yeah, I think if you look at the two votes together and
I think I got the numbers together, if you add them up
you get 17 people and Brascan would be down to 5.
David Charles: Okay. Thank you.
Derek Pannell: And that assumes that they get the two seats from the
preferred shares.
David Charles: And correct me, just so I have - how many do they have on
the Board now?
Steve Douglas: It is roughly proportionate with 43%, roughly, their
interest in common shares.
Derek Pannell: I think it is 6 out of 13 or something like that.
David Charles: Okay. Thank you very much.
Operator: Our next question comes from the line of (Mike Peel)
from Barclays Capital. Please go ahead.
Mark Pibl: Hi, it is Mark Pibl with Barclays. Two questions
relating to the debt. First is will the Noranda debt
and the Falconbridge debt be at the new Holdco and will
they be pari passu or will they remain -- will there
will be two operating companies under the new co?
Steve Douglas: At this point in time, the structure we're
contemplating is we've acquired the minority and we
merge two companies operationally, but the legal
standpoint will have to be addressed. Ultimately, we
did not want to overly confuse this transaction with
other votes and the like to put the two together but
eventually we will weigh the merits of bringing that
debt up to the consolidated entity along with the other
preferreds that sit in the Falconbridge structure, but
that's not been contemplated at this point in time.
Mark Pibl: Okay. As a follow-up, will there be a new bank facility
created at the Holdco effectively, at the Newco, that
will supersede the bank facilitates at both the old
Noranda and the old Falconbridge?
Steve Douglas: Let me just clarify first of all it is probably our
intention that we are going to take up and consolidate
the two. There is no discussions or contemplation at
this time to put in some sort of a super senior
facility that would go over everybody else. I think
again back to my point on the cash flow generation, the
relationships we currently have with the banks and the
assets and the cash we have on hand today, the need for
financing in the medium and short term is imminently
being taken care of.
Aaron Regent: If I can add though, both companies currently have
separate banks, banking arrangements with commercial
banks, and clearly, as we go forward over the next few
months, we will have to sit down with our bankers and
discuss with them what an optimal structure might be,
but that's not something we've done today.
Mark Pibl: Yeah, I apologize to be so opaque about this, but this
question sort of pertains to your upcoming debt
maturities, in July, for Noranda, and in September for
Falconbridge, each of about $200 million or so. So I
was curious if the intent was to just pay those
maturities down with cash, or to refinance in the
public markets and then, you know, the mechanics behind
that, if you draw down on a bank facility. And then,
you know, refinance at a later date or so.
Steve Douglas: I think it is clear that we have the resources to deal
with those maturities irrespective of any additional
financing, but clearly when we achieve what we hope to
achieve here today, the options will open up to us, and
we will make the call at that time.
Mark Pibl: Okay. Thanks.
Operator: As a reminder, ladies and gentlemen, to register for a
question, press the 1 followed by the 4 on your
telephone. Our next question comes from the line of Bob
Lyon from CI Mutual Funds. Please go ahead.
Bob Lyon: Hi, good morning. There have been a lot of chatter
around the aluminum division, if Minmetals had gone
through creating a separate aluminum company, can you
talk at all to what your plans are for that division?
Do you see it as core going forward or any thoughts
there?
Derek Pannell: I think it is premature to speculate on sort of what we
might do, I think all of the options are open, we're
extremely happy with the performance of the aluminum
division, particularly now we've brought in the bauxite
and the alumina operations, we're just almost at a new
power contract, so we're very happy with those. I think
as this transaction goes through, we will be looking at
all sorts of alternatives, so we're not in a rush to
make any kind of move. I think very solid structure
within a lot of opportunities to grow and change. So
no.
Bob Lyon: Thank you.
Operator: Our next question comes from the line of Victor
Lazarovici of BMO Nesbitt Burns. Please go ahead.
Victor Lazarovici: Thank you. I have a question about the squeeze -- or
the tender of the minority of Falconbridge. The
condition is that you get a majority of the minority,
but does that imply that if you get 51%, you can
squeeze out the other 49%, or are you saying that you
will take up whatever is tendered above 51% and leave
an outstanding minority?
Aaron Regent: Victor, it is Aaron. The way the deal is structured is
that there is a minimum bid condition which Noranda has
to acquire a majority of the minority of Falconbridge
in order to combine the two companies. We did have
fairly lengthy discussions, the initial proposal was
any or all and that's where the committee renegotiated
back with Noranda said no, we think it is more
appropriate to be a majority of the minority. If the
majority minority is acquired, then there is a
mechanism where you can complete a second stage of
amalgamation and effectively combine the two companies.
That would be the intention.
Victor Lazarovici: So there is a squeeze-out provision.
Aaron Regent: Yes.
Victor Lazarovici: The other question I have relates to the financial
restructuring of the companies and legal entity
structures. Is there anything that this transaction
does that puts a limit on what either company or the
combined company can do in terms of acquisitions using
its shares? Or any covenants attached to the press? Or
the bank lines that would muddy things up until you do
the subsequent financial restructuring that was
referred to?
Steve Douglas: Victor, this has been structured in a very, I think,
referring to the press, in a very company friendly
format. There is obviously going to be, given the size
of the issue and the subordination of the issue, there
is obviously going to be, you know, typical protections
built into those, but there is nothing in here that is
going to prevent us from pursuing transactions of a
growth nature in the future.
Aaron Regent: Yeah, I think that if I could add, we don't have any
restrictions - there are no restrictions in the current
arrangements that we have, or very limited
restrictions. The only thing I would point out is that
in the preferred shares, there is a change in control
by the preferred shares have to be redeemed. But that's
it.
Victor Lazarovici: So that means that any deal you contemplate
automatically triggers a $1.25 billion public...
Steve Douglas: No, no.
Victor Lazarovici: No?
Steve Douglas: No, it is a very defined and finite circumstance,
Victor. It is not an issue or an impediment for our
growth.
Victor Lazarovici: Okay. Thank you.
Operator: Our next question comes from the line of Ian Howat from
National Bank Financial. Please go ahead.
Ian Howat: Yeah, good morning. Just a clarification. So the
preferred shares are not going to be listed, is that
the plan currently, is not to have them publicly listed
anywhere?
Steve Douglas: No, Ian, we didn't say that. It was - these - we
obviously have to litmus test whether or not they
qualify to go on the - to be listed on the exchange. So
there is, you know, at some point we will make that
test and if it is advantageous to shareholders we'll
list them.
Ian Howat: Okay, but for a shareholder in the preferred is what
you're saying, if they don't qualify, then there is no
market for them, which for an individual shareholder,
in Noranda exchanging a marketable security with a must
hold security, or potentially a must hold security,
sort of must diminish the value somewhat, doesn't it?
Steve Douglas: Well, no, I mean Ian there is two issues there. One is
you're saying they're not going to be listed. If it is
within our control and we can list them, we will list
them. If they do not qualify for whatever reason, I do
not want to say definitively we can, you know,
contravene whatever requirements of listing are there,
and force them to be listed. We think they should be
listed, if they qualify. So hopefully that clarifies,
you know, our position on that.
I mean we think there is a -- we wouldn't have offered
these, and there is obviously, obviously this is with
the willingness of Brascan tender, there is clearly an
indicator of value, you can debate on the liquidity but
that is yet to be determined.
Ian Howat: But ideally that would be determined before the tender
date or not necessarily so?
Steve Douglas: But again, it is the chicken before the egg. If there
is a tender level that allows us to list them, we will
list them. If there is not, then we can't list them.
But I would suggest that, you know, it is tough to give
you a definitive answer, but our intentions I think are
to list them in the event that we can.
Ian Howat: Okay. I understand. Thank you.
Derek Pannell: Thank you.
Operator: Our last question is a follow-up question from the line
of Louie Sarks from Chesapeake Partners. Please go
ahead.
Louie Sarkis: To a Brascan.
Operator: Mr. Sarkis, your line is open for a question, sir.
Please go ahead.
Louie Sarkis: Yes, is there a breakup fee with the Falconbridge and
exchange offer?
Steve Douglas: No, there is not.
Louie Sarkis: Thank you.
Operator: Gentlemen, there are no further questions at this time.
I will turn the conference back over to you.
Denis Couture: Thank you very much, operator. Just to complete the
call, a recording of the conference call will be
available at 416-626-4100 and 1-800-558-5253. Pass code
21234353. The recording will be available at 11:00 this
morning and will last number March 16. Thank you for
joining us on such short notice and good bye.
Operator: Ladies and gentlemen, that does conclude the
conference call for today. We thank you for your
participation. And ask that you please disconnect your
line.
END