I am grateful to the Seanad for agreeing to take Second Stage of the Irish Steel Limited Bill, 1996, today. When the remaining outstanding matters are finalised between the State negotiators and the representatives of ISPAT International, it will mark a momentous milestone in the history of Irish Steel Limited and will see ownership of the company pass from State ownership to private ownership.
As the House is aware, Irish Steel's troubles have been ongoing for decades. Successive Governments have invested substantial amounts of taxpayers' money in the company with no return on the funding. Irish Steel has only made profits in three years out of the last 20 and these profits were never of a sufficiently large amount to protect the company in its years of poorer performance. Its consolidated profit and loss account to the end of June 1995 shows an accumulated loss of some £145 million. The experience over the years has demonstrated that the State was far from the ideal partner for Irish Steel.
The employment level in Irish Steel has dropped from over 1,000 two decades ago to 561 in recent years. In the trading year 1993-94, Irish Steel was losing well over £1 million a month and total losses for the year amounted to over £20 million. Figures for the year to the end of June 1995 show further losses, although on a scale considerably less than the previous year, with losses approaching £6 million.
Irish Steel is a small stand-alone company within a much bigger European and worldwide steel industry. The international steel market the company serves is cyclical and in the early 1990s the steel industry experienced a downturn in both price and sales volumes. Selling prices were lower than they had been for 20 years and raw material prices were high, leading to immense pressure on margins. Most steel companies in Europe found the going tough and as a result, with the support of the European Commission, a massive restructuring of the steel industry in Europe was undertaken. Following the lead taken in Europe and in the light of the huge losses being made by Irish Steel Limited — £13 million on a turnover of £58 million in 1993 — it was imperative that the company implemented cost reductions and restructuring measures.
During 1993 the company unsuccessfully tried to negotiate a cost reduction package with its workforce. A new viability plan was drawn up in early 1994. This was an absolute precondition to the survival of the company and provided for, inter alia, a reduction of 205 workers, the introduction of new totally flexible work practices, the achievement of efficiencies and a pay freeze. There were extreme difficulties in reaching agreement with the unions on the implementation of the plan. Industrial relations difficulties beset the company throughout the summer of 1994. Following difficult negotiation, which saw the company on the verge of closure on a number of occasions, each of the trade unions and all employees in Irish Steel indicated their acceptance of the company's survival plan. The plan allowed for cost improvements and savings of £8.8 million a year. I am pleased to acknowledge once again the tremendous sacrifices and efforts made by the workers of Irish Steel in the implementation of the viability plan.
The viability plan has been vital in securing a prospect of achieving a viable future for Irish Steel. Without the achievement of cost savings under the plan, it is unlikely that any company would have been interested in Irish Steel and there were considerable doubts that the company could achieve and sustain viability on its own. For example, the European Commission and others expressed considerable reservations about the ability of Irish Steel to provide adequately for the next downturn in the steel markets.
Faced with high losses which occurred in 1993-94 and the implementation of the viability plan notwithstanding, Irish Steel was still not in a break-even situation as a stand-alone enterprise. The board of Irish Steel submitted, on 28 November 1994, a final viability plan to return the company to profitability within three years. This plan included a request for £50 million, including £40 million in equity and £10 million in guaranteed borrowings.
The Government, following discussions with the European Commission, was faced with three options: to seek EU approval for the £50 million State aid package; to close Irish Steel, at a conservative cost of over £40 million or to find a suitable strategic partner who, with experience in the wider international marketplace, would be able to bring their knowledge, marketing and production resources to bear on Irish Steel and turn the company's fortunes around so that it would have the strength to prosper in the market. In the event, the Government decided in February 1995 that negotiations with the European Commission for approval of State aid to Irish Steel should be on the basis of the £50 million envisaged in the viability plan and that at the same time negotiations could be opened for the possible sale of shares in, and control of, the company.
Following the Government decision, an application for State aid approval was lodged with the European Commission and at the same time I appointed Investment Bank of Ireland Corporate Finance Limited to act as advisers to the State on the sale of Irish Steel. Five parties were quickly identified as being interested in purchasing part or all of Irish Steel. Applications were made by each of these five companies in the first round of offers. It is common knowledge that these five companies were ISPAT International, Riva, Aicher, Nippon Denro and Nucor/Yamato. Each of their offers was weighed on its respective merits. In some cases, companies were even invited to improve on their offers. All the offers, save one, were for the purchase of 100 per cent of the shares in Irish Steel.
A short list of companies was drawn up after the final first round offers were received and a number of companies were invited to submit further more detailed offers. Following receipt of these further offers, the Cabinet subcommittee, comprising of myself, the Minister for Finance and the Minister of State with responsibility for science, commerce and technology, which had been formed to oversee the sale process, selected ISPAT International, following recommendations from my Department and the State advisers, as the company which should be granted exclusivity of negotiation to purchase 100 per cent of Irish Steel. It was considered that ISPAT International had the necessary experience in turning around steel companies. The financial commitments it was proposing were stronger than those of the other bidders.
During the summer of 1995, ISPAT concluded detailed due diligence with its own professional team, in co-operation with IBI Corporate Finance Limited, Irish Steel Limited, my Department and the Department of Finance. The due diligence process was conducted on the basis of the normal process of disclosures and representations made by Irish Steel, in the main, but also by the State, on foot of which ISPAT decided to purchase Irish Steel. Negotiations with the company continued during and after this process and led to the conclusion of a sale and purchase agreement with ISPAT International on 6 September 1995, which was signed by me and the Minister for Finance, for the sale of all of the shares of Irish Steel Limited to ISPAT International.
As the agreement with ISPAT International involved State aid from the Irish Government amounting to approximately £27.5 million, which included writing off an old Government loan to Irish Steel of £17 million, an application was submitted to the EU Commission for approval of the State aid involved under Article 95 of the European Coal and Steel Community Treaty. The EU Commission accepted the case made by the Irish Government on behalf of Irish Steel and recommended to the EU Council that the State aid for Irish Steel Limited should be authorised exceptionally under Article 95 of the ECSC Treaty subject to certain conditions.
The Commission's recommendation was considered at the EU Industry Council on 6 and 7 November 1995 and while 14 of the 15 member states were in general prepared to approve the State aid involved, the UK refused to give its support. Unanimity among all member states of the EU was essential for the approval of the State aid for Irish Steel under Article 95 of the ECSC Treaty. In view of the UK opposition, the Council of Ministers agreed on 6 and 7 November 1995, at the suggestion of the Spanish Presidency and the EU Commission, that the Irish and UK delegations should continue to search for an agreement on the matter that could be approved at a later Council meeting.
Following the intensive negotiations I had with the UK Minister for Industry and Energy, Mr. Timothy Eggar, and with the president of the UK Board of Trade, Mr Ian Lang, during the months of November and December 1995, the UK Government withdrew its reservations to the State aid involved in the Irish Steel restructuring plan. This enabled the EU Council of Industry Ministers unanimously to approve the State aid package on 20 December 1995 under Article 95 of the ECSC Treaty. To overcome the UK objections, production caps on finished steel and billets, together with limits on the sale of finished steel products in the EU market, including Norway and Switzerland, had to be agreed by me in consultation with Irish Steel and ISPAT in order to secure the unanimous approval of all the EU member states, in particular, the United Kingdom.
I will now give the Seanad details of the deal agreed with ISPAT International on 6 September 1995 and the changes agreed with ISPAT International following the EU approval secured on 20 December 1995. ISPAT International is to buy Irish Steel for a nominal sum of £1. The sale will be finalised within the next few weeks. The agreement will involve a certain level of expenditure by the State and ISPAT International.
In addition to writing off an old Government loan of £17 million to Irish Steel Limited, the State has agreed to pay £20,273,500 to Irish Steel Ltd./ISPAT International. The State's contribution of over £20 million includes provisions: for charges and expenses identified by ISPAT International in the due diligence process which should have been in the balance sheet of Irish Steel Ltd. for the 12 month period ended 30 June 1995; to fund necessary environmental and other remedial works; for a matching contribution towards an ECSC staff training grant; to compensate the company for the restrictions on production and sales imposed on the Irish Steel/ISPAT project to overcome UK objections; for an upfront cash payment in lieu of indemnities in respect of possible residual taxation and other costs and financial claims arising from the past; to compensate the company for interest charges on existing debts and provisions to fund a deficit in the staff pension fund.
ISPAT International will invest £5 million in working capital into Irish Steel immediately on completion of the deal. ISPAT International is also committed to a significant level of capital expenditure. This will see investment of £20 million over the next six years, allowing Irish Steel to produce products more efficiently and thus more profitably than at present. These funds will be spent on the re-equipment of the mill and the melt shop.
About half of the capital spend will be devoted to enabling Irish Steel to make higher grade, added-value raw material. Ultimately, under ISPAT International, Irish Steel will produce a more extensive range of finished steel products, which will, because of the higher grades of steel they will be able to make, add to the value of output. In addition, ISPAT International has agreed to maintain production at least at present levels. Furthermore, the deal provides undertakings from ISPAT International to take over all loans, debts and liabilities of Irish Steel with the exception of an old Government loan of £17 million made in the mid-1980s. That will be extinguished by the Government as part of the sale.
Among the issues at the forefront of negotiations has been the Government's concern for the workers of Irish Steel and the protection of their jobs and rights in the new Irish Steel operation. Under the deal, ISPAT International has entered a contractual commitment to employ a minimum of 300 full-time workers in Irish Steel for the first five years of its ownership of the company. ISPAT International has also agreed to honour in full all commitments of Irish Steel with regard to labour contracts and pension plans.
I am confident Members of the House will agree that this situation contrasts very favourably with the situation 18 months ago when the plant was on the verge of closure with the likely loss of all employment in the company. The contractual commitment with ISPAT International also provides that it will pay to the State specified liquidated damages in the event that the number of full-time workers falls below 300. There was understandable concern among the workforce of Irish Steel and their trade unions that the sale of the company could be prejudicial to their interests and that the job guarantees were not real. I have assured the unions that the guarantees given by ISPAT are real and substantial. I am satisfied that the trade unions are now fully committed to a new Irish Steel in the full ownership of ISPAT International. Indeed, I have been impressed with the management style of the new owners. I am confident that this augurs well for good, professional relations between the new management, the employees and the trade unions.
I take this opportunity to give a brief pen picture of ISPAT International. It is a multinational corporation, founded in India, with manufacturing facilities in Mexico, Canada, Trinidad and Tobago, Germany, the USA, the UK, Indonesia and Kazakhstan for the production of steel and related items. The group is the world's largest producer and consumer of direct reduced iron — that is, iron produced from iron ore. It is also one of the world's largest producers of liquid steel. Prior to its very large acquisition in Kazakhstan, the group employed a total of 6,500 producing more than 6.5 million tonnes worldwide. The total assets of the group exceed US$3 billion and annual revenues exceed US$2 billion.
Most of ISPAT International's acquisitions have been former State owned steelworks in the process of privatisation and it has a proven track record of turning around all its major acquisitions, usually within a year of purchase. This is rapid by steel industry standards. The Kazakhstan acquisition from State ownership is enormous with some 30,000 employees involved.
Irish Steel will be able to benefit from the experience the new owners will be able to bring to bear and the economies of scale that also derive from a group of such size. The Government is satisfied that with the sale of Irish Steel to ISPAT International, it has achieved the best possible deal for the State, the company and for the workers of Irish Steel.
The legislation which has been circulated to the House is necessary to enable the sale of the shares of Irish Steel Limited to ISPAT to be finalised. The Irish Steel Limited Bill, 1996, is a short Bill with only ten sections, the main purpose of which is to repeal the legislation on Irish Steel passed by the Oireachtas during the period 1960 to 1985 when the company was in the ownership of the State and when it required Exchequer funding to survive. That legislation will no longer be necessary when the shares of Irish Steel Limited are sold to ISPAT. The Irish Steel Limited Bill, 1996, also contains provisions to enable me as Minister for Enterprise and Employment to fulfil the financial commitments agreed with Irish Steel/ISPAT under the agreement for the sale of the shares of Irish Steel Limited. I look forward to discussing the individual sections of the Bill during the Committee Stage in this House.
I commend the Bill to this House and in so doing I would like to thank the very many people who have worked extremely hard and tirelessly to secure the long-term future of Irish Steel. Besides ISPAT International and the workers, I acknowledge the services of the board of Irish Steel and its chairman, the public servants who are often forgotten both in my Department and in the Department of Finance and our advisers. I would also like to thank the Members of the Oireachtas — particularly Senator Sherlock — who have taken a very keen interest and who have seen the company through a very tense period because their forbearance has stood to us in securing the long-term future of the company. I commend this Bill to the House. It will prove to have been a valuable approach adopted by all public representatives and we will be well served by the result.