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Title:

Annual Information Form

Entities:

Methanex Corp.; Royal Bank of Canada; Terra Industries Inc.

Date:

2006

Size:

Preview shows 42KB of 117KB total

Price:

$61

ID:

#1037679

 

 

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(METHANEX LOGO)
METHANEX CORPORATION
ANNUAL INFORMATION FORM
March 22, 2006


 

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REFERENCE INFORMATION
      In this Annual Information Form (AIF), a reference to the Company refers to Methanex Corporation and a reference to Methanex, we, us, our and similar words refers to the Company and its subsidiaries or any one of them as the context requires and their respective interests in joint ventures and partnerships.
      The Company uses the US dollar as its reporting currency. Accordingly, unless otherwise indicated, all dollar amounts in this AIF are stated in US dollars.
      In this AIF, unless the context otherwise indicates, all references to methanol are to chemical-grade methanol. Methanols chemical formula is CH3OH and it is also known as methyl alcohol.
      In this AIF, we incorporate by reference our 2005 Managements Discussion and Analysis (2005 MD&A) which contains information required to be included in this AIF. The 2005 MD&A is publicly accessible and is filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

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      Approximate conversions of certain units of measurement used in this AIF into alternative units of measurement are as follows:
      1 tonne of methanol  =  332.6 US gallons
      Historical price data and supply and demand statistics for methanol and certain other industry data contained in this AIF are derived by the Company from recognized industry reports regularly published by independent consulting and data compilation organizations in the methanol industry, including Chemical Market Associates Inc., Jim Jordan & Associates and Tecnon (UK) Ltd. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein.
      Responsible Care is a registered trademark of the Canadian Chemical Producers Association and is used under license by us.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
      Statements made in this document that are based on our current objectives, expectations, estimates and projections constitute forward-looking statements. These statements include forward-looking statements both with respect to us and the chemicals industry. Statements that include the words believes, expects, may, will, should, seeks, intends, plans, estimates, anticipates, or the negative version of those words or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements. Methanex believes that it has a reasonable basis for making such forward-looking statements. Forward-looking statements are based on our experience, our perception of trends, current conditions and expected future developments as well as other factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections which are included in these forward-looking statements.
      Important factors that can cause stated outcomes to differ materially from actual outcomes include but are not limited to worldwide economic conditions; conditions in the methanol and other industries, including the supply of methanol; demand for methanol and its derivatives; actions of competitors; changes in laws or regulations; the ability to implement business strategies, pursue business opportunities and maintain and enhance our competitive advantages; risks attendant with methanol production and marketing, including operational disruption; risks attendant with carrying out capital expenditure projects, including the ability to obtain financing and completing the projects on time and on budget; availability and price of natural gas feedstock; foreign exchange risks; raw material and other production costs; transportation costs; the ability to attract and retain qualified personnel; risks associated with investments and operations in multiple jurisdictions; and other risks discussed under the heading Risk Factors and Risk Management in our 2005 Managements Discussion and Analysis.
      Having in mind these and other factors, investors and other readers are cautioned not to place undue reliance on forward-looking statements. They are not a substitute for the exercise of ones own due diligence and judgment. The outcomes anticipated in forward-looking statements may not be realized and we do not undertake to update forward-looking statements.

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THE COMPANY
      Methanex Corporation was incorporated under the laws of Alberta on March 11, 1968 and was continued under the Canada Business Corporations Act on March 5, 1992. Its registered and head office is located at 1800 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia V6C 3M1 (telephone: 604-661-2600).
      The following chart includes the principal operating subsidiaries and partnerships of the Company as of December 31, 2005 and, for each subsidiary or partnership, its place of organization and the Companys percentage of voting interests beneficially owned or over which control or direction is exercised. The chart also shows our principal production facilities and their locations.
(CORPORATE CHART)
 
(1) We permanently closed the Kitimat facility on November 1, 2005.
 
(2) We idled the Waitara Valley facility on September 30, 2005. It was restarted in January 2006.
 
(3) The 1.9 million tonne per year Motunui facility was permanently closed in November 2004 as a result of natural gas supply constraints.
BUSINESS OF THE COMPANY
      We are the worlds largest producer and marketer of methanol and the largest supplier of methanol to the major international markets of North America, Asia Pacific and Europe as well as Latin America.
What is Methanol?
      Methanol is a liquid chemical produced primarily from natural gas and is typically used as a chemical feedstock in the manufacture of other products. Estimated 2005 global methanol demand is approximately 35 million tonnes.
      Approximately 80% of all methanol is used in the production of derivative chemicals such as formaldehyde, acetic acid and a variety of other chemicals that form the basis of a large number of chemical derivatives. These derivatives are used in the manufacture of a wide range of products including building materials, foams, resins and plastics. The remainder of methanol demand comes from the fuel sector, principally to produce MTBE, a gasoline component. Methanol is also being used on a small scale as a direct fuel for motor vehicles. Due to the diversity of the end-products in which methanol is used, methanol demand is influenced by a broad range of economic, industrial and environmental factors.
Our Operations
      We own and operate methanol production facilities located in Chile, Trinidad and New Zealand. Our core low cost production hubs in Chile and Trinidad have an annual capacity of 5.8 million tonnes and these two hubs represent over 90% of our total production capacity. We also source additional methanol produced by others throughout the world either on the spot market or pursuant to contractual arrangements in order to meet customer needs and support our marketing efforts. We sell methanol through an extensive global marketing and distribution system. This has enabled us to become the largest supplier of methanol to the major international markets of North America, Asia Pacific and Europe as well as Latin America.

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      As a result of our worldwide production, marketing and distribution capabilities, we believe we have a competitive advantage as a supplier of methanol to major chemical and petrochemical producers for whom quality of service and reliability of supply are important. We believe we benefit from this competitive advantage through greater security of demand as a result of our excellent record of reliability, as well as marketing and transportation synergies and an improved customer mix.
      Our operations consist of the production and sale of methanol, which constitutes a single operating segment. Revenue, sales volumes and production volumes for each of the last two years can be found on pages 32 and 33 of our 2005 MD&A.
DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY
      Since the early 1990s, we have expanded our global methanol production and marketing reach and have carried out a strategy designed to enable us to become a low cost producer and, we believe, a preferred supplier in the methanol industry. As a result of this strategy, we have developed a global presence in the methanol industry, allowing us to provide reliable, efficient and cost-effective delivery of methanol from geographically diverse locations to customers in the worlds methanol markets.
      Our primary objective is to create value by maintaining and enhancing our leadership in the production, marketing and delivery of methanol to our customers. The key elements of our strategy to achieve this objective are:
  Low Cost  striving to reduce all aspects of our cost structure;
 
  Global Leadership  maintaining our world leadership in methanol marketing, logistics and sales; and
 
  Operational Excellence  focusing on operational excellence in manufacturing and other key areas of our business including prudent financial management.
      Low Cost. Maintaining a low cost structure is a key element of competitive advantage in a commodity industry and is a key element of our strategy. Our approach to all business decisions is guided by our drive to maintain and enhance our low cost structure. The most significant components of our costs are natural gas for feedstock and distribution costs associated with delivering methanol to customers.
      Natural gas is the primary feedstock at our methanol production facilities. An important element of our strategy is to ensure long-term security of low cost natural gas supply. Over time, we have been reducing our reliance on North American production, where natural gas is purchased on a short-term basis and prices are extremely volatile, by selecting locations for new facilities where we can purchase natural gas through long-term contracts.
      We permanently closed our 500,000 tonne per year methanol plant located in Kitimat, British Columbia on November 1, 2005 and converted the site into a terminal for storing and distributing methanol as well as other products. The Kitimat site is ideally located to cost-effectively supply methanol from our low cost facilities to customers in the Pacific Northwest. We also entered into an agreement with EnCana for their use of the Kitimat site as a condensate terminal. With the permanent closure of the Kitimat methanol production facility, we have eliminated our exposure to high cost North American natural gas feedstock.
      Over the last several years we have developed a production hub in Trinidad with convenient access to methanol markets in North America and Europe. The 850,000 tonne per year Titan facility in Trinidad commenced production in 2000 and in 2003 we acquired a 100% interest in Titan. Located next to the Titan plant is the 1.7 million tonne per year Atlas methanol plant, a joint venture between BP and us. Atlas commenced operations in 2004. We have a 63.1% interest in Atlas and market 100% of its production. Including our proportionate share of Atlas, our Trinidad production hub represents about two million tonnes of annual low cost production capacity.
      In June 2005, we commenced operations at our 840,000 tonne per year expansion of our methanol production hub in Chile. This expansion is underpinned by a long-term low cost natural gas supply contract. With this expansion, our methanol production hub in Chile has annual production capacity of 3.8 million tonnes. In addition to having long-term low cost natural gas supply contracts, this strategic location allows us to distribute methanol on a cost-effective basis to North America, Europe, Asia Pacific and Latin America.
      Our low cost production hubs in Chile and Trinidad have an annual production capacity of 5.8 million tonnes, which represents over 90% of our current total annual production capacity. These facilities are underpinned by long-term low cost take-or-pay natural gas purchase agreements with pricing terms that vary with methanol prices. This pricing relationship enables these facilities to be competitive throughout the methanol price cycle.

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      The cost to distribute methanol from our production facilities to customers is also a significant component of our operating costs. These include costs for ocean shipping, in-market storage facilities and in-market distribution. Over the last few years we have taken a number of steps to reduce these costs, in part by seeking to take advantage of our large production hubs. We also seek to use larger vessels where possible and to maximize the utilization of our shipping fleet in order to reduce costs. We take advantage of prevailing conditions in the shipping market by varying the type and length of term of our ocean vessel contracts.
      We are continuously investigating opportunities to further improve the efficiency and cost-effectiveness of distributing methanol from our production facilities to our customers. Our terminal in Korea allows us to efficiently and cost-effectively service our customer base in northeast Asia. In 2005, we expanded the methanol storage capacity at our Korean terminal to 155,000 tonnes and leased terminal capacity in Taicang, China to further improve customer service in China. We also look for opportunities to leverage our global asset position by entering into product exchanges with other methanol producers to reduce our distribution costs.
      We believe our production of methanol from large hub facilities with access to low cost natural gas and our initiatives in reducing our distribution costs have allowed us to be a low cost supplier in the markets we serve.
      Global leadership. We are the largest supplier of methanol to the major international markets of North America, Asia Pacific and Europe, as well as Latin America. Our expertise in the global distribution of methanol enables us to extract value by providing security of supply to our customers. Leadership has also allowed us to play a role in industry pricing through the establishment of published Methanex reference prices in each major market.
      Over the past several years, we have played a role in the consolidation of the methanol industry and have positioned ourselves as the supplier of choice for global chemical producers as they face the decision of producing or purchasing their methanol requirements. Over the past few years, we have permanently shut down 2.2 million tonnes of our own higher cost capacity in North America. Other producers have also shut down plants, allowing us to gain new customers. For example, in 2002, we entered into an exclusive agreement with Lyondell Chemical Company to supply its methanol feedstock requirements in North America and Europe commencing January 2003. We also acquired Lyondells methanol customer list and a number of contracts in North America effective January 2004 and obtained certain production rights to its 750,000 tonne per year methanol facility in Texas during 2004. In 2003, we acquired all of Terra Industries methanol customer contracts relating to its 700,000 tonne per year methanol facility located in Beaumont, Texas, together with certain production rights to that facility until the end of 2008. With the start-up of Atlas in 2004 and Chile IV in 2005, we advised both Lyondell and Terra in 2004 that we would no longer require production from these facilities. The facilities were subsequently shut down.
      In 2003, the economically recoverable gas reserves from New Zealands Maui gas field were redetermined and we lost most of our remaining contractual entitlements from the Maui field. The reduction in these gas entitlements forced the permanent shut down of our 1.9 million tonne per year Motunui site in 2004 and since then, we have been operating the 530,000 tonne per year Waitara Valley facility. In 2005, we produced about 350,000 tonnes of methanol at the Waitara Valley plant but we idled that plant at the end of September 2005. We restarted the Waitara Valley facility in January 2006 using our remaining natural gas entitlements. As well, in March 2006, we secured additional amounts of natural gas which, combined with our existing entitlements, is expected to enable the New Zealand plant to operate until the end of the second quarter of 2006 and produce approximately 230,000 tonnes of methanol. We continue to seek other supplies of economically priced natural gas to extend the life of the New Zealand plants. However, there can be no assurance that we will be able to secure additional gas on commercially acceptable terms.
      The expansion of our Korean terminal discussed above improves the cost-effectiveness of distributing methanol from our production facilities in Chile to our customers in Asia through the utilization of larger vessels. To that end, we have re-positioned the Millennium Explorer, our 100,000 dwt ship, from the Atlantic to the Pacific in order to serve the Asian market. We have also relocated our Asia Pacific marketing and logistics office from Auckland, New Zealand to Hong Kong in order to enhance our customer service and industry leadership in this region and have added staff at our office in Shanghai.
      We are actively investigating options for supplying the expanding Asia Pacific markets over the long term and are proposing to build a 1.3 million tonne per year methanol facility in Egypt. We have established a joint venture company with Egyptian Petrochemicals Holding Company, an Egyptian state-owned company responsible for developing the petrochemical industry in Egypt. Methanex would have a majority ownership of this project and would market the methanol produced by this facility. We have also agreed with the Egyptian Natural Gas Holding Company, the

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Egyptian state-owned supplier of natural gas to the project, on the key commercial terms for gas supply. We expect to be in a position to make a final investment decision concerning this project in late 2006.
      We continue to pursue opportunities that allow us to maintain our market leadership. For example, we publish regional non-discounted prices for each major methanol market. The majority of our customer contracts now use a Methanex published reference price as a basis for pricing. We publish our reference prices monthly for the US and Asian markets and quarterly for the European market. We believe that this pricing initiative has brought greater transparency to methanol market pricing.
      We believe that it is important to exhibit manufacturing and technological leadership and to play a role in developing new markets for methanol. To this end, we maintain active involvement with leading technology vendors to our industry and have made selected investments in technological innovations. With respect to new markets for methanol, we have, among other things, investigated the potential for methanol to be used as a fuel in biodiesel applications and fuel cells and for removing harmful nitrites from wastewater.
      Operational Excellence. We maintain a focus on operational excellence in all aspects of our business. This includes excellence in our manufacturing and distribution processes, human resources, corporate governance practices and financial management.
      We believe that methanol consumers view reliability of supply as critical to the success of their businesses. In order to differentiate ourselves from our competitors, we strive to be the best operator in all aspects of our business and to be the preferred supplier to our customers. We believe that reliability of supply is critical to the success of our customers businesses and our goal is to deliver methanol reliably and cost-effectively. In part due to our commitment to Responsible Care, a risk minimization approach developed by the Canadian Chemical Producers Association, we believe we have reduced the likelihood of unplanned shutdowns and lost time incidents and have achieved an excellent overall environmental and safety record.
      In 2005, we also formally adopted a policy on Corporate Social Responsibility (CSR), as a natural extension of our Responsible Care ethic. Our CSR policy encompasses corporate governance, employee engagement and development, community involvement, social investment and many other activities that have long been practiced by us.
      We operate in a highly competitive and cyclical industry. Accordingly, we believe it is important to maintain financial flexibility throughout the methanol price cycle and have adopted a prudent approach to financial management. Where there are opportunities to grow our position in the methanol industry we apply a disciplined approach which includes minimum target return criteria. We also believe that it is prudent to maintain a conservative balance sheet and have established a track record of returning excess cash to shareholders.
METHANOL INDUSTRY INFORMATION
General
      Methanol is a clear colourless liquid that is typically used as a chemical feedstock in the manufacture of other products.
      In 2005, approximately 80% of all methanol was used in the production of formaldehyde, acetic acid and a variety of other chemicals that form the foundation of a large number of chemical derivatives. These derivatives are used in the manufacture of a wide range of products including plywood, particleboard, foams, resins and plastics. The remainder of methanol demand is largely in the fuel sector, principally as a feedstock in the production of MTBE. MTBE is blended with gasoline and acts as a source of octane and as an oxygenate to reduce the amount of harmful exhaust emissions from motor vehicles. Methanol is also used in China as a direct fuel.

 

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