for pdf - FREE
Billiton web site http://www.billiton.com
BHP Billiton Ltd - The Mega-Merger of Broken Hill Proprietary Company Ltd and Billiton Plc http://www.sea-us.org.au/corpfilez/oktedi.html
Mineral Policy Institute Company Profile on BHP http://www.mpi.org.au/reports/bhp_report.html
Gulliver File on BHP http://www.sea-us.org.au/gulliver/bhp.html
Gulliver File on Gencor/Billiton http://www.sea-us.org.au/gulliver/gencor.html
Billiton mines world map
Native Resistance to Multinational Mining Corporations in Wisconsin: http://www.wrpc.net/cs0301.html
Uranium companies in Australia
Billiton merges with Australian company BHP
BHP Quits China Zinc Project Amid Weak Prices,
BHP BILLITON PRESS RELEASE
Bhp Billiton Withdraws from Ok Tedi Copper Mine and Establishes Development
Fund for Benefit of Papua New Guinea People
Nicolet Minerals not affected by BHP Billiton job cuts
Milwaukee Journal Sentinel
Feb. 7, 2002
CRANDON, Wis. (AP) - The company that wants to open an underground zinc and copper mine will not be affected by the job cuts announced by its parent company, BHP Billiton, authorities said Thursday.
BHP Billiton said it was eliminating about 1,000 "nonoperational jobs" as the result of its merger last July, said Patrick Cassidy, a spokesman for the company in Houston.
The change will affect mostly administrative jobs at the company's corporate offices in Melbourne, Australia; London; Johannesburg, South Africa; and Houston, Cassidy said. About one-third of the jobs being eliminated involve contractual employees, he said.
The job cuts result from the merger of BHP and Billiton that created the world's largest diversified natural resources company, primarily involved in mining and petroleum, Cassidy said.
One of the company's subsidiaries is Nicolet Minerals Co. in Crandon, which is seeking local, state and federal permits to remove 55 million tons of ore from an underground mine south of Crandon. he job cuts do not involve Nicolet Minerals, Cassidy said.
Dale Alberts, a spokesman for Nicolet Minerals, said the company has nine workers in Wisconsin. BHP Billiton employs about 60,000 workers in 30 countries, Cassidy said.
Before its merger, BHP was based in Australia, and Billiton had headquarters in South Africa and the United Kingdom.
On the Net:
Half of BHP Billiton offices to close
BHP Billiton to Cut 1,000 Jobs to Save AUS$270 Million, Paper Says
By Gavin Evans
Tuesday, 05 Feb 2002
Sydney, Feb. 5 (Bloomberg) -- BHP Billiton Ltd., the biggest mining company, plans to cut 1,000 office workers to save $270 million in costs, the Australian Financial Review reported.
The Melbourne-based company, formed from BHP's AUS$11.6 billion takeover of Billiton Plc last June, will close about half its 33 offices around the world as it cuts almost one quarter of its office staff, the newspaper said. The companies identified AUS$370 million of pretax savings when they promoted their merger.
As many as 700 staff and 300 contractors will be fired in the job cuts which will be announced with BHP's first-half profit Feb. 14, the newspaper said, citing Salomon Smith Barney.
"We don't comment on analyst reports,'' an unnamed BHP spokeswoman said, according to the newspaper.
BHP's profit is expected to be boosted by AUS$200 million as the South African Rand's 37 percent slide against the U.S. dollar last year reduced the cost of running its South African business. Estimates for the largest miner's profit in the six months through December range between AUS$1 billion and $1.25 billion, the newspaper reported.
For background on BHP Billiton, the world's largest mining company and the owner the Crandon mine project, see:
| *CFMEU Mining and Energy Division -
This website was created by the Australia-based Mining and Energy Division of the Construction, Forestry, Mining and Energy Union (CFMEU), a registered trade union over 120,000 members. This website has information about the CFMEU's campaigns against companies like Rio Tinto, BHP BILLITON and others.
*Mine and Communities - http://www.minesandcommunities.org
This website was initiated by members of the Minewatch Asia-Pacific London support group. Its main aim is to ensure easy access to materials published by the group, as well as partner organizations and individuals. It also strive to make information on mining impacts, projects, and the corporate sector more widely available and to empower mining-affected communities, so that they can better fight against damaging proposals and practices. The website is supported by: JATAM (Mining Advocacy Network, Indonesia), Mines, Minerals and People (India), Minewatch Asia Pacific Project (Philippines), PARTiZANS (People against RioTinto Zinc and Its Subsidiaries, UK), Philippine Indigenous Peoples Links (UK), the Society of St. Columban (UK) and Third World Network Ghana.
San Manuel's mining hopes fade http://www.azstarnet.com/star/thu/20117bhp.html
Thursday, 17 January 2002
A padlocked gate at the entrance to the BHP facility in San Manuel tells the story - the mine is closed, the workers mostly gone, the future for mining here bleak with even more employees about to be let go.
BHP Copper to trim more jobs, allow underground mine to flood
By Richard Ducote
ARIZONA DAILY STAR
Hope is fading that underground mining operations - and 2,200 high-wage jobs - will someday return to San Manuel, 35 miles northeast of Tucson.
BHP Copper said fewer than 50 of the 174 remaining jobs will continue at the facility by September as water-pumping is halted in the huge underground mine, allowing it to flood. The San Manuel community was rocked in June 1999 when BHP halted underground mining, idled its refinery and kept the copper smelter shut down. More than 2,200 jobs were cut in that move, but the facility was put on "care and maintenance" status that kept the property and equipment ready for resumption of operations.
This week's closure announcement by the company, a unit of Australian resources giant BHP Billiton, makes it highly unlikely large-scale mining will ever resume there. Employees in the latest round of job cuts will receive 60 days of pay, extended health care and life insurance coverage, the company said. Rumors of a sale of the property or a restart of some operations have proven false.
It is the latest blow to the once-mighty Arizona copper industry. Other producers, including Phelps Dodge and Asarco, also have trimmed production and jobs at area mines in recent months in response to a slowing economy and anemic copper prices. Copper on the spot market closed yesterday just above 70 cents a pound. It hit 60 cents a pound last year, prompting other cutbacks, but was well above $1 in recent years.
"A lot of copper miners were hoping that someone would buy it and put them back to work," said Jim Watson, a community services liaison for the Southern Arizona Central Labor Council (AFL-CIO). "It's just another blow to the economy out there." Mining jobs, although declining in number, are among the highest paying for hourly workers. Copper workers affected by recent layoffs were paid average wages of about $17 an hour.
San Manuel is the largest underground metal mine in North America. A world-record 703 million tons of ore has been hoisted out of the mine since the 1940s. It was operated by Magma Copper Co. until 1996, when BHP acquired Magma for $2.4 billion.
The closure of San Manuel will cut BHP Copper production by 9,000 tons per year of copper cathode from a leaching operation that is shutting down. The global resources giant is still a major copper producer with operations in Chile, Peru and elsewhere.
Limited copper production still continues in the Globe-Miami area with fewer than 100 BHP workers. The smelter complex at San Manuel, which got a $54 million modernization before the 1999 shutdown, will remain under "care and maintenance" and could possibly be sold to another operator or removed from the site and relocated, said company spokesman Jeff Parker. It is one of the largest and most efficient copper smelters in the world.
Parker, manager of environmental and external affairs for BHP Copper in San Manuel, said officials with the Arizona Department of Environmental Quality were contacted about the company's plan.
Water has been pumped at the rate of about 4,000 gallons a minute from the underground operations for decades, Parker said. That water had been sent several miles to quell dust on sprawling tailings dumps, where residual finely ground rock is deposited after processing to remove copper. Parker said the company has "capped" more than 3,000 acres of tailings dumps in the area with a 4-inch-deep cover of coarse rock material that "virtually eliminated blowing dust."
The "natural recharge" of water into the underground workings - some nearly 4,000 feet below the surface - could take decades, Parker said. Movement of water from the mine beyond the BHP property could take "up to 500 years," he said.
Area merchants took the latest announcement in stride. "When they laid off 2,400 people before, that's when it hurt us," said Ed Wagner, owner of The Outdoorsman sporting goods store. "This amount will hurt us a little. When they clean this place up, though, it will help us more than anything. This is an ideal situation for retirees. They can come here and buy homes cheaper than anywhere else."
"There's no doubt there is going to be some impact," said Troy Sanders, manager at Chris' True Value Hardware. "There's always been that hope that it would stay open. This give a closure to what's really happening and will likely cause more families to leave."
The latest move could bring more retirees to the area, another resident said.
"I think it's not going to affect the market here as much as it did before," said Jo Buttery, owner of Your Broker Connection real estate company. "Most of the people left working there at the mine were from Tucson. Lots and lots of people left their homes and left them up for foreclosure. The bulk of houses were up for sale December a year ago and the prices dropped. We have a normal supply now and the prices are stable."
Buttery is the founder of the San Manuel Chamber of Commerce. She said the town has about 4,600 residents and is gaining retirees and losing families who are moving away. A local school official also saw a limited impact from the BHP decision.
Mammoth-San Manuel Unified School District has already felt big losses from the mine layoffs over the past two years, so this round won't have a huge effect, said Superintendent Claude Sanders.
The district has lost 20 percent - about 400 students - of its student body and closed its junior high over the summer after young families left the town, he said.
"I doubt if it'll have too much effect - when you're looking up from the bottom there's not too much more that can dump on you," Sanders said.
The high school dropped to the 2A level in sports because enrollment fell from 600 to 400 students last year, he said. The trend of retirees moving into homes that once belonged to mining families hurts the school district, because funding from the state is tied to enrollment. Sanders expects to lose another 100 students over the next few years.
"It looks better for the town than it does for the schools, but we won't dry up and blow away," Sanders said.
* Star reporters Jonathan J. Higuera, Jeannine Relly and Sarah Garrecht Gassen contributed to this report.
* Contact Richard Ducote at 573-4178 or at firstname.lastname@example.org
BHP Billiton Closes San Manuel Copper Mine
BHP TRACK RECORD WITH LABOR
Boomerang BustSan Manuel (Arizona) is finding out what happens when an Australian company buys the local copper mine and lays off half the town http://www.phoenixnewtimes.com/issues/1999-08-26/feature2.html/1/index.html
Putting Globe on the Map As the gritty old mining town in Arizona tries to broaden its economic base, residents debate how much of its future lies in its past http://www.phoenixnewtimes.com/issues/1998-07-30/feature2.html/1/index.html
Source: U.S. Dept. of Labor, Mine Safety and Health Administration, Data Retrieval System: http://www.msha.gov/drs/ Database accessed 11/30/01
Data for one of ten separate BHP mines or operations that MSHA posted data for. Not all of the ten are actual mines; 4 are mills or prep plants. The San Manuel underground mine because it had the worst record of the BHP mines/operations tracked by MSHA, and it was the most similar to the Crandon proposal (it is an underground mine). BHP has closed the mines, but still operates some limited ore processing facilities in Arizona.
After San Manuel, are two sets of totals for the BHP mining operations in the U.S. The first does not include the Navajo open pit coal mine in New Mexico. The second set includes Navajo.
Data from 2/22/96 - 8/15/00 for the San Manuel underground copper
mine operated by BHP in AZ.
Data totals from BHP operations at San Manuel, Pinto Valley, Superior,
and Robinson (does not include Navajo coal mine) from 2/26/96 to 11/06/01
Data totals from all U.S. BHP mining operations from 2/16/96 to
| Thanks to Sonny W. for this Bloomberg article.
Fri, 21 Sept. 2001
Australian Resource Stocks Decline, Led by BHP, Rio
By Jason Gale
Sydney, Sept. 20 (Bloomberg) -- Australian resource stocks fell to an 11-month low, led by top-ranked miner BHP Billiton Ltd., as investors, concerned a global economic slowdown will sap demand for energy and metals, sought safer options.
BHP Billiton, the biggest mining company, posted its biggest one-day decline in almost four years, dropping 46.5 cents, or 5.2 percent, to an 11-month low A$8.525. Shares in third-ranked Rio Tinto fell A$1.05, or 3.3 percent, to a seven-month low A$30.40.
"There's going to be no real trigger to the upside until it becomes clear that the global economy has hit the bottom and begun to improve," said Adrian Mulcahy, who helps manage A$300 million ($148 million) at Perennial Investment Partners Ltd. in Melbourne. "It's probably going to be like this for a little while yet. (Still) I think the kind of prices we're reaching now are as low as they should be going."
The benchmark S&P/ASX 200 Resources Index fell 57.6 points, or 4.2 percent, to 1,305.650 points after dropping as much as 4.9 percent to 1,296.50 points.
Among energy stocks, Woodside Petroleum Ltd., the No. 2 Australian oil company behind BHP, fell 65 cents, or 4.6 percent, to A$13.30, the lowest closing price since April 27. Santos Ltd., the country's third-biggest oil company, fell 28.1 cents, or 4.7 percent, to A$5.65, the lowest close this year.
Crude oil has slumped more than 3 percent since last week's terrorist attacks in the U.S., which came amid concern slower world economic growth will reduce demand. Jet fuel accounts for about 8 percent of oil consumed in the U.S., and U.S. airlines have reduced their schedules by about 20 percent.
BHP Billiton straight down to business
July 24, 2001
By Jan McCallum
Any suggestions that BHP Billiton had lost momentum during the merger that created it were dispelled on July 5. Six days after the merger of BHP and Billiton was finalised, the company announced the $800 million development of Mount Arthur North coal mine in the Hunter Valley, New South Wales. A few days before the merger, Billiton had unveiled a $1.6 billion expansion of its Mozal aluminium smelter in Mozambique. Both projects will be commissioned before the dates given when BHP and Billiton announced their merger on March 19
PAUL ANDERSON: Six months from now, people will see that ... we do have momentum ... and have created something that is greater than the sum of the parts.
The managing director and chief executive officer of BHP Billiton, Paul Anderson, says the company is not so preoccupied with integrating the two businesses that it cannot handle an acquisition. All projects are being reassessed and some will be fast-tracked. Anderson is also pushing ahead with his plan to make the resources giant more customer-focused.
Better access to capital was always touted as a key reason for the merger and it was clear the companies would reassess projects when they could combine their financial firepower. In his first interview since the merger was finalised, Anderson says the planning for the merger has paid off. The operations of the company are more than half integrated and it is now looking at how to capitalise on its combined strengths.
The Spence copper project in Chile, for example, brought to the marriage by Billiton, is almost next door to the Escondida Norte copper deposit owned by BHP, Rio Tinto and other partners. The partners are already expanding the Escondida IV mine, which is due to be completed in 2002, and have committed to developing Escondida Norte in 2004. Anderson says it makes sense to look at sharing infrastructure such as water and expertise from Escondida to Spence, perhaps even some form of co-development. Before the merger, Billiton had signalled it might accelerate development of Spence, which on current planning is due to be commissioned after 2005.
'We will be looking at all kinds of ways to advance projects,' says Anderson, adding that such decisions will be affected by markets, exploration successes and the other vagaries of mining. Anderson says the company has enough degrees of freedom that it can accelerate the projects it has, 'rather than scratching for more opportunities'.
Anderson cannot give financial data, as the company is in the sensitive period before the release of its full-year results on August 20, but he says the merger has slightly lowered the weighted average cost of capital used in assessing value creation. Although he will not say what the figure is, the effect is more significant for the assets Billiton brought to the marriage because its cost of capital was higher. A lower weighted average cost of capital will mean those assets look even better in the balance sheet and might mean new mining prospects brought by Billiton become more attractive when assessed for development.
Anderson says BHP Billiton is always in the market for an acquisition, but he will not be drawn on specific assets the company might be considering. BHP Billiton has been mentioned as a participant in a sale of Woodside Petroleum and in speculation about a split-up of WMC, which might see WMC's nickel and copper businesses available for sale.
Anderson nominates iron ore and nickel as potential areas of expansion for BHP Billiton. In April, the company was thwarted in bidding for the South American iron-ore producer Caemi by another partner, Mitsui, exercising pre-emptive rights. Ownership of Caemi is still not settled. BHP also has a home-grown opportunity to expand its iron-ore business by developing its Mining Area C ore body in Western Australia. Anderson says BHP Billiton wants to be the biggest or second-biggest company in each of the businesses in which it operates, and its presence in nickel is only modest.
Anderson will remain chief executive until December 2002, when he will be succeeded by former Billiton chairman and chief executive Brian Gilbertson, who is now chief operating officer of BHP Billiton. Anderson says the company is being restructured to become more focused on customers. He wants to create a greater focus on how BHP Billiton services its markets, 'rather than what do we produce and how do we get rid of it'.
Anderson has long advocated the need to rethink the way resource companies deal with their customers. For example, rather than putting together the coal assets of Billiton and BHP, which include steaming coal for electricity generation and coking coal for making steel, Anderson has combined into one division coking coal, manganese and iron ore - all ingredients of steel. He says putting the coal assets together would be an 'engineer's solution' rather than a marketing solution. BHP Billiton's marketing organisation will operate from centres in The Hague and Singapore. But critics point out that although Japanese or Korean conglomerates buy more than one product from Australian producers, such as coal for electricity generation and iron ore for steel, different divisions of the conglomerates do the buying, and they question whether Anderson's strategy is workable. Most resource companies would argue they have a strong customer focus.
Anderson says BHP Billiton has to make much better use of its knowledge. The company's charter, issued on July 2, says its purpose is to create value through the discovery, development and conversion of natural resources, and the provision of innovative customer and market-focused solutions. BHP Billiton is well-placed to test those principles, because of its spread of products. Anderson says it can get closer to the customer because it sells many different commodities and it has a broader and deeper customer base than most of its competitors.
Financial analysts are still coming to terms with the strategy, and struggling to see its advantages in financial terms. Anderson says that to the extent it has been considered by analysts, 'people say 'show me'.' He says both he and Gilbertson 'see something so much beyond just a set of assets, but rather than wave our arms and paint that picture and get people excited about it, we are simply going ahead and trying to build that'.
There was little overlap between the assets of BHP and Billiton before the merger. Both were in the coal and copper industries. BHP has brought petroleum, iron ore, liquefied natural gas and coking coal interests to the merger; Billiton has brought aluminium, nickel, steaming coal and ferro-alloy businesses. But rather than keeping executives from the two companies in their familiar divisions, BHP Billiton is shuffling executives from both companies to work with each other. For example, a finance executive from BHP might be appointed to the copper division, while a marketing person from Billiton could join the iron-ore arm. By moving executives around, Anderson hopes to break down the individual BHP and Billiton corporate cultures as quickly as possible.
In three months, BHP Billiton will conduct a series of 360-degree reviews, in which senior managers, from Anderson down, will be reviewed by employees, with a tight focus on how well they work as members of a team. Anderson says the early signs are that people are building 'bridges rather than walls. Everybody is surprised at what they are finding out.'
For example, Anderson was impressed at how Billiton and its partners had structured their ownership of Mozal. The Mozal consortium comprises BHP Billiton, the Government of Mozambique, Mitsubishi Holdings and the Industrial Development Corporation of South Africa. Anderson says it brings together partners who can all contribute to the project and compares favorably with BHP's investment in the Hartley platinum mine in Zimbabwe in terms of handling political risks. (Hartley had mining problems and was sold in 1999 after estimated losses of $700 million.)
Analysts, investors and BHP Billiton's rivals are trying to guess what parts of the merged company might be sold. Because BHP Billiton is a much larger entity than Billiton and BHP alone, projects that were suitable for either of them will be too small for the merged group, although Anderson says the hurdle relates more to the management time needed to run assets rather than an assessment of their financial value. He says small operations with potential might be run by 'incubation' teams until the company can decide if the business should be sold or folded into a larger division.
Anderson will not discuss what assets might be sold, although Billiton brought some relatively expensive copper mines to the merger. BHP contributed the troubled Ok Tedi mine in Papua New Guinea and the underperforming hot-briquetted iron plant in Western Australia. The Ekati diamond mine in Canada is one of BHP's most profitable earners but might be too small for BHP Billiton....
BHP BILLITON MERGER COMPLETE
Melbourne and London
29 June 2001
BHP Limited (BHP) and Billiton Plc (Billiton) today formally completed their merger, creating the world's leading diversified resources group, to be known as BHP Billiton.
BHP Billiton has an exceptional asset base of low cost, long-life operations with outstanding commodity and country diversification. Based on the closing prices of BHP and Billiton on 28 June 2001, the new Group will have an enterprise value of approximately US$38 billion.
BHP Billiton Managing Director and Chief Executive Officer Paul Anderson said the combined Group will have the financial strength, international scope and enhanced skills to deliver major growth opportunities and value to shareholders, customers, employees and local communities.
"BHP Billiton aims to be the industry leader in respect of returns to our shareholders, sustainable value creation for all stakeholders and the highest standards of health, safety and environmental practice," he said.
"The combination of world-class assets, outstanding cash generation and a common commitment to realise future growth opportunities, provide the platform for high value growth going forward. The excellent work done by the various integration teams enables us to 'hit the ground running' and to move rapidly to realise the vast potential of BHP Billiton."
BHP Billiton will occupy industry-leader, or near-leader, positions in aluminium, metallurgical coal, seaborne steaming coal, copper, ferro-alloys, iron ore and titanium minerals. The Group also has substantial world-wide interests in oil, gas, liquefied natural gas (LNG), nickel, diamonds and silver."
BHP Billiton will be run by a unified Board and management team, with headquarters in Melbourne, Australia and a significant corporate management centre in London.
Since announcement of the merger on 19 March 2001, combined BHP and Billiton teams have been working to ensure the rapid integration of the two organisations. Significant progress has been made in several key areas.The following matters have already been finalised and will be implemented immediately:
More detailed information on each of these areas will be provided as work progresses.
The new business model for BHP Billiton is one that couples high quality, long-life assets with innovative customer and market solutions. The model will enable BHP Billiton to service the needs of its customers better, deliver global growth opportunities and take advantage of complementary skills and global scale.To this end, BHP Billiton has grouped major operating assets into Customer Sector Groups ("CSGs"). These comprise:
"Each customer sector will have clear financial and operating responsibilities and will be required to deliver sector-specific growth opportunities. This is a new way of approaching our business and will deliver wide-ranging benefits to both BHP Billiton and its customers," he said.
Information on the Customer Sector Group's is available at: www.bhpbilliton.com/bb/investorCentre/investorCentre.asp
Board and Management
The identical boards of BHP Billiton Limited and BHP Billiton Plc will comprise the current non-executive directors of BHP Limited and Billiton Plc, as well as Paul Anderson (Managing Director and CEO), Brian Gilbertson (Deputy Chief Executive Officer) and Ron McNeilly (Executive Director, Global Markets). Don Argus has been appointed Chairman and John Jackson Deputy Chairman of both companies. The names of directors are set out in Appendix One.
BHP Billiton has also established a seven-person Executive Committee comprising Paul Anderson, Brian Gilbertson, Chip Goodyear (Chief Development Officer and Acting Chief Financial Officer), Mike Salamon (President and Chief Executive Officer Minerals), Philip Aiken (President Petroleum), Kirby Adams (President Steel) and John Fast (Chief Legal Counsel). Following the appointment of a Chief Financial Officer, he/she will also be appointed to the Executive Committee.
Information on the BHP Billiton organisational structure, Board and management is available at: www.bhpbilliton.com/bb/investorCentre/investorCentre.asp the Executive Committee.
The first combined meetings of the BHP Billiton Limited and BHP Billiton Plc boards will be held in Melbourne in August 2001. the Executive Committee.
The Dual Listed Companies (DLC) structure means that the existing primary listings on the Australian and London stock exchanges will be maintained, as will the secondary listing on the Johannesburg stock exchange (and an American Depositary Receipts listing on the New York Stock Exchange). The companies will now be known as BHP Billiton Limited in Australia and BHP Billiton Plc in London and Johannesburg. The stock exchange 'ticker symbols' for both the Australian and London listings remain unchanged. the Executive Committee.
Bonus Share Issue
As part of the merger terms, a bonus share issue for eligible BHP shareholders will be made to ensure that the economic and voting interest of each BHP share and each Billiton share is equal. the Executive Committee.
As previously advised, BHP shares purchased after 28 June 2001 will not be eligible for the bonus share entitlement, and the shares will trade "ex" (that is, without) entitlement from the commencement of trading on the ASX on 29 June 2001. Each eligible BHP shareholder will receive 1.0651 new BHP shares for every existing BHP share held. the Executive Committee.
Allotment of shares to eligible shareholders will occur within the required 10-business day period following the record date, which will be Thursday 5 July 2001. the Executive Committee.
The issue of the BHP bonus shares should not affect the market capitalisation of BHP, although there will be an associated downward adjustment in the BHP share price to reflect the higher number of shares on issue. Further information on the Bonus Share Issue is available at: www.bhpbilliton.com/bb/investorCentre/investorCentre.asp or (for Australian callers) on: 1300 656 780. the Executive Committee.
BHP Billiton will produce its main financial reports on an annual and semi annual basis. The combined group will also produce quarterly production and financial reports which will evolve, where necessary, to meet the requirements of shareholders.
The full year balance sheet date for BHP Billiton will be 30 June. Half year (to 31 December) and full year (to 30 June) results will be reported as set out in section A of the "Preliminary Profit Announcement" detailed below. First quarter (to 30 September) and third quarter (to 31 March) results will comprise an abridged version of the half and full year results. The group will release a template for its quarterly reporting format prior to the first quarter results.
As the merger has been completed before the end of the 2001 financial year, BHP Billiton will take costs associated with the merger into its 2001 results. The estimated cost is approximately US$98 million after tax, which is expected to be split US$43 million for BHP and US$55 million for Billiton. In addition, the Billiton accounts will record the costs associated with the vesting of the two share options schemes. This is expected to be US$37 million. Both companies are also expected to take certain restructuring provisions related to the transaction.
Preliminary Profit Announcement for the Financial Year Ending 30 June 2001 BHP Billiton expects to release a stock exchange announcement detailing its preliminary results for the year ending 30 June 2001 on Monday 20 August 2001. The release will be issued at 08:00 Melbourne time to the Australian Stock Exchange and will be posted on the BHP Billiton website as soon as possible thereafter. The release will appear on the London and Johannesburg stock exchange screens when these exchanges open on Monday 20 August 2001.
The preliminary profit announcement will comprise three sections: A. BHP Billiton merged accounts in US dollars under UK GAAP for the year ended 30 June 2001. These accounts will include profit & loss, balance sheet and cash flow information prepared on the basis that BHP and Billiton had been merged for the full 12 months ended 30 June 2001. Supplementary information at a Customer Sector and business level will also be provided. A template of the planned supplementary reporting format, on a semi-annual and full year basis, is available at www.bhpbilliton.com/bb/investorCentre/investorCentre.asp. Comparative proforma merged accounts will be provided for the year ended 30 June 2000.
A . BHP stand alone preliminary profit results (including supplementary information - business results) in Australian dollars under Australian GAAP for the year ended 30 June 2001 in the standard BHP format used for previous BHP quarterly profit announcements. The BHP information will be prepared on the basis that BHP had been a stand-alone entity for the full 12 months ended 30 June 2001. Comparative data will be provided for the year ended 30 June 2000.
A. Billiton stand alone preliminary profit results in US dollars under UK GAAP for the year ended 30 June 2001 in the standard Billiton format, similar to the information provided in Billiton's most recent interim report. The Billiton information will be prepared on the basis that Billiton had been a stand-alone entity for the full 12 months ended 30 June 2001. Comparative data will be provided for the year ended 30 June 2000.
Quarterly Production Report for the Three Months Ending 30 June 2001 The first quarterly production report is expected to be released on Tuesday 31 July 2001 for the three months ending 30 June 2001. This report will cover all of BHP Billiton's producing assets. The format and content of the report will be similar in style to the existing BHP quarterly production report. A template of the BHP Billiton quarterly production report is available at: www.bhpbilliton.com/bb/investorCentre/investorCentre.asp
Adoption of FRS 19 for BHP Billiton Plc Accounts
Under UK GAAP, companies are required to adopt the new reporting standard on deferred taxation ("FRS 19"). BHP Billiton will adopt FRS 19 for the financial year ending 30 June 2001 and will apply this on an undiscounted basis.
In broad terms, FRS 19 requires provision for deferred tax on a comprehensive basis (akin to US GAAP), as opposed to the current provision on a partial basis. For the year ended 30 June 2000, the impact would have been similar to the numbers set out in the US GAAP Reconciliation in Billiton's annual report (p 107), where there was a reduction of US $15 million to the income statement and of US$350 million to shareholders' funds.
This announcement is issued by BHP and Billiton and has been approved by J.P. Morgan plc ("JPMorgan") and UBS Warburg Ltd., a subsidiary of UBS AG, for the purposes of Section 57 of the Financial Services Act 1986.
This announcement does not constitute a recommendation regarding the purchase or sale of the ordinary shares of BHP Limited, Billiton Plc, BHP Billiton Limited or BHP Billiton Plc. Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. This announcement does not constitute an offer or invitation to purchase any securities.
J.P. Morgan plc ("JPMorgan"), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Billiton and no one else in connection with the merger and will not be responsible to anyone other than Billiton for providing the protections afforded to customers of JPMorgan, nor for providing advice in relation to the merger.
UBS Warburg Ltd. a subsidiary of UBS AG ("UBS Warburg"), which is regulated in the United Kingdom by The Securities and Futures Authority, Limited (�BS Warburg") is acting for BHP and no one else in connection with the merger and will not be responsible to anyone other than BHP for providing the protections afforded to customers of UBS Warburg and its subsidiaries and affiliates, nor for providing advice in relation to the merger.
Mandy Frostick, Manager Media Relations
LIST OF BOARD MEMBERS OF BHP BILLITON LIMITED AND BHP BILLITON PLC
Don Argus, 62, Chairman
Expected BHP Billiton Merger Completion Date
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BHP merger approved
By SIMON JOHANSON
19 May 2001, 04:19 PM
BHP shareholders have given the green light to the proposed $57 billion merger with UK-based Billiton at a special meeting this afternoon.
Shareholders have also endorsed resolutions to change the constitution and to change the company's name to BHP Billiton.
Announcing the results of the formal vote counting this afternoon, BHP chairman Don Argus said it was "a great vote of confidence".
"(It) ..certainly gives us a good platform to work forward with."
Chief Executive Paul Anderson said the per cent in favour of the merger among BHP shareholders was only slightly below the percentage figure for Billiton shareholders.
"There's a very strong mandate," he said.
He said BHP understood where some of the criticism about the merger had come from and would be thinking about what shareholders had said at the meeting.
"The vote is there. The share price is there. We've got a pretty strong mandate that the shareholders like this deal."
It took several hours of questions, heated criticism and posturing before BHP shareholders finally raised their hands in a solid display of support for the merger.
Shareholders, many who have been with the company for years, listened in the Melbourne Concert Hall to chairman Don Argus describe the terms of the merger and assure them directors were well placed to recommend the deal.
"This is not a case of 'trust me'," Mr Argus said. "The BHP management team have completed the work required for the directors to make full and unambiguous recommendations in the form an independent expert would."
But when Mr Argus accepted questions from the floor, many expressed concern the deal would hand control of the Big Australian to Billiton, result in the company abandoning its Melbourne head quarters, benefit Billiton shareholders by $5.5 billion and diminish BHP's record on corporate governance.
Vocal critics suggested Mr Argus was turning the company into "one big quarry" with no interest in technological research or value adding to its products. Others said Billiton's executives had "outsmarted" BHP's managers, and advantaged themselves.
Concerns were raised about the future sale of BHP's steel division.
One shareholder suggested the it was a "reverse takeover."
Both Mr Argus and chief executive Paul Anderson defended the merger proposal.
"The share price was down to $11 and now it's $22.85 which is a testament to the focus we have," Mr Argus said.
"So to say this is a reverse takeover is nonsense - it's not a reverse takeover," Mr Argus said.
But not all the feedback was bad. One shareholder told the meeting she had followed the company through its ups and down. "When you (Mr Argus) came my heart rejoiced," she said.
The fiery debate inside was echoed outside earlier this morning when about 3000 con struction BHP and construction workers rallied outside meeting, calling for a vote against the merger.
Shareholders arriving at the meeting walked through a the gauntlet of workers standing shoulder-to-shoulder and blocking the city-bound lanes of St Kilda Rd.
ACTU secretary Greg Combet told the rally that the deal with Billiton would disadvantage Australian workers and eventually move control of the company off-shore.
"We don't want a deal to go ahead until our concerns are satisfied," he said. "We are going to make sure that the people here are going to be held to account for the decision they make today."
The unions - the Construction, Forestry, Mining and Energy Union, the Australian Workers Union and the Australian Manufacturing Workers' Union - claimed the merger will put thousands of jobs at risk.
One unionist was injured earlier when hit by a truck on St Kilda Road.
Inside the meeting BHP chairman Don Argus said he would have to reconsider his position if shareholders voted against the merger.
"As far as my position is concerned, if it got voted down then clearly I would have to reconsider my position," he said.
He denied that job losses would be a consequence of its decision to exit the steel business, if the merger ahead.
As part of its plan, BHP will spin-off its $3.5 billion steel business as the new company concentrates on minerals and petroleum.
Mr Argus told shareholders "there is no impact on jobs" when quizzed by a former BHP worker on the future of steel.
The biggest concern for BHP's institutional and retail investors has been the premium the company is paying for the merger, with BHP valuing the premium at between nine and 13 per cent, while the market sees it more of the value of about 20 per cent.
But Mr Argus maintained BHP shareholders were getting a good deal.
Mr Argus also assured shareholders the headquarters of BHP Billiton would remain in Melbourne.
And he said share holders would continue to receive dividends from BHP and in Australian dollars.
Mr Argus said BHP dividends would also still continue to qualify for franking credits when they are available.
Mr Argus said it was expected that the combined BHP Billiton group would also pay half yearly dividends.
- with AAP
on "The Melbourne Age" website
(Click on first thumbnail to begin gallery)
May 18, 2001
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