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6/29/01 BHP Billiton Ltd 6-K 6/29/01 1:16K
Report of a Foreign Private Issuer — Form 6-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 6-K Bhp Billiton Merger Complete 7± 24K
Release Time IMMEDIATE
Date 29 June 2001
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 CEO 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
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
. the combined Group's organisational structure and asset groupings
(see Business Model below);
. senior management positions at both the corporate and customer sector
. governance arrangements (including capital management processes, risk
management, and project execution review arrangements);
. The Group's health, safety, environment and community policy and associated
. definition of portfolio management priorities;
. definition of the global marketing structure which entails twin marketing
hubs in The Hague and Singapore, and
. integration of Treasury and certain information systems.
Further areas of focus for BHP Billiton in coming months include:
. proceeding with the integration programme, including the finalisation of
additional management appointments;
. establishing detailed business plans and strategies at the corporate and
customer sector levels;
. detailed plans to capture the merger benefits;
. evaluating and sequencing the Group's quality growth opportunities, and
. optimising the financing and balance sheet arrangements for the Group.
Progress continues on the development of proposals for the planned spin-out
of BHP Steel to BHP shareholders intended to occur by the end of 2002.
This would be accompanied by an appropriate adjustment to compensate Billiton
shareholders for the value distributed to BHP shareholders.
More detailed information on each of these areas will be provided as work
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:
- Aluminium (Aluminium, Alumina)
- Base Metals (Copper, Silver, Zinc, Lead)
- Carbon Steel Materials (Coking Coal, Iron Ore, Manganese)
- Stainless Steel Materials (Chrome, Nickel)
- Thermal (Steaming) Coal
- Petroleum (Oil, Gas, LNG)
Mr Anderson said this would enable BHP Billiton to identify specific
customer requirements and manage business operations accordingly.
"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
Information on the Customer Sector Group's is available at:
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 full list of Directors is in
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: http://www.bhp.com/default.asp?page=2
The first combined meetings of the BHP Billiton Limited and BHP Billiton Plc
boards will be held in Melbourne in August 2001.
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.
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.
As previously advised, BHP shares purchased on the ASX 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.
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 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: http://www.bhp.com/default.asp?page=2, or (for Australian callers)
on: 1300 656 780.
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
http://www.bhp.com/default.asp?page=2 . Comparative proforma merged
accounts will be provided for the year ended 30 June 2000.
B. 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.
C. 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: http://www.bhp.com/default.asp?page=2
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
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
(UBS 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.
Dr. Robert Porter, Vice President Investor & Media Relations
Tel: + 61 3 9609 3540 Mobile: +61 419 587456
Mandy Frostick, Manager Media Relations
Tel: +61 3 9609 4157 Mobile: +61 419 546 245
Marc Gonsalves, Vice President Investor Relations & Communication
Tel: +44 20 7747 3956 Mobile: +44 7768 264 950
Fax: +44 20 7747 3914 email: mgonsalves@Billiton.com
Michael Campbell, Vice President Investor & Media Relations
Tel: +27 11 376 3360 Mobile: +27 82 458 2587
Fax: +27 11 376 3362 email: firstname.lastname@example.org
Francis McAllister, Manager Investor Relations
Tel: +1 713 961 8625 Mobile: +1 713 480 3699
List of board members of BHP Billiton Limited and BHP Billiton Plc
Don Argus, 62, Chairman
John Jackson, 72, Deputy Chairman
Ben Alberts, 61*
Paul Anderson, 56, Managing Director and Chief Executive Officer
David Brink, 61*
Michael Chaney, 51*
John Conde, 52*
David Crawford, 57*
Brian Gilbertson, 57, Deputy Chief Executive
Cornelius Herkstroter, 63*
David Jenkins, 62*
Derek Keys, 69*
Ron McNeilly, 57, Executive Director Global Markets
John Ralph, 68*
Lord Renwick of Clifton, 63*
Barry Romeril, 57*
John Schubert, 58*
(* Non-Executive Director)
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