Filed by: BHP Billiton Plc
and BHP Billiton Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Rio Tinto Plc
Commission File No.: 001-10533
and
Rio Tinto Limited
Commission File No.: 000-20122
The following are slides comprising an investor presentation that was first given by Marius Kloppers, Chief Executive Officer, BHP Billiton on December 12, 2007, and was subsequently amended to add slide 40 that displays an appendix listing total capital expenditures on completed projects and to include an additional footnote (b) on slide 9. The amended version of this investor presentation has been posted to www.bhpbilliton.com, replacing the version that was originally posted there.
BHP Billiton and Rio Tinto A Matter of Value
12 December 2007
Disclaimer
This document has been prepared by BHP Billiton Ltd and BHP Billiton Plc (“BHP Billiton”) and comprises the written materials/slides for a presentation concerning BHP Billiton and its proposed combination with Rio Tinto Ltd and Rio Tinto plc (“Rio Tinto”). By reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of BHP Billiton accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that such is the case, the information contained in this presentation is, to the best of the knowledge and belief of the directors of BHP Billiton, in accordance with the facts and contains no omission likely to affect its import.
Subject to the above, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the presentation or of the views given or implied. To the extent permitted by law, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith.
This presentation is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation of any offer to sell or otherwise dispose of, purchase or subscribe for, any securities, nor does it constitute investment advice, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision, nor does it constitute a proposal to make a takeover bid or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (or under an exemption from such requirements). No offering of securities shall be made into the United States except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom.
Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly) in Canada or Japan. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
This presentation is directed only at persons who (i) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Order or (iii) are outside the United Kingdom (all such persons being referred to as “relevant persons”). This presentation must not be acted on or relied on by persons who are not relevant persons.
Information about Rio Tinto and Alcan Inc. (“Alcan”) included in this presentation is based on public information which has not been independently verified. Certain statistical and other information about BHP Billiton included in this presentation is sourced from publicly available third party sources. As such it presents the views of those third parties, but may not necessarily correspond to the views held by BHP Billiton.
Certain statements in this presentation are forward-looking statements. The forward-looking statements include statements include statements regarding contribution synergies, future cost savings, the cost and timing of development projects, future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives and, without limitation, other statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “plans”, “estimates” and words of similar import. These forward-looking statements speak only as at the date of this presentation. These statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from any expected future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements are based on numerous assumptions regarding BHP Billiton’s present and future business strategies and the environments in which BHP Billiton and Rio Tinto will operate in the future and such assumptions may or may not prove to be correct.
Page 2
Disclaimer (Continued)
There are a number of factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results or performance to differ materially from those described in the forward-looking statements include, but are not limited to, BHP Billiton’s ability to successfully combine the businesses of BHP Billiton and Rio Tinto and to realise expected synergies from that combination, the presence of a competitive proposal in relation to Rio Tinto, satisfaction of any conditions to any proposed transaction, including the receipt of required regulatory and anti-trust approvals, Rio Tinto’s willingness to enter into any proposed transaction, the successful completion of any transaction, as well as additional factors such as changes in global, political, economic, business, competitive, market or regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or dispositions and the outcome of litigation and government actions. Additional risks and factors that could cause BHP Billiton results to differ materially from those described in the forward-looking statements can be found in BHP Billiton’s filings with the US Securities and Exchange Commission (“SEC”), including BHP Billiton’s Annual Report on Form 20-F for the fiscal year-ended June 30, 2007, and Rio Tinto’s and Alcan’s filings with the SEC, including Rio Tinto’s Annual Report on Form 20-F for the fiscal year-ended December 31, 2006 and Alcan’s Annual Report on Form 20-F for the fiscal year-ended December 31, 2006, which are available at the SEC’s website (http://www.sec.gov). Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. The information and opinions expressed in this presentation are subject to change without notice and BHP Billiton expressly disclaims any obligation (except as required by law or the rules of the UK Listing Authority and the London Stock Exchange, the UK Takeover Panel, or the listing rules of ASX Limited) or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in BHP Billiton’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
None of the statements concerning expected cost savings, revenue benefits (and resulting incremental EBITDA) and EPS accretion in this presentation should be interpreted to mean that the future earnings per share of the enlarged BHP Billiton group for current and future financial years will necessarily match or exceed the historical or published earnings per share of BHP Billiton, and the actual estimated cost savings and revenue benefits (and resulting EBITDA enhancement) may be materially greater or less than estimated.
The United States Securities and Exchange Commission permits mining companies in their filings with the SEC to disclose only those mineral deposits that the company can economically and legally extract. Certain measures in this presentation, including “Resources,” “potential mineralisation” and “targeted mineralisation”, would not be permitted in an SEC filing. The material denoted by such terms is not proven or probable Reserves as such terms are used in the SEC’s Industry Guide 7, and there can be no assurance that we will be able to extract such material economically. We urge investors to refer to our Annual Report on Form 20-F for the fiscal year ended June 30, 2007, for our most recent statement of mineral Reserves calculated in accordance with Industry Guide 7.
Goldman Sachs International and its affiliates, and Gresham Partners are acting for BHP Billiton and no-one else in connection with the proposals referred to in this presentation and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to such proposals or any other transaction, arrangement or matter referred to herein.
In connection with BHP Billiton’s proposed combination with Rio Tinto by way of the proposed Schemes of Arrangement (the “Schemes”), the new BHP Billiton shares to be issued to Rio Tinto shareholders under the terms of the Schemes have not been, and will not be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state, district or other jurisdiction of the United States, and no regulatory clearances in respect of the new BHP Billiton shares have been, or (possibly with certain limited exceptions) will be, applied for in any jurisdiction of the United States. It is expected that the new BHP Billiton shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
In the event that the proposed Schemes do not qualify (or BHP Billiton otherwise elects pursuant to its right to proceed with the transaction in a manner that does not qualify) for an exemption from the registration requirements of the US Securities Act, BHP Billiton would expect to register the offer and sale of the securities it would issue to Rio Tinto US shareholders and Rio Tinto ADS holders by filing with the US Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”), which would contain a prospectus (“Prospectus”), as well as other relevant materials. No such materials have yet been filed. This communication is not a substitute for any Registration Statement or Prospectus that BHP Billiton may file with the SEC.
US INVESTORS AND US HOLDERS OF Rio Tinto SECURITIES AND ALL HOLDERS OF RIO TINTO ADSs ARE URGED TO READ THE REGISTRATION STATEMENT AND PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
If and when filed, investors and security holders will be able to obtain a free copy of the Registration Statement and Prospectus as well as other relevant documents filed with the SEC at the SEC’s website (http://www.sec.gov), once such documents are filed with the SEC. Copies of such documents may also be obtained from BHP Billiton without charge, once they are filed with the SEC.
Competent Persons for Mineral Resources and Ore Reserves are named in the BHP Billiton Annual Report 2007, which can be viewed at www.bhpbilliton.com. Heath Arvidson, who is a member of AusIMM, a full time employee of BHP Billiton and has the required qualifications and experience, is a Competent Person for the probabilistic assessment of Potential Mineralisation, which is reported under Section 18 of the JORC code. Heath Arvidson verifies that the relevant content of this document is based on and fairly reflects the information in the supporting documentation relating to Potential Mineralisation.
References in this presentation to “$” are to United States dollars unless otherwise specified.
Page 3
Agenda
| 1. |
|
BHP Billiton: Superior shareholder value creation |
| 2. |
|
BHP Billiton: World class growth assets |
| 3. |
|
BHP Billiton’s proposal to Rio Tinto |
Page 4
1. BHP Billiton: Superior shareholder value creation
Page 5
Superior market value growth
Market capitalisation
(US$B)
240 BHP Billiton CAGR: 37% US$230B
210
180
150 Rio Tinto CAGR: 29% US$122B
120
90
60
US$31B
30 US$24B
0
29-Jun-2001 28-Jun-2002 30-Jun-2003 30-Jun-2004 30-Jun-2005 30-Jun-2006 29-Jun-2007 31-Oct-2007
Source: Datastream and financial reports and company filings of BHP Billiton and Rio Tinto.
Note: Market capitalisation based on shares outstanding and share price as at the dates shown. In addition, over the period from 29-Jun-01 to 31-Oct-07, BHP Billiton undertook share buybacks of US$11.4B and Rio Tinto undertook share buybacks of US$4.8B and paid a special dividend of US$1.5B in 2006.
Page 6
BHP Billiton’s drivers of value
• Ownership of a portfolio of Tier 1 assets
• Track record of
– Continued investment in development throughout the cycle
– Execution on time and on budget
– Delivering production growth
• Translates to
– Earnings per share growth
– Dividend per share growth
– Total shareholder return
Page 7
BHP Billiton has invested more capital into development
Total capital expenditure on completed projects
(US$B since Jul-2001)
BHP Billiton Total = US$11.2bn Rio Tinto Total = US$4.9bn
3.0 2.5 2.0 1.5 1.0
0.5 0.0
Nil Nil
| (a) |
|
CY2001 CY2002 CY2003 CY2004 CY2005 CY2006 CY2007 CY2001 CY2002 CY2003 CY2004 CY2005 CY2006 CY2007 Iron Ore Other Developments
Source: BHP Billiton and Rio Tinto annual and half-yearly reports.
Note: Total capital expenditure on completed projects represents announced capital expenditure on announced completed projects excluding acquisitions. a) Rio Tinto’s completed projects to 30-Jun-2007.
Growth delivered since July 2001
[GRAPHIC APPEARS HERE]
Page 8
Strong execution performance
Major minerals development projects commissioned since July 2001(a) (b)
Over Budget
Cost
Behind
Schedule
Schedule
120%
100%
80%
Under
Budget
Ahead of
60%
Schedule
40%
20%
0%
Mozal 2
Hillside 3
Escondida Phase IV
Escondida Norte
Escondida Sulphide Leach
Spence
Mount Arthur North
Mining Area C
Products & Capacity Expansion
RGP2
Ravensthorpe (forecast)
Notes: a) Selected projects >US$100m and managed by BHP Billiton. Excludes petroleum projects. Performance relative to initial announced US$ budget. b) BHP Billiton provided the latest update for the status of the Ravensthorpe project at the announcement of its full year 2007 preliminary results on 22 August 2007. At that time the expected cost was 212% of the initial announced US$ budget and 136% of the initial target schedule.
Page 9
Superior production growth
Excl. production from sold/ceased operations
(Index: FY2001 production = 100)
170
160 BHP Billiton 8% CAGR
150
140
Rio Tinto
130
4% CAGR
120
110
100
FY01 FY02 FY03 FY04 FY05 FY06 FY07
Incl. production from sold/ceased operations(a)
(Index: FY2001 production = 100)
170 160 150
140 BHP Billiton 5% CAGR
130
120
Rio Tinto 2% CAGR
110
100
FY01 FY02 FY03 FY04 FY05 FY06 FY07
Source: Rio Tinto production numbers sourced from 2006 Annual and 2007 Half-Year Reports.
Note: Production shown for the comparable 12 months ending 30-June for both BHP Billiton and Rio Tinto. Converted to copper equivalent units using BHP Billiton FY2007 average realised prices and BHP Billiton estimates. a) BHP Billiton includes all production from sold or ceased operations except for the following disposed operations: hot briquetted iron, fertilisers, chrome and steel. Rio Tinto includes production from sold or ceased operations except for tin.
Page 10
Superior EPS growth
Earnings per share
(Index: FY2002 = 100; US$)
800
BHP Billiton 700 50% CAGR
600
500
Rio Tinto 37%
400
CAGR
300 200 100
0
FY2002 FY2003 FY2004 FY2005 FY2006 FY2007
Source: BHP Billiton and Rio Tinto annual and half-yearly reports. No adjustments made for any changes in accounting policies. Note:
BHP Billiton’s EPS represents reported underlying EPS for the financial year ending 30-June. EPS in FY2002 excludes the results of BHP Billiton’s Steel business which was demerged in July 2002. Rio Tinto’s EPS calendarised to year ending 30-June. Calendarisation calculated assuming underlying net income for the 12 months ending 30-June, divided by average shares outstanding.
Page 11
Superior dividend growth
Declared ordinary dividends per share
(Index: FY2002 = 100; US$)
400
BHP Billiton 29% CAGR
300
200
Rio Tinto 11% CAGR
100
0
FY2002 FY2003 FY2004 FY2005 FY2006 FY2007
Source: BHP Billiton and Rio Tinto annual and half-yearly reports.
Note: Rio Tinto’s ordinary dividends per share restated to June year end. In addition, over the period ending 30-June-2007, BHP Billiton undertook share buybacks of US$9.6B and Rio Tinto undertook share buybacks of US$4.7B and paid a special dividend of US$1.5B in 2006.
Page 12
Superior total shareholder return
BHP Billiton Ltd and Rio Tinto Ltd TSR(a)
(Index: Jun-2001 = 100)
600
BHP Billiton 30% CAGR
500
400 • 300
200 Rio Tinto 23% CAGR
100
0
Jun-01 May-02 Apr-03 Mar-04 Jan-05 Dec-05 Nov-06 Oct-07
Total shareholder return:
– BHP Billiton Ltd TSR 30% CAGR, 433% cumulative growth
– Rio Tinto Ltd TSR 23% CAGR, 276% cumulative growth A$10,000 invested at the date of formation of BHP Billiton’s DLC is now worth approximately
– BHP Billiton Ltd: A$53,317
– Rio Tinto Ltd: A$37,612
Source: IRESS. a) As at 31-Oct-2007. Total Shareholder Return (“TSR”) calculated as the increase in share value including dividends reinvested at the date of receipt. Assumes Bluescope Steel shares received by BHP Billiton Ltd shareholders in July 2002 were immediately sold with proceeds reinvested in BHP Billiton Ltd.
Page 13
2. BHP Billiton: World class growth assets
Page 14
Simplicity, scale and growth...
CSG
Petroleum D&SP Manganese Aluminium SSM Met Coal Base Metals Iron Ore Energy Coal
As at 11-Dec-2007
Proposed capital expenditure
<US$500m US US$ $501m $ US US$ $2B+ -US -US$ $2B 2B
Olympic Dam
Expansion 2 2 Macedon
Turrum
Blackwater WA Iron Ore Angola
Alloy Quantum 1 & DRC
UG Exp Resolution Saraji 1 & CMSA Heap
NWS Leaching
WFG
Canadian Caroona GEMCO
Thebe Potash Exp
Angostura
Nimba Gas Red Hill Ekati
UG
Kennedy Olympic Dam Endeavour
Hallmark Daunia
Expansion 1 1 Drift
Goonyella Cerrejon
Expansions SA Mn Opt Exp
Ore Exp Peak Downs
Browse LNG Exp Corridor
Sands II
WA Iron Ore Boffa/Santou
RGP 5 5 Refinery
CMSA 3rd
Line Samarco 4 4
Shenzi WA Iron Ore
Nth Quantum 2 2
Olympic Dam Corridor
Expansion 3 Sands II II Escondida 3rd
3 Concentrator
Gabon
CMSA 4th RBM
Scarborough Line
Wards
CW Africa 2013
Exploration Well
12
Maruwai
Stage 2 Navajo
Sth WA Iron Ore Yabulu NWS
Bakhuis RGP 4 4 Angel
Cliffs
Worsley Neptune
E&G NWS Samarco
Kipper GEMCO T5 T5
Douglas- Klipspruit
Middelburg Shenzi Pyrenees
Maruwai
NWS Nth Stage 1
Rankin B B Ravensthorpe
Koala Atlantis
Guinea UG North
Newcastle
Third Port Alumina
Alumar WA Iron Ore
Mt Arthur RGP 3 3
Perseverance Coal UG Zamzama
Deeps Phase 2
2013
Future Options
Estimated at over US$50B
Feasibility
12 projects representing capex of US$6.1B
2010
Execution 2008 17 projects representing capex of US$12.3B
Page 15
BHP Billiton: World class growth assets – some examples
• Pilbara iron ore
– A tier 1 asset
– Mineralisation positions to support 50+ years
– Strong growth profile supported by existing and proposed infrastructure
• Olympic Dam
– A world class resource
– Significant brownfield development opportunity
– Multi-stage expansion potential
• Nickel
– A major global producer
– Significant growth potential in Nickel West and Cerro Matoso
• Petroleum
– Double digit volume growth
– History of exploration success
– Strong historical financial performance
Page 16
Pilbara iron ore: Tier 1 asset
• Resource and mineralisation that supports production for more than 50 years
• High level of equity ownership in underlying Resources (85% - 100%)
• Large high grade ore bodies, concentrated around key infrastructure
• Very low cost curve position and close proximity to Asian growth market
• First class project development and production growth record, the equal of its peers
• First class infrastructure
– Rail system: can be expanded to meet future growth plans
– Port: Inner Harbour – expansion to 155 mtpa in progress; planning for an additional 50+ mtpa to deliver 200 mtpa is well advanced
– Port: Outer-Harbour – phase 1 plans are to create BHP Billiton capacity of 100-150+ mtpa. Total potential port capacity of 400+ mtpa
– Total potential port capacity of Port Hedland 700+ mtpa
• Neither company needs the other to deliver its iron ore growth – the proposal is about unlocking incremental value unique to the combination
Page 17
Pilbara iron ore: Mineralisation to support 50+ years
(Billion tonnes, 100% basis)
BHP Billiton Pilbara iron ore(a)
Targeted additional Pilbara Reserves & Resources Mineralisation 8.0 18-30c)
Pilbara Reserves and Resources(a)(b)
BHP Billiton Rio Tinto
8.0 14.2
Rio Tinto Pilbara iron ore(b)
Targeted additional Reserves & Resources Pilbara Mineralisation
14.2
20-30 (c)
Notes: a) Source: Reserves and Resources – BHP Billiton 2007 Annual Report. All data are on a 100% basis.
The Potential Mineralisation (Exploration Target) was announced by BHP Billiton in October 2007, and is based on probabilistic assessment of areas across the Pilbara using surface mapping, geophysics, known regional geology and some limited drill results acquired over the last 40 years of exploration. The target range is conceptual in nature, there has not been sufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource; BHP Billiton Mineral Resource information should be read together with and subject to the notes set out in the BHP Billiton Annual Report 2007. This document can be viewed at: www.bhpbilliton.com.
b) Source: Reserves and Resources – Rio Tinto 2006 Annual Report; Potential Mineralisation based on Rio Tinto Investor Presentation, 26-Nov-2007, “Delivering exceptional growth”.
c) Chart areas showing additional Pilbara Mineralisation represent 30bt.
Page 18
Pilbara iron ore: Mineralisation on an equity basis
Pilbara Reserves & Resources
(Billion tonnes, equity share)
7
~11
Targeted additional Pilbara Mineralisation(a)
(Billion tonnes, equity share)
16 - 27
15 - 23
BHP Billiton (b) Rio Tinto (c) BHP Billiton (b) Rio Tinto (est.) (d)
Notes: a) Bar size represents the high of the targeted Mineralisation range. Based on announcements from both companies.
b) Source: Reserves and Resources – BHP Billiton 2007 Annual Report. Resources are quoted inclusive of Reserves.
The potential Mineralisation (exploration target) was announced by BHP Billiton in October 2007, and is based on probabilistic assessment of areas across the Pilbara using surface mapping, geophysics, known regional geology and some limited drill results acquired over the last 40 years of exploration. The target range is conceptual in nature, there has not been sufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource; BHP Billiton Mineral Resource information should be read together with and subject to the notes set out in the BHP Billiton Annual Report 2007. This document can be viewed at www.bhpbilliton.com.
c) Source: Reserves and Resources – Rio Tinto 2006 Annual Report (Rio Tinto Resources on the chart shown inclusive of Reserves); potential Mineralisation based on Rio Tinto Investor Presentation, 26-Nov-2007, “Delivering exceptional growth”. Rio Tinto undeveloped Resources assumed at 77% equity ownership (20 out of 39 deposits are 100% owned, see note q, page 53, 2006 Rio Tinto Annual Report, and the remaining 19 are assumed at 53% equity ownership).
d) BHP Billiton calculation for Rio Tinto equity Mineralisation based on 2006 Annual Report ownership disclosures, and BHP Billiton’s geological assessment of the distribution of Mineralisation.
Page 19
Pilbara iron ore: BHP Billiton’s Resources are in large ore bodies and located in clusters
Port Hedland
Dampier Cape Lambert
Deposit size scale (equity share)
2.0bt
1.0bt
0.5bt
BHP Billiton Reserves / Resources BHP Billiton’s Tenements Rio Tinto’s Tenements
Reserves and Resources of 7bt at 60.2% Fe (equity share) Large, low cost and high grade ore bodies Clustered around BHP
Billiton’s key infrastructure, facilitating our strategy of large integrated mining hubs
Notes: Bubble sizes are calculated from the equity share in announced Resources per the BHP Billiton Annual Report 2007; Bubble placement is intended to be representative of the Resource distribution, and may not represent the exact Resource location.
Page 20
Pilbara iron ore: BHP Billiton’s mineralisation assets are individually large and clustered around its infrastructure
Port Hedland
Dampier Cape Lambert
Deposit size scale (equity share)
2.0bt
1.0bt
0.5bt
Rio Tinto Identified Reserves/Resources(a)
BHP Billiton Reserves/Resources BHP Billiton Potential Mineralisation BHP Billiton’s Tenements Rio Tinto’s Tenements
• BHP Billiton’s mineralisation is also largely clustered around its infrastructure
• Rio Tinto’s “developed” Reserves/Resources are more fragmented
• Combining the two and optimising Resources and infrastructure will:
- Enable faster development
- Reduce development costs
- Reduce operating costs
Source: Rio Tinto 2006 and BHP Billiton 2007 Annual Report, Financial Statements and company announcements.
a) Rio Tinto undeveloped Resources (reported at 7.2bt) are not shown on the chart as locations are not announced. Undeveloped Resources comprise 39 separate deposits, of which 20 are 100% owned (see Note q, page 53, 2006 Rio Tinto Annual Report). Bubble sizes are calculated from the announced Resources and Reserves per the Rio Tinto Annual Report 2006; Bubble placement for Rio Tinto’s Resources (including Reserves) is based on BHP Billiton’s interpretation of Rio Tinto’s Annual Report 2006.
b) Bubble sizes for BHP Billiton Resources are calculated from the announced Resources per the BHP Billiton Annual Report 2007—bubble placement is intended to be representative of the Resource distribution, and may not represent the precise Resource location.
Bubble sizes for BHP Billiton potential Mineralisation (as defined within this presentation) represent the upper announced range of 30bt.
Page 21
BHP Billiton’s Pilbara iron ore: Infrastructure planning is well advanced
New Existing channel channel ~400Mtpa ~ 320Mtpa
BHP Billiton Berths
Third Party Berths
BHP Billiton Stockyards
Port Hedland harbour development(a),(b)
• Clear growth path
• Port: Inner harbour expansion to 155 mtpa in progress; planning for an additional 50+ mtpa to deliver 200 mtpa is well advanced
• Port: Outer-harbour – phase 1 plans are to create BHP Billiton capacity of 100-150+ mtpa. Total potential port capacity of 400+ mtpa
• Strong Government support for rapid port expansion of outer harbour to deliver an additional 400mtpa of capacity
• Total potential port capacity of Port Hedland 700+ mtpa
BHP Billiton rail system
• Can be expanded to meet future growth plans
Notes: a) Alannah MacTiernan, WA Minister for Planning and Infrastructure, Metals Bulletin Iron Ore Conference, 27-Nov-2007. b) www.phpa.wa.gov.au, Port Hedland Port Authority Planning Study Phase 2, August 2003: total inner harbour capacity of 320+mtpa. Hence, ~320+mtpa + 400mtpa = total potential capacity 700+mtpa (all users)
Page 22
Pilbara iron ore: Production 1990-2006 actual and 2007-2018 forecast
Pilbara iron ore production growth – 100% basis
(Index: 100 = 1990 production, mtpa)
1,200
Production Historical CAGR (CY1990-CY2006) 100% Equity 1,000 Basis Basis
BHP Billiton Organic 7.0% 7.0% Rio Tinto Total 8.0% 6.7% 800 Rio Tinto Organic 6.4% 5.7%
600 CY2009
400
CY1999
200
Actual Forecast
0
CY1990 CY1995 CY2000 CY2005 CY2010 CY2015
BHP Billiton Organic Growth
CY1990 – CY2018 8.4% CAGR
Rio Tinto Total Growth
CY1990 – CY2018 8.4% CAGR
Rio Tinto Organic Growth
CY1990 – CY2018 8.1% CAGR
Sources: Rio Tinto Investment Community Presentations 2007; Quarterly Production Reports; Annual Reports; Forecasts updated per Investor Presentation 26-Nov-2007, “Delivering exceptional growth”; Production history for CY1990-CY2006. Announced capacity has been used to forecast up to CY2009. From CY2009 onwards BHP Billiton internal estimates. Assumes CY2018 production capacity of 420mt for Rio Tinto and 350mt for BHP Billiton. Straight line growth assumed between Rio Tinto announced targets.
Page 23
Olympic Dam: A world class resource
mt Copper kt U3O8 moz Au
4th largest copper deposit in the world
160 140 120 100 80 60 40 20 0
el Teniente(a) Chuquicamata(a) Andina(a) Olympic Dam Escondida Grasberg Norilsk (Nickel) Lubin Collahuasi Oyu Tolgoi
The largest uranium deposit in the world
2500 2000 1500 1000 500 0
Olympic Dam Elkonsky Gorsk McArthur River Rossing Inkai Jabiluka Cigar Lake Mynkuduk Streltsovskoye Imouraren
~1100 1050 1000
5th largest gold deposit in the world
200 150 100 50 0
Witwatersrand Complex Muruntau Grasberg (Copper) Pebble (Copper) Olympic Dam (Copper) Natalka Sukhoi Log LIHIR
Carlin - Newmont Oyu Tolgoi (Copper)
Sources: Company Annual Reports, press releases (as at 30-Sep-2007) and International Atomic Energy Agency.
Note: Witwatersrand and Muruntau figures are BHP Billiton estimates and are approximate only. Figures based on most recently published data on the remaining Resources.
a) Based on reported Resource “inventory”.
Page 24
Olympic Dam relative to Rio Tinto’s undeveloped copper projects
Contained copper equivalent mineralisation – Mt (Equity basis)
160 140 120 100 80 60 40 20 0
Olympic Dam Resolution (a) La Granja Oyu Tolgoi (b) Pebble
Copper equivalent grade - % Cu
2.0 1.5 1.0 0.5 0.0
Olympic Dam Resolution Oyu Tolgoi Pebble La Granja
BHP Billiton interests Rio Tinto Interests
Source: BHP Billiton estimates and Rio Tinto undeveloped copper projects per Rio Tinto Investor Presentation, 26-Nov-2007, “Delivering exceptional growth”. Note: Copper equivalent calculated using GSJBW long term nominal metal prices 11-Dec-2007.
a) Resolution mineralisation and copper equivalent grade is split 55% Rio Tinto, 45% BHP Billiton.
b) Rio Tinto’s current exposure to Oyu Tolgoi project assumes it owns a 19.9% interest in Ivanhoe Mines (following exercise of its second option) and that the Mongolian Government takes a 34% stake in the project diluting Ivanhoe Mines ownership interest to 66% (dark blue). Rio Tinto has options to increase its ownership interest to 46.6% (light blue).
Page 25
Olympic Dam: Exposure to strong nuclear demand growth
Existing operational power plants and future development of nuclear power reactors(a),(b)
Operational (power plants) – 439 reactors(c) Planned (reactors) – > 94 reactors(c) Under construction (reactors) – 33 reactors(c) Proposed (reactors) – > 222 reactors(c)
Notes: a) Location of reactors that are planned, under construction, and proposed is by country, but does not necessarily show their exact geographical location in a country. b) Source: International Nucelar Safety Centre at ANL, Aug-2005 (www.insc.anl.gov/pwrmaps/world_map.pdf). c) Source: World Nuclear Association (www.world-nuclear.org/info.reactors.html), 17-Oct-2007.
Page 26
Olympic Dam: Multi staged expansion
Mining Concentrating Smelting
9mtpa 0mtpa 10mtpa 10mtpa
(500ktpa con)
Underground
+3Mtpa +2Mtpa +2Mtpa (100ktpa con)
+18Mtpa (250ktpa con)
+18mtpa
18mtpa 50mtpa 70mtpa +20mtpa
Open +20mtpa
pit
+20mtpa
(800ktpa con)
Market
CONCEPTUAL
Stages Output
Cu U308 Au (ktpa) (ktpa) (kozpa) Current 180 4 100
0
Optimise 200 4.5 120
1.1 underground while pre-stripping open pit
Modify smelter and 200 4.5 120 1.2 build greenfield concentrator Develop open pit 350 9 400 1.3 production to fill downstream capacity, and begin to phase out underground Add greenfield 540 14 600 2 concentrator, expand open pit to match capacity, and sell excess concentrate Add greenfield 730 19 800
3 concentrator and further expand open pit Further growth + opportunities
Note: Unless otherwise specified, all capacities are in tons of ore. +20mtpa The conceptual case described above is the emerging case which is the subject of the current preliminary (800ktpa con) feasibility study, and is subject to further consideration, contingencies and multiple approvals.
Page 27
Nickel: A major global producer with growth potential
Top 10 global nickel producers(a)
(ktpa, 2006 saleable nickel production)
0 50 100 150 200 250 300 350 Norilsk
Vale
BHP Billiton(c)
Xstrata
Jinchuan purchases 3rd party
Eramet Sumitomo Cubaniquel Pamco Murrin Murrin
Development pipeline(b)
Hallmark
Project CMSA Heap Leach Line
Yabulu Eastern Maya Indonesian Nickel Facility Perseverance Cliffs Deeps
MKO Talc CMSA Heap Co-Process
Leach Line Ravensthorpe CMSA Ferronickel
33 rd& & 4 th Line
Execution
KNS
Expansion Feasibility Future Project Potential
US$501m US$2B+ <US$500m -US$2B
Notes: a) Source: CRU and BHP Billiton estimates based on 2006 saleable nickel production. b) As at 11-Dec-2007, proposed capital expenditure. c) Includes saleable matte sales of 40ktpa.
Page 28
Nickel: Cerro Matoso – A fully integrated pyro/hydro operation
Mining Processing
3Mtpa +3Mtpa
Power plant
1Mtpa 50 ktpa Ferronickel Coal +40 ktpa Ferronickel
mine
Ferronickel smelter
Ore mined
3Mtpa 6Mtpa 9.5Mtpa 13Mtpa +3.5Mtpa +3.5Mtpa
+20 ktpa Nickel Intermediate
Nickel
+20 ktpa Nickel Intermediate
Mine
Heap leach processing
Note: Unless otherwise specified, all capacities are in tons of ore.
The conceptual case described above is the emerging case which is the subject of the current preliminary feasibility study, and is subject to further consideration, contingencies and multiple approvals.
CONCEPTUAL
Stages Output
Cont’d Nickel (ktpa)
0 Current 50
L3,4 Expand smelting capacity plus open pit coal mine, & power plant 90
HL1 Build greenfield heap leach facility 110
HL2 Expand heap leach 130
+ Further growth opportunities ?
Page 29
Petroleum: Strong growth
Volume growth to 2010 underpinned with firm projects in execution
• Stybarrow – Online, capacity 80kbd (50% equity interest)
• Atlantis – Online, capacity 200kbd oil / 180mmcf/d gas (44%)
• Zamzama – Second phase under development, ramp up of total capacity of 450mmcf/d (38.5%)
• Neptune – Start up Q1 2008 capacity of 50kbd (35%)
• Train 5 NWS LNG – Expansion late 2008 capacity to 4.2mtpa (16.6%)
• Shenzi – Start up mid 2009 (44%)
• Pyrenees – Start up 2010 (71.4%)
* Total 2P Reserves: 2.15B boe
Source : BHP Billiton estimates
BHP Billiton estimated future production
(Attributable MMboe, mid-point forecast)
180
10.5% CAGR
170
160
150
140 130 120
110
100
FY2006A FY2007A FY2008E FY2009E FY2010E
.
Page 30
Petroleum: Exploration success, solid long term growth prospects
Significant exploration success over the last 5 years
– Deep Water Gulf of Mexico – Neptune, Shenzi, Atlantis, Mad Dog, Puma, Knotty Head
– Trinidad – Angostura
– West Australia – Stybarrow, Pyrenees, Macedon, Thebe
Major near term exploration areas
– 4 Deep Water Gulf of Mexico targets larger than 150 mmboe each
– Colombia – 3D seismic in progress
– Malaysia – 3D in 2008
– East Coast of Canada – under evaluation
– South Africa – terms being negotiated
– Falklands – terms being finalised
Development pipeline post 2010
Thebe
NWS WFG
Angostura Gas
Shenzi Nth
Kipper Turrum Atlantis North Phase 2 Phase 2 Browse LNG
NWS Nth Macedon Rankin B
Scarborough
Feasibility Future Options
* Total 2P Reserves and contingent Resources: 3.60bboe
Source : BHP Billiton estimates.
(mmboe)
>200 50-200 <50
Page 31
BHP Billiton: Superior assets
• Pilbara iron ore
– Similar targeted additional Mineralisation quantity and, based on our analysis, larger on an equity basis than Rio Tinto
– Large ore bodies efficiently clustered around key infrastructure
– Not constrained by lack of port options
– Production growth history and outlook at least the equal of Rio Tinto
• Olympic Dam
– One of the world’s great ore bodies, 100% owned
– Significant brownfield development potential
• Nickel
– Already 3rd largest globally
– With an exciting growth outlook, including via Cerro Matoso
• Petroleum
– Strong history of successful discovery and development
– Rapidly increasing near-term production profile
– Supplemented by pursuit of major new resources and exploration
Page 32
3. BHP Billiton’s proposal to Rio Tinto
Page 33
Relative value
• From a similar size in June 2001, BHP Billiton had grown the market capitalisation gap to US$108B by 31-Oct-2007(a)
• On measures we consider relevant to shareholder value, BHP Billiton has outperformed Rio Tinto
• Growth prospects are clearly superior in quantum and quality
• BHP Billiton’s asset portfolio stands alone compared to its peers
• BHP Billiton’s conclusions
– BHP Billiton’s track record and future prospects are superior(b)
– We believe Rio Tinto’s shares were fairly valued relative to BHP Billiton’s shares as at the date of approach
Notes: a) Based on BHP Billiton Plc and BHP Billiton Ltd closing share prices of £18.31 and A$46.10 respectively and exchange rates of 2.077 US$/£ and 0.927 US$/A$ as at 31-Oct-2007. BHP Billiton issued ordinary shares outstanding (excludes Treasury shares and cross shareholdings e.g. BHP Billiton Ltd’s shareholding in BHP Billiton Plc) as at 31-Oct-2007.
b) Based on publicly available information
Page 34
Why a combination with Rio Tinto?
• Material quantifiable synergies and financial benefits unique to this combination
– US$1.7B nominal per annum from cost savings(a)
– US$2.0B additional nominal per annum primarily from volume acceleration(a)
– Other combination benefits expected
• Combined entity will have the world’s largest portfolio of tier 1 assets
– Enhanced ability to optimise and high-grade portfolio
– Greater diversity and reduced value at risk
• Ability to deliver substantial shareholder returns
– Optimised capital structure
– Maintenance of BHP Billiton’s progressive dividend policy
– Intended initial US$30B share buyback post completion(b)
Notes: a) Estimated incremental EBITDA based on publicly available information. To be read in conjunction with the notes in Appendix 1 of BHP Billiton’s announcement dated 12-Nov-2007, “Further details on BHP Billiton’s Proposal”.
Full run rate synergies expected by year 7. b) This may be effected through another appropriate mechanism, to be determined at a later date.
Page 35
Rio Tinto’s lower relative contribution post Alcan
Exchange ratio
Rio Tinto Rumours of Rio Tinto BHP Billiton confirms approach 2006 results offer for Alcan to Rio Tinto Board
3.1x
3.00
2.9x
BHP Billiton proposal: Rio Tinto 3-for-1 2.7x 1H 2007 28% premium(a) Ratio (x) Results 2.5x
Exchange
Rumours of a
2.40
potential 2.3x BHP Billiton bid
Rio Tinto
| 2.1x |
offer for BHP Billiton Alcan 2007 Results |
1.9x
1-Jan 4-Mar 5-May 6-Jul 6-Sep 7-Nov Nil Premium Exchange Ratio Proposal Average since Alcan Offer
Source: Datastream
Note: 2:4 to 1 average exchange ratio assumes 100% BHP Billiton Ltd shares for each Rio Tinto Ltd share and BHP Billiton shares for each Rio Tinto plc share consisting of 80 per cent BHP Billiton Plc shares and 20 per cent BHP Billiton Ltd shares. Average represents period between Rio Tinto offer for Alcan (12-Jul-2007) and BHP Billiton approach to Rio Tinto Board (31-Oct-2007). Market data as at 31-Oct-2007.
a) Offer represents 28% per cent premium to the combined volume weighted average market capitalisations of Rio Tinto Limited and Rio Tinto plc over the month ended 31 October 2007 (being the last date prior to BHP Billiton’s approach to Rio Tinto), based on volume weighted average BHP Billiton share prices over the same period.
Page 36
BHP Billiton’s proposal to Rio Tinto
• Under BHP Billiton’s proposal, Rio Tinto shareholders would gain exposure to a stronger, more profitable company AND they would get a substantial premium
– Immediate value uplift through the 28% premium(a)
– Overall 15% premium based on closing share prices immediately prior to BHP Billiton’s announcement on 8-Nov-2007(b)
– 3.0 BHP Billiton shares for each Rio Tinto share, up from 2.4 pre-approach(c)
– 41% share of the combined group, up from 36% undisturbed – this means Rio Tinto shareholders would continue to own 41% of the Rio Tinto assets plus 41% of the BHP Billiton assets and 41% of the synergies(c),(d)
– Ongoing participation in US$3.7B per annum of synergies(e)
– Intended initial share buy-back of approximately $30B following completion(f)
– CGT rollover relief for eligible shareholders(g)
• The transaction needs to be value creating for shareholders of BHP Billiton as well as Rio Tinto
• So far, Rio Tinto has not engaged and has requested a ‘put up or shut up’
Notes:
a) Premium based on the combined volume-weighted market capitalisation of Rio Tinto based on the volume-weighted average closing share prices over the month ended 31-Oct-2007 of £43.09 and A$109.20 for Rio Tinto plc and Rio Tinto Ltd respectively and volume-weighted average closing share prices over the month ended 31-Oct-2007 of BHP Billiton Plc and BHP Billiton Ltd of £17.99 and A$45.77 respectively. Based on BHP Billiton and Rio Tinto issued ordinary shares outstanding (excluding Treasury shares and cross shareholdings eg. Rio Tinto plc’s shareholding in Rio Tinto Ltd) as at 9-Nov-2007 and exchange rates of 2.077 US$/£ and 0.927 US$/A$ as at 31-Oct-2007.
b) Premium based on the combined market capitalisation of Rio Tinto based on the closing share prices of Rio Tinto plc of £43.50 on 7-Nov-2007 and Rio Tinto Ltd of A$113.4 on 8-Nov-2007 and closing share prices of BHP Billiton Plc and BHP Billiton Ltd of £16.28 and A$42.47 respectively on 9-Nov-2007. Based on BHP Billiton and Rio Tinto issued ordinary shares outstanding (excluding Treasury shares and cross shareholdings eg. Rio Tinto Plc’s shareholding in Rio Tinto Ltd) as at 9-Nov-2007 and exchange rates of 2.095 US$/£ and 0.914 US$/A$ as at 9-Nov-2007.
c) Implied ratio of 2.4:1 and 36% holding of combined group based on BHP Billiton Plc and BHP Billiton Ltd closing share prices of £18.31 and A$46.10, Rio Tinto plc and Rio Tinto Ltd closing share prices of £44.90 and A$110.00, respectively and exchange rates of 2.077 US$/£ and 0.927 US$/A$ as at 31-Oct-2007. BHP Billiton and Rio Tinto issued ordinary shares outstanding (excluding Treasury shares and cross shareholdings eg. Rio Tinto plc’s shareholding in Rio Tinto Ltd) as at 31-Oct-2007.
d) Calculated before intended initial share buy-back (or an other appropriate mechanism); assumes that all Rio Tinto options estimated to be outstanding as at 31-Oct-2007 are exercised with exercise price cash settled and resulting Rio Tinto shares exchanged for BHP Billiton shares.
e) Estimated incremental EBITDA based on publicly available information. To be read in conjunction with the notes in Appendix 1 of BHP Billiton’s announcement dated 12-Nov-2007, “Further details on BHP Billiton’s Proposal”. Full run rate synergies expected by year 7.
f) This may be effected through other appropriate mechanism, to be determined at a later date.
g) With the potential exception of Rio Tinto plc shareholders in relation to any BHP Billiton Ltd shares received as consideration.
Page 37
Summary
• BHP Billiton’s shares have delivered outstanding returns to shareholders. We have excellent prospects
• As an all share proposal, we are offering to share BHP Billiton’s upside and the synergies
• The benefits of this combination cannot be replicated
• Our proposal includes a significant premium giving Rio Tinto shareholders an ongoing greater share of the combination
• Proposed US$30B buyback and progressive dividend policy is evidence of benefits for shareholders and confidence in future performance
• Our proposal creates wealth for all shareholders
We believe in the combination. It must create value and benefit for both sets of shareholders.
Page 38
BHP Billiton and Rio Tinto A Matter of Value
Page 39
Appendix: Total capital expenditure on completed projects
BHP Billiton’s Completed Projects
Cost (US $m)
Project Commodity BHP Billiton’s Interest 100% BHP Billiton’s Share Year
Antamina
Copper
33.75%
2,228
752
CY2001
Typhoon
Petroleum
50.0%
228
114
CY2001
Tintaya Oxide
Copper
99.9%
120
120
CY2002
Escondida Phase IV
Copper
57.5%
944
543
CY2002
San Juan Underground
Energy Coal
100.0%
143
143
CY2002
Bream Gas Pipeline
Petroleum
50.0%
68
34
CY2002
Mozal 2
Aluminium
47.1%
660
311
CY2003
Zamzama
Petroleum
38.5%
104
40
CY2003
Area C
Iron Ore
85.0%
201
171
CY2003
Mt Arthur North
Energy Coal
100.0%
380
380
CY2003
Hillside 3
Aluminium
100.0%
411
411
CY2003
Ohanet
Petroleum
45.0%
1,031
464
CY2003
Cerrejon Zona Norte
Energy Coal
33.3%
99
33
CY2004
Products & Capacity Expansion
Iron Ore
85.0%
313
266
CY2004
WAIO Accelerated Expansion
Iron Ore
85.0%
94
80
CY2004
NWS Train 4
Petroleum
16.7%
1,509
252
CY2004
ROD
Petroleum
36.0%
533
192
CY2004
Caesar/Cleopatra (Infrastructure)
Petroleum
22/25%
600
132
CY2004
WAIO RGP 1
Iron Ore
85.0%
119
101
CY2004
Mad Dog
Petroleum
23.9%
1,548
370
CY2005
Minerva
Petroleum
90.0%
174
157
CY2005
Angostura
Petroleum
45.0%
749
337
CY2005
Panda Underground
Diamonds
80.0%
174
139
CY2005
Dendrobium
Met Coal
100.0%
200
200
CY2005
BMA Phase 1
Met Coal
50.0%
200
100
CY2005
Escondida Norte
Copper
57.5%
437
251
CY2005
Paranam Refinery Expansion
Alumina\Bauxite
45.0%
73
33
CY2005
Worsley DCP
Alumina\Bauxite
86.0%
219
188
CY2006
Escondida Sulphide Leach
Copper
57.5%
984
566
CY2006
WAIO RGP 2
Iron Ore
85.0%
613
521
CY2006
Spence
Copper
100.0%
1,100
1,100
CY2006
BMA Phase 2
Met Coal
50.0%
176
88
CY2006
Blackwater Coal Preparation
Met Coal
50.0%
290
145
CY2007
Genghis Khan
Petroleum
44.0%
830
365
CY2007
Atlantis South
Petroleum
44.0%
3,702
1,629
CY2007
Pinto Valley
Copper
100.0%
140
140
CY2007
Stybarrow
Petroleum
50.0%
760
380
CY2007
Total
11,248
Rio Tinto’s Completed Projects(a)
Cost (US $m)
Project Commodity Rio Tinto’s Interest 100% Rio Tinto’s Share Year
Freeport Deep Ore Zone Exp
Copper
43%
243
104
CY2002
West Angelas Mine
Iron Ore
53%
450
239
CY2002
Escondida Phase IV
Copper
30%
1,045
314
CY2003
Diavik
Diamonds
60%
900
540
CY2003
Hail Creek Exp I
Met Coal
92%
255
235
CY2003
Eastern Range Mine
Iron Ore
54%
67
36
CY2004
Comalco Alumina Refinery
Alumina
100%
750
750
CY2004
Northparkes Exp
Copper
80%
100
80
CY2004
Palabora Underground
Copper
49%
465
228
CY2004
Weipa Mine Exp
Bauxite
100%
150
150
CY2004
Hismelt
Iron Ore
60%
200
120
CY2005
Escondida Norte
Copper
30%
400
120
CY2005
Hamersley Port Capacity
Iron Ore
100%
685
685
CY2005
Yandicoogina Mine Exp
Iron Ore
100%
200
200
CY2005
West Angelas Mine Exp
Iron Ore
53%
105
56
CY2005
Slag Plant Exp I
Titanium Dioxide
100%
76
76
CY2005
Hail Creek Exp II
Met Coal
82%
223
183
CY2006
Robe River Exp
Iron Ore
53%
200
106
CY2006
Escondida Sulphide Leach
Copper
30%
925
278
CY2006
Tom Price / Marandoo Mine Exp /
Iron Ore
100%
290
290
CY2006
Nammuldi Exp
Slag Plant Exp II
Titanium Dioxide
100%
79
79
CY2006
Boric Acid Expansion Phase 2
Boric Acid
100%
50
50
CY2006
Total
4,917
Source: BHP Billiton and Rio Tinto annual and half-yearly reports.
Note: Total capital expenditure on completed projects represents announced capital expenditure on announced completed projects excluding acquisitions.
a) Rio Tinto’s completed projects to 30-Jun-2007.
Page 40