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
The following are slides comprising a presentation that was given by Marcus Randolph, Chief Executive Ferrous and Coal, BHP Billiton to the Securities & Derivatives Industry Association on July 29, 2008.
Securities
& Derivatives Industry Association Marcus Randolph 29 July 2008 Securities & Derivatives Industry Association Marcus Randolph 29 July 2008 BHP Billiton Strength, Stability and Growth BHP Billiton Strength, Stability and Growth |
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2 Slide 2 Slide 2 Slide 2 Slide 2 Slide 2 Slide 2 Slide 2 Slide 2 Slide Disclaimer This document has been prepared by BHP Billiton Limited and BHP Billiton Plc (BHP
Billiton") and comprises the written materials/slides for a presentation concerning BHP Billiton's offers for Rio Tinto Limited 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 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. Information about Rio Tinto is based on public information which has not been independently verified. 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. Certain statements in this presentation are forward-looking statements. The
forward-looking 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. 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 Tintos 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 (the "SEC"), including BHP
Billiton's Annual Report on Form 20-F for the fiscal year-ended June 30, 2007, and Rio Tintos filings with the SEC, including Rio Tintos Annual Report on Form 20-F for the fiscal year-ended December 31, 2007, 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 Billitons expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. |
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3 Slide 3 Slide 3 Slide 3 Slide 3 Slide 3 Slide 3 Slide 3 Slide 3 Slide 3 Disclaimer (continued) No 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. Information Relating to the US Offer for Rio Tinto plc BHP Billiton plans to register the offer and sale of securities it would issue to Rio
Tinto plc US shareholders and Rio Tinto plc ADS holders by filing with the SEC a Registration Statement (the Registration Statement), which will contain a
prospectus (the 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. U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OF RIO
TINTO PLC ADSs ARE URGED TO READ ANY REGISTRATION STATEMENT, 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, WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain a free copy of the
Registration Statement and the 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. Information for US Holders of Rio Tinto Limited Shares BHP Billiton Limited is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Limited Offer. Accordingly, Rio Tinto Limited shareholders should carefully consider the following: Information Relating to the US Offer for Rio Tinto plc and the Rio Tinto Limited Offer for Rio Tinto shareholders located in the US It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuers are
located in a foreign country, and some or all of their officers and directors may be residents of foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to
compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment. You should be aware that BHP Billiton may purchase securities of either Rio Tinto plc or Rio Tinto Limited otherwise than under the exchange offer, such as in open market or privately negotiated purchases. References in this presentation to $ are to United States dollars unless otherwise specified. The Rio Tinto Limited Offer will be an exchange offer made for the securities of a
foreign company. Such offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the
document will be prepared in accordance with-foreign accounting standards that may not be comparable to the financial statements of United States companies.
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4 Slide 4 Slide 4 Slide 4 Slide 4 Slide 4 Slide 4 Slide 4 Slide 4 Slide 4 BHP Billiton: Strength, Stability and Growth Today: The worlds leading diversified mining company Our past: A proven track record Our future: The outlook is exciting The offer for Rio Tinto |
With a
diversified global portfolio Aluminium Base Metals Diamonds & Specialty Products Energy Coal Iron Ore Manganese Metallurgical Coal Petroleum Stainless Steel Materials Offices Note: Location of dots indicative only Stainless Steel Materials #3 global nickel producer Iron Ore #3 global supplier of seaborne iron ore Manganese #1 global supplier of seaborne manganese ore Metallurgical Coal #1 global supplier of seaborne traded metallurgical coal Base Metals #3 global producer of copper, silver and lead Aluminium #4 global producer of bauxite and #4 aluminium company based on net third party sales Energy Coal #4 global supplier of seaborne export thermal coal Petroleum A significant oil and gas exploration and production business Diamonds & Specialty Products EKATI Diamond Mine is one of the worlds largest gem quality diamond producers. |
Western
Australia: A share in the success *A$m State (Royalties and
Taxes) 639 Payments to Local
Contractors 384 WA Contract
Payments 2956 Wages and
Superannuation 587 (employees) Community
Contributions 23 * FY 2008 Estimate |
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7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Slide 7 Creating the worlds largest diversified natural resources company Sources: Bloomberg, Datastream. a) Rio Tinto undisturbed market cap as at 31-Oct-2007 was US$122bn. Top 10 metals and mining companies (Market capitalisation as at 17-July-2008, US$bn) Rio Tinto China Shenhua Anglo American Xstrata Norilsk Nickel Barrick Gold Freeport McMoRan Anglo Platinum BHP Billiton Vale 0 60 120 180 240 Australian head office Non-Australian head office Undisturbed (a) |
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8 Slide 8 Slide 8 Slide 8 Slide 8 Slide 8 Slide 8 Slide 8 Slide 8 Slide 8 Led by an experienced management team Notes: a) Andrew Mackenzies appointment to BHP Billiton was announced on
20-Nov-2007, he has not yet commenced his new role at BHP Billiton. He previously worked at Rio Tinto where he was Chief Executive, Diamonds and Industrial
Minerals. Chairman and Chief Executive Officer Group Management Committee Don Argus Chairman Chairman of BHP Billiton Group since June 2001 Chairman of BHP Limited since April 1999 Marius Kloppers Chief Executive Officer 15 years resources experience 15 years at BHP Billiton Marcus Randolph Chief Executive Ferrous and Coal 31 years resources experience 9 years at BHP Billiton Previously worked at Rio Tinto Alex Vanselow Chief Financial Officer 19 years resources experience 19 years at BHP Billiton Karen Wood Chief People Officer 7 years resources experience 7 years at BHP Billiton Michael Yeager Chief Executive Petroleum 27 years resources experience 2 years at BHP Billiton Alberto Calderon Chief Commercial Officer 9 years resources experience 2 years at BHP Billiton Andrew Mackenzie (a) Chief Executive Non Ferrous 30 years resources experience Previously worked at Rio Tinto |
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9 Slide 9 Slide 9 Slide 9 Slide 9 Slide 9 Slide 9 Slide 9 Slide 9 Slide 9 Maintaining our commitment to our core strategy Focus on Tier 1 assets that are large, low-cost and expandable Focus on the extraction of upstream natural resources Portfolio diversified by commodity, customer and geography reducing the volatility of cash flows Maintenance of a deep diversified inventory of growth options Focus on export orientated products Overriding commitment to ethics, safety, environmental practice and community engagement Employer of choice, and a preferred partner for countries and customers |
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10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 Slide 10 With an overriding commitment to ethics, safety, environmental practice and community engagement Sustainable development is fundamental to our success Our licence to operate depends on responsibly operating our business: A track record of being valued by our communities will contribute to us being considered a company of choice by governments, business partners and communities Improves the ability to attract and retain a skilled and motivated workforce Our reputation as an ethical, responsible business will assist in our ability to attract capital 2007 sustainability report available on our website www.bhpbilliton.com/bb/sustainableDevelopment.jsp We aim to be a business that creates a positive legacy |
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11 Slide 11 Slide 11 Slide 11 Slide 11 Slide 11 Slide 11 Slide 11 Slide 11 Slide 11 Our past: A proven track record |
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12 Slide 12 Slide 12 Slide 12 Slide 12 Slide 12 Slide 12 Slide 12 Slide 12 Our business today
a unique diversified portfolio balanced across high margin commodities Underlying EBITDA (CY2007, 12 months, US$bn) Underlying EBITDA Margin (a) (CY2007, 12 months) Note: Historical financial information has been restated for comparative purposes per
note 1 of BHP Billitons half-year financial report for the half-year ended 31-Dec-2007. CY2007 represents the 12 months ending
31-Dec-2007. FY2002 EBITDA number are presented in accordance with UK GAAP whereas CY2007 is based on IFRS (so underlying EBITDA). (a) EBITDA margin excludes third party sales. 52% 40% 36% 70% 52% 43% 75% 23% 34% Iron Ore Manganese Metallurgical Coal Base Metals Stainless Steel Materials Aluminium Petroleum Energy Coal Diamond & Specialty Products 0 6,000 12,000 18,000 24,000 FY2002 CY2007 4,677 23,623 Iron Ore Manganese Metallurgical Coal Petroleum Energy Coal Aluminium Base Metals Stainless Steel Materials Diamond & Specialty Products Non Ferrous (56%) Energy (21%) Carbon Steel Materials (22%) |
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13 Slide 13 A track record of investing early to meet demand
Completed projects (US$bn) Source: BHP Billiton and Rio Tinto annual and half-yearly reports. Note: Total represents capital expenditure on completed projects. 1.0 2.1 3.9 5.8 7.4 8.7 15.5 7.2 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 Historical completed projects Completed projects in financial year Rio Tinto cumulative completed projects FY2002 Antamina Typhoon Tintaya Oxide FY2003 Escondida Phase IV San Juan UG Bream Gas Pipeline Mozal 2 Zamzama FY2004 WAIO - Area C Mt Arthur North Hillside 3 Ohanet Cerrejon Zona Norte WAIO - Prod & Cap Exp WAIO Acc Exp FY2005 NWS Train 4 ROD GOM WAIO RGP1 Mad Dog Minerva Angostura Panda UG Dendrobium BMA Phase 1 FY2006 Escondida Norte Paranam Worsley DCP Escondida Sulphide WAIO RGP2 FY2007 Spence BMA Phase 2 Blackwater Coal FY2008 Genghis Khan Atlantis South Pinto Valley Stybarrow Koala UG WAIO RGP3 Ravensthorpe Yabulu |
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14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Slide 14 Most developments have been executed to expectations, wherever on the globe they are located 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. Major minerals development projects commissioned since July 2001 (a) (b) 0% 20% 40% 60% 80% 100% 120% Mozal 2 Hillside 3 Escondida Phase IV Escondida Norte Escondida Sulphide Spence Mount Arthur North MAC & PACE WAIO RGP1 WAIO RGP2 WAIO RGP3 Ravensthorpe Time Over Budget Behind Schedule Under Budget Ahead of Schedule Budget |
Significant
EPS and DPS growth delivered for shareholders Earnings per share (US$ per share) Note: (a) BHP Billitons EPS represents reported underlying EPS for the financial year ending 30 -June. EPS in FY2002 excludes the results of BHP Billitons Steel business which was demerged in July 2002. (b) Two interim dividends were paid in FY2004. Ordinary dividends per share (US cents per share) 0.31 0.31 0.56 1.06 1.68 2.34 0.00 0.50 1.00 1.50 2.00 2.50 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 50% CAGR 13.0 14.5 26.0 28.0 36.0 47.0 0 10 20 30 40 50 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 29% CAGR (a) (b) |
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16 Slide 16 Slide 16 Slide 16 Slide 16 Slide 16 Slide 16 Slide 16 Slide 16 Slide 16 Our future: The outlook is exciting |
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17 Chinese growth is driving global materials demand China USA Other Notes: Seaborne iron ore demand based on import statistics - CRU data for 2007, IISI data for 1997. Energy consumption is all uses of coal, gas, oil and nuclear, expressed as millions tonnes of oil equivalent, 2007 data not yet available. Source: CRU, Brook Hunt, BP Statistical Review of World Energy (2007), IISI. a) Consumption growth calculated based on the change in annual consumption between years ended 1997 and 2007, expect for Energy consumption which is based on the period between 1995 and 2006.. Change in global consumption (%, 1997-2007 (a) ) 7 % (2)% (4)% (14)% 57 % 7 % 16 % 50 % 36 % 96 % 88 % 64 % Copper Nickel Seaborne Iron Ore Energy |
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18 0 200 400 600 800 1,000 1,200 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 GDP/Capita (Jan 2008 Constant US Dollars) China Germany India Japan Korea, Rep. United States Taiwan Slide 18 Slide 18 Slide 18 Slide 18 Slide 18 Slide 18 Slide 18 Slide 18 Slide 18 ...and industrialisation and urbanisation in China appears to have a long way to go Finished steel consumption (kg/capita) Note: the shape of the arrow shows the general trend among countries for finished steel
consumption as GDP per capita increases and is not to scale Source: World
Bank; Government Statistics for Taiwan; IISI |
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19 Slide 19 Slide 19 Slide 19 Slide 19 Slide 19 Slide 19 Slide 19 Slide 19 Slide 19 India the journey has begun GDP (US$ billion) BHP Billiton copper equivalent sales volume units (a) (100=FY2002 sales to China) Equity 1996 2006 FY 2002 FY 2007 0 50 100 150 200 250 300 350 400 450 500 China India 0 200 400 600 800 1,000 China India Equity Basis Source: World Bank, Focus Economics, BHP Billiton. a) Note: Converted to copper equivalent units using BHP Billiton FY2007 average realised prices and BHP Billiton estimates. 100% Basis |
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20 Slide 20 Slide 20 Slide 20 Slide 20 Slide 20 Slide 20 Slide 20 Slide 20 Slide 20 BHP Billiton has a deep diversified inventory of growth options, many of which are brownfield expansions 2010 As at 2 May 2008 Proposed capital expenditure SSM Energy Coal D&SP Iron Ore Base Metals Petroleum Met Coal CSG Manganese Aluminium 2008 Execution 2013 Feasibility Future Options WA Iron Ore Quantum 2 Hallmark CMSA Pyro Expansion Blackwater UG 2008 $2bn+ $501m-$2bn <$500m Boffa/Santou Refinery Pyrenees Samarco Neptune Shenzi Alumar Atlantis North Klipspruit GEMCO Zamzama Phase 2 Guinea Alumina Worsley E&G Perseverance Deeps Maruwai Stage 1 Douglas- Middelburg Mt Arthur Coal UG Cliffs Newcastle Third Port NWS Angel Nimba Ekati Canadian Potash WA Iron Ore Quantum 1 CW Africa Exploration Angola & DRC WA Iron Ore RGP 5 Macedon Turrum CMSA Heap Leach 1 NWS CWLH Peak Downs Exp DRC Smelter Mad Dog West KNS Exp Corridor Sands 1 Cerrejon Opt Exp Angostura Gas NWS T5 Navajo Sth Bakhuis Maruwai Stage 2 NWS Nth Rankin B WA Iron Ore RGP 4 Kipper Antamina Exp Goonyella Expansions Olympic Dam Expansion 3 Corridor Sands 2 Knotty Head Maya Nickel Gabon Daunia Olympic Dam Expansion 2 Browse LNG Resolution Saraji Thebe Cannington Life Ext SA Mn Ore Exp Wards Well Eastern Indonesian Facility NWS WFGH Olympic Dam Expansion 1 CMSA Heap Leach 2 Escondida 3rd Conc Red Hill UG GEMCO Exp Samarco 4 Shenzi Nth Neptune Nth MKO Talc Scarborough Caroona Kennedy Boffa/Santou Refinery Pyrenees Samarco Neptune Shenzi Alumar Atlantis North Klipspruit GEMCO Zamzama Phase 2 Guinea Alumina Worsley E&G Perseverance Deeps Maruwai Stage 1 Douglas- Middelburg Mt Arthur Coal UG Cliffs Newcastle Third Port NWS Angel Nimba Ekati Canadian Potash WA Iron Ore Quantum 1 CW Africa Exploration Angola & DRC WA Iron Ore RGP 5 Macedon Turrum CMSA Heap Leach 1 NWS CWLH Peak Downs Exp DRC Smelter Mad Dog West KNS Exp Corridor Sands 1 Cerrejon Opt Exp Angostura Gas NWS T5 Navajo Sth Bakhuis Maruwai Stage 2 NWS Nth Rankin B WA Iron Ore RGP 4 Kipper Antamina Exp Goonyella Expansions Olympic Dam Expansion 3 Corridor Sands 2 Knotty Head Maya Nickel Gabon Daunia Olympic Dam Expansion 2 Browse LNG Resolution Saraji Thebe Cannington Life Ext SA Mn Ore Exp Wards Well Eastern Indonesian Facility NWS WFGH Olympic Dam Expansion 1 CMSA Heap Leach 2 Escondida 3rd Conc Red Hill UG GEMCO Exp Samarco 4 Shenzi Nth Neptune Nth MKO Talc Scarborough Caroona Kennedy RBM Puma |
Clear plan
for growth to 300 mtpa and beyond 26 112 20 45 40 60 50 Western Australia Iron Ore capacity (mtpa, 100% basis) 2015 Pre-feasibility Quantum 1 2007 RGP3* RGP4 RGP5 RGP6 Quantum 2 Status CY07 Actual Production Ramping up to full capacity Construction Feasibility & early works Pre-feasibility Concept Completion (CY) 2007 2010 2011 2012 300 capacity in 2015 Completed Advanced planning Construction Notes: 109 mtpa capacity pre RGP3 Attributable basis: CY2007 = 95 mtpa; 240 mtpa = ~ 204 mtpa; 300 mtpa = ~ 255 mtpa; 350 mtpa = ~ 298 mtpa > 350 capacity 240 capacity in 2012 |
382%
599% 486% Iron ore Metallurgical coal Manganese ore Raw material prices have risen, but still low as a % of steel price Commodity price movement (% change 2001-2008) Note: Historical nominal prices based on Japanese financial year benchmarks beginning April of relevant year. a) Iron ore based on benchmark FOB prices. JFY2008 forecast prices calculated based on 65-71% increase above JFY2007 benchmark per Vale settlement for Itabira fines. b) Metallurgical coal based on Peak Downs Hay Point FOB. JFY2008 forecast prices calculated based on 206-240% increase above JFY2007 benchmark per BHP Billiton announcement 9-Apr-2008. c) Manganese based on GEMCO lump ore contract FOB. JFY2008 prices based on recent manganese spot price settlement reported in the Tex Report on 12-Feb-2008. d) Based on benchmark contract prices. Iron ore, metallurgical coal and manganese announced 2008 settlements (71% for iron ore and 206% for coking coal) are reflected in Q2 CY2008 costs for 2008 YTD estimate. e) For US delivery. Source: CRU. Hot rolled coil price and raw material costs (US market transactions (US$/mt) and share of raw materials costs (%)) 0 100 200 300 400 500 600 700 800 900 1,000 2001 2002 2003 2004 2005 2006 2007 2008 YTD 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Raw materials cost as % of HRC price, % (RHS) HRC price (LHS) US$/mt (d) (e) (a) (b) (c) |
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23 Slide 23 Slide 23 Slide 23 Slide 23 Slide 23 Slide 23 Slide 23 Slide 23 Slide 23 The offer for Rio Tinto |
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24 Slide 24 Slide 24 Slide 24 Slide 24 Slide 24 Slide 24 Slide 24 Slide 24 Slide 24 Overlapping mineral basin positions. US$3.7bn per annum of synergies Selected existing BHP Billiton and Rio Tinto assets, projects and concessions.
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25 Slide 25 Slide 25 Slide 25 Slide 25 Slide 25 Slide 25 Slide 25 Slide 25 Slide 25 Summary of the offer for Rio Tinto BHP Billiton has made a pre-conditional offer for Rio Tinto, it will be capable of
acceptance by shareholders following regulatory approvals and posting of
offer documents The offer is being made direct to the shareholders of Rio Tinto Rio Tinto shareholders are being offered 3.4 BHP Billiton shares for every Rio Tinto share held The 3.4:1 offer represents a 45% (a) premium The offer is conditional on more than 50% acceptances of the publicly held shares in each
of Rio Tinto plc and Rio Tinto Ltd BHP Billiton has conducted global roadshows speaking to the major shareholders of BHP
Billiton and Rio Tinto which has confirmed that shareholders have a clear
understanding of the industrial logic of the deal BHP Billiton believes this offer is compelling for Rio Tinto shareholders, and value
enhancing for BHP Billiton shareholders and it makes even more sense if you own both Notes: a) Based on the volume weighted average market capitalisation-of Rio Tinto
and BHP Billiton for the month prior to BHP Billitons approach to the Rio Tinto Board on 1-Nov-2007. |
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26 Slide 26 Slide 26 Slide 26 Slide 26 Slide 26 Slide 26 Slide 26 Slide 26 BHP Billiton and Rio Tintos share prices have been strongly correlated, with BHP Billiton outperforming BHP Billiton Ltd and Rio Tinto Ltd TSR (a) (Index: Jun-2001 = 100) BHP Billiton Ltd vs Rio Tinto Ltd relative performance (Price performance relative to Jun-2001 = 100) Source: IRESS. a) For the period 29-Jun-2001 to 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. b) For the period of 29-Jun-2001 to 31-Oct-2007 to exclude any takeover premium in Rio Tinto's share price and the increased correlation in share prices following the approach by BHP Billiton to Rio Tinto on 31-Oct-2007 to the current date. 0 100 200 300 400 500 600 Jun-01 May-02 Apr-03 Mar-04 Jan-05 Dec-05 Nov-06 Oct-07 Rio Tinto CAGR 24% BHP Billiton CAGR 30% 0 100 200 300 400 500 0 100 200 300 400 500 Rio Tinto Indexed Share Price Performance (b) |
Offer for
Rio Tinto Compelling terms Source: Datastream a) 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% BHP Billiton Plc shares and 20% BHP Billiton Ltd shares. 2.4 fair value exchange ratio represents average for period between Rio Tinto offer for Alcan (12-Jul-2007) and BHP Billiton approach to Rio Tinto Board (1-Nov-2007). 2.2 for 1 2.4 for 1 2.6 for 1 2.8 for 1 3.0 for 1 3.2 for 1 3.4 for 1 3.6 for 1 Jul-2007 Sep-2007 Nov-2007 Jan-2008 Mar-2008 May-2008 Jul-2008 12-Nov-2007 BHP Billiton's proposal 06-Feb-2008 BHP Billiton's offer for Rio Tinto Pre approach fair value exchange ratio |
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28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Slide 28 Conclusion Strength, stability and growth BHP Billiton on a standalone basis has a bright future The core strategy remains unchanged Focused on producing volumes from low cost assets A combination of BHP Billiton and Rio Tinto can generate substantial additional value for shareholders we are a natural fit In addition to the synergies, combining the two would create a company that is: Unique in character; Capable of delivering superior returns for its shareholders; and An Australian champion on the global stage BHP Billiton believes the terms of the Rio Tinto offer reflect a good deal for both companies shareholders The process has a long time to run an offer document is not expected to be posted to shareholders until late 2008 |
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29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Slide 29 Questions and Answers |
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30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Slide 30 Senior Executive Profiles |
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31 Slide 31 Slide 31 Slide 31 Slide 31 Slide 31 Slide 31 Slide 31 Slide 31 Appendix: Marcus Randolph Profile Marcus Randolph Chief Executive Ferrous and Coal Age: 52 Professional qualifications: MBA (Harvard Business School) Bachelor of Science (Colorado School of Mines) Previous BHP Billiton positions: Chief Organisation Development Officer President Diamonds and Specialty Products Chief Development Officer Minerals Prior to the formation of BHP Billiton, other positions held included: Chief Strategic Officer Minerals Other work experience: Chief Executive Officer, First Dynasty Mines Mining and Minerals Executive, Rio Tinto Plc Director of Acquisitions and Strategy, Kennecott Inc. General Manager, Corporacion Minera Nor Peru (Asarco) Mine Operating Positions in the US, Asarco Inc. Residence: Melbourne, Australia |
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32 Slide 32 Slide 32 Slide 32 Slide 32 Slide 32 Slide 32 Slide 32 Slide 32 Slide 32 Appendix: Marius Kloppers Profile Marius Kloppers Chief Executive Officer Age: 46 Professional qualifications: BE (Chem), MBA, PhD (Materials Science) Bachelor of Chemical Engineering (University of Pretoria (South Africa)) PhD from Massachusetts Institute of Technology (MIT) (USA) MBA from Insead (France) Previous BHP Billiton positions: Group President, Non-Ferrous Materials Chief Commercial Officer Chief Marketing Officer Prior to the formation of BHP Billiton, other positions held included: Group Executive of Billiton Plc (coal and manganese) Chief Executive Samancor Manganese Chief Operating Officer, Aluminium General Manager, Hillside Aluminium Variety of operating and functional roles in the Aluminium business Other BHP Billiton roles: Played a central role in the merger of BHP and Billiton Led the team working on BHP Billitons acquisition of WMC Other work experience: McKinsey & Co management consultant (The Netherlands) Sasol petrochemicals (South Africa) Mintek materials research (South Africa) Residence: Melbourne, Australia |
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