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 first given by Don Argus, Chairman, BHP Billiton on July 4, 2008.
Mr
Don Argus AO Chairman, BHP Billiton |
Slide
2 Disclaimer By reviewing/attending this presentation you agree to be bound by the following
conditions. The directors of BHP Billiton Limited and BHP Billiton Plc (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. Information about Rio Tinto plc and Rio Tinto Limited ("Rio Tinto") is based on public information which has not been independently verified. This presentation is for information purposes only and does not constitute or form part of
any offer for sale or issue of any securities or an offer or invitation to purchase or subscribe for any such securities, nor shall it or any part of it 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. 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 (including
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 statements are based on current expectations and beliefs and 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, expectations and beliefs may or may not prove to be correct 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. Factors that could cause actual results or performance to differ materially from those expressed or implied 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, and the risk factors discussed in BHP Billiton's and Rio Tintos filings with the U.S. Securities and Exchange Commission ("SEC") (including in Annual Reports on Form 20-F) which are available at the SEC's website (http://www.sec.gov). Save 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, BHP Billiton undertakes no duty to update any forward-looking statements in this presentation. No statement 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. References in this presentation to $ are to United States dollars unless otherwise specified. |
Slide
3 Disclaimer (continued) 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: 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. 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 judgement. 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. |
Slide
4 Todays discussion Introduction BHP Billiton yesterday, today and tomorrow Summary of the offer for Rio Tinto |
Slide
5 Introduction Joined the board November 1996, Chairman April 1999 Chairman of BHP Billiton Limited and BHP Billiton Plc since formation Market capitalisation rown from ~US$31bn in 2001 to ~US$220bn in 2008 Four CEOs in that period Paul Anderson Brian Gilbertson Chip Goodyear Marius Kloppers Board sound and strong with right skills and experience Positioned for the next stage of growth and sophistication g |
Slide
6 Todays discussion Introduction BHP Billiton yesterday, today and tomorrow Summary of the offer for Rio Tinto |
Slide
7 100 110 120 130 140 150 160 170 FY01 FY02 FY03 FY04 FY05 FY06 FY07 BHP Billiton 8% CAGR Rio Tinto 4% CAGR BHP Billitons track record in production growth and value growth speaks for itself Notes: a) 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. Excludes production from sold/ceased operations. Production growth does not include production for the six month period ending
31-Dec-2007. b) Source: Datastream and financial reports and company filings of BHP Billiton and Rio Tinto. Market capitalisation based on shares outstanding and share price as at the dates shown. In addition, over the period from 29 -Jun-2001 to 31-Oct-2007, BHP Billiton undertook share buybacks of US$11.4bn and Rio Tinto undertook share buybacks of US$4.8bn and paid a special dividend of US$1.5bn in 2006. Production growth (a) (Index: FY2001 production = 100) Market capitalisation (US$bn) 0 30 60 90 120 150 180 210 240 BHP Billiton CAGR: 37% Rio Tinto CAGR: 29% US$230bn US$31bn US$122bn US$24bn (b) |
Slide
8 A record of growth driven from a unique diversified portfolio, balanced across high margin commodities
Underlying EBITDA (12 months, US$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. 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%) |
Slide
9 which generates strong cash flow - delivering value growth through reinvestment and return to shareholders 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 H1 H2 0 1,500 3,000 4,500 6,000 7,500 9,000 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 Available cash flow (US$m) Organic growth (US$m) Return to shareholders (US$m) Note: FY2005, FY2006, FY2007 and H1 FY2008 have been calculated on the basis of the IFRS. Prior periods have been calculated on the basis of UK GAAP. (a) Capital and Exploration FY expenditures (exclude acquisitions). (b) Dividends paid and share buybacks. 0 1,500 3,000 4,500 6,000 7,500 9,000 FY2002 FY2003 FY2004 FY2005 FY2006 FY2007 FY2008 (a) (b) |
Slide
10 Chinas urban population is on track to reach one billion China population by city size (Millions of people) 143 157 149 232 160 315 86 102 34 120 572 926 2005 2025 Big town (<0.5m) Small (0.5m1.5m) Midsized (1.5m5m) Big (5m10m) Mega (10m+) Source: McKinsey Global Institute, March 2008, Preparing for Chinas Urban
Billion. the number of times which GDP will have multiplied by 2025 5 of these buildings could be skyscrapers the equivalent to constructing up to ten New York cities 50,000 square metres of floor space will be built in five million buildings 40 billion mass-transit systems could be built 170 square metres of road will be paved 5 billion Chinese cities will have over one million people living in them Europe has 35 today 221 China's expected urbanisation in 2025 |
Slide
11 Industrialisation and urbanisation in China have a long way to go
Chinas tiered city structure 2005 2010 2020 84 tier 1-3 cities (a) 106 tier 1-3 cities (b) 143 tier 1-3 cities (c) Tier 1 Tier 2 Tier 3 Source: Global Insight; National Bureau of Statistics of China China Statistical Yearbook; McKinsey & Company, 2006. a) Tier 1 city defined as registered population >4.6 m and nominal GDP/capita
>US$3,200, tier 2 city defined as either registered population >4.6 m and nominal GDP/capita at least US$1,600 or nominal GDP/capita >US$3,200 and registered population at least 1.5m, tier 3 city defined as registered population US$1,600-US$3,200. b) Tier 1 city defined as registered population >4.8 m and nominal GDP/capita
>US$3,600, tier 2 city defined as either registered population >4.8 m and nominal GDP/capita at least US$1,800 or GDP/capita >US$3,600 and registered population at least 1.6m, tier 3 city defined as registered population 1.6-4.8 m or nominal GDP/capita US$1,800- US$3,600. c) Tier 1 city defined as registered population >5.0 m and nominal GDP/capita
>US$4,800, tier 2 city defined as either registered population >5.0 m and nominal GDP/capita at least US$2,400 or GDP/capita >US$4,800 and registered population at least 1.7m, tier 3 city defined as registered population US$4,800 1.7-5.0 m or nominal GDP/capita US$2,400- 1.5-4.6 m or nominal GDP/capita |
Slide
12 0 200 400 600 800 1,000 1,200 1,400 1997 2007 with Chinese, not US, growth driving global metals demand over the past 10 years Copper consumption (kt) Nickel consumption (kt) Seaborne iron ore (mt) Energy consumption (mtoe) 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. 0 2,000 4,000 6,000 8,000 10,000 12,000 1996 2006 0 3,000 6,000 9,000 12,000 15,000 18,000 1997 2007 0 150 300 450 600 750 900 1997 2007 |
Slide
13 Steel is an essential input as nations industrialise and urbanise Finished steel consumption (kg/capita) Source: World Bank; Government Statistics for Taiwan; IISI 0 250 500 750 1,000 1,250 0 5,000 10,000 15,000 20,000 25,000 30,000 GDP/Capita (Jan-2008 Constant US Dollars) China India Japan Korea, Rep. Taiwan Germany United States |
Slide
14 Boffa/Santou Refinery As at 2 May 2008 Proposed capital expenditure <$500m $501m-$2bn $2bn+ SSM Energy Coal D&SP Iron Ore Base Metals Petroleum Met Coal CSG Manganese Aluminium Neptune Atlantis North Klipspruit GEMCO Zamzama Phase 2 Maruwai Stage 1 Mt Arthur Coal UG Newcastle Third Port Nimba WA Iron Ore Quantum 1 CW Africa Exploration WA Iron Ore Quantum 2 Peak Downs Exp DRC Smelter Mad Dog West KNS Exp Hallmark Corridor Sands 1 Puma Cerrejon Opt Exp Angostura Gas BHP Billitons future is assured Navajo Sth Bakhuis Maruwai Stage 2 Antamina Exp Goonyella Expansions Olympic Dam Expansion 3 Corridor Sands 2 Knotty Head Maya Nickel Gabon RBM Olympic Dam Expansion 2 Browse LNG Resolution Saraji Thebe CMSA Pyro Expansion Cannington Life Ext SA Mn Ore Exp Wards Well Eastern Indonesian Facility NWS WFGH Blackwater UG Red Hill UG GEMCO Exp Samarco 4 Shenzi Nth Neptune Nth Scarborough Caroona Kennedy MKO Talc 2010 2008 Execution 2013 Feasibility Future Options CMSA Heap Leach 2 Olympic Dam Expansion 1 Angola & DRC Macedon CMSA Heap Leach 1 Perseverance Deeps NWS Nth Rankin B WA Iron Ore RGP 5 Turrum NWS CWLH Guinea Alumina Douglas- Middelburg Pyrenees Alumar Shenzi NWS T5 WA Iron Ore RGP 4 Kipper Samarco Worsley E&G NWS Angel Cliffs Ekati Daunia Canadian Potash Escondida 3rd Conc |
Slide
15
and has created considerable wealth for global investors so far
BHP Billiton Plc (a) (GBP) Source: Bloomberg, Datastream as at 26-Jun-2008 a) Dividends/distributions assumes that the dividends are
received in cash and reinvested in BHP Billiton. Includes the value of bonus shares distributed to BHP Billiton PLC A holder of 1,000 BHP Billiton Plc shares on 28 June 2001 would have seen the value
of their total holding increase by 534% - 5,000 10,000 15,000 20,000 25,000 30,000 Jun-01 Dec-01 Jun-02 Dec-02 Jun-03 Dec-03 Jun-04 Dec-04 Jun-05 Dec-05 Jun-06 Dec-06 Jun-07 Dec-07 Value at 26 June 2008: £22,077 Value at 28 June 2001: £3,480 Bluescope shareholders post the Steel spin-off. |
Slide
16 Our message to BHP Billiton shareholders BHP Billiton is a strong company today and will be with or without Rio Tinto A superior track record of delivering shareholder value A deep and diversified portfolio of resources assets Excellent management of those assets Genuinely global operating capability Our strategy is clear and has been stable since 2001 The offer is structured to deliver to BHP Billiton shareholders a fair value uplift
Unlocks unique value for both groups of shareholders because of the quantified synergies and other benefits These benefits are not available to Rio Tinto shareholders or BHP Billiton shareholders on a standalone basis The offer is compelling |
Slide
17 Todays discussion Introduction BHP Billiton yesterday, today and tomorrow Summary of the offer for Rio Tinto |
Slide
18 Offer for Rio Tinto A compelling combination Optimising mineral basin positions and infrastructure Lower cost, more efficient production Unlocking volume through matching reserves with infrastructure Enhanced platform for future growth Deployment of scarce resources to highest value opportunities Greater ability to develop the next generation of large scale projects in new geographies Better positioned as partner of choice with governments and stakeholders Efficient exploration and infrastructure development Unique synergies and combination benefits Economies of scale especially procurement Avoid duplication, reduce corporate and divisional non-operating costs Accelerate tonnage delivered to market 2 3 1 |
Slide
19 Offer for Rio Tinto Compelling terms 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 3.8 for 1 12-Jul-2007 07-Sep-2007 05-Nov-2007 01-Jan-2008 27-Feb-2008 24-Apr-2008 20-Jun-2008 Pre approach fair value exchange ratio 12-Nov-2007 BHP Billiton Proposal 06-Feb-2008 BHP Billiton Offer 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). |
Slide
20 Legitimate questions for Rio Tinto shareholders Assuming a satisfactory regulatory outcome, Rio Tinto shareholders will be faced
with 2 choices: Accept BHP Billitons offer, which is priced at a 45% premium to the pre-
approach trading valuations of the two companies; or Reject BHP Billitons offer, and require the Rio Tinto board to deliver this
value on a standalone basis Rio Tinto shareholders will have 2 legitimate questions to ask of their Board On what grounds does the board justify rejecting the 45% premium value uplift plus pro rata share of synergies uplift, implied by BHP Billitons offer?
How does the Rio Tinto Board propose to deliver to its shareholders this value that shareholders may forego by the Rio Tinto Board refusing to engage with BHP Billiton? Remember this is about relative value not absolute value |
|