COMUNICADO: Elliott Sends Letter and Presentation to the Directors of BHP Billiton Outlining Shareholder Value Unlock Plan (4)

 

COMUNICADO: Elliott Sends Letter and Presentation to the Directors of BHP Billiton Outlining Shareholder Value Unlock Plan (4)

Publicado 10/04/2017 8:06:23CET

The information in this letter contains 'forward-looking statements.' Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may", "can", "will", "expects", "believes", "anticipates", "plans", "estimates", "projects", "targets", "forecasts", "seeks", "could", "would" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe any objectives, plans or goals of the Elliott Funds and/or Elliott and/or their respective affiliates are forward-looking. Any forward-looking statements are based on the current intent, belief, expectations, estimates and projections of Elliott. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to herein. It should not be regarded by recipients as a substitute for the exercise of their own judgment. You should obtain your own professional advice and conduct your own independent evaluation with respect to the subject matter herein. The information contained herein has been made available on the basis that the recipient is a person into whose possession such information may be lawfully delivered in accordance with the laws of the jurisdiction in which the recipient is located.

Each of the Elliott Funds, Elliott, and their respective affiliates expressly disclaims any responsibility or liability for any loss howsoever arising from any use of, or reliance on, this letter or its contents as a whole or in part by any person, or otherwise howsoever arising in connection with this letter.

ABOUT ELLIOTT 

Founded in 1977, Elliott manages two funds, Elliott Associates, L.P. and Elliott International, L.P., with assets under management totaling more than US$32.7 billion. Elliott's investors include pension plans, sovereign wealth funds, hospital and university endowments, charitable foundations, funds-of-funds, individuals and families, and employees of the firm.

With tens of millions of beneficiary stakeholders located on five continents, Elliott's primary focus is on risk control, stability, and steady growth of capital. Today, Elliott has offices in New York, London, Hong Kong and Tokyo.   Elliott is a multi-strategy hedge fund, carrying out a diverse range of investment activities. Its strategies include actively managed equity investments in which Elliott's objectives include promoting shareholder value and good corporate governance for the benefit of all shareholders.

[1] Together with this letter we are today making publicly available a presentation that details the points set out below, including our related analysis (the "Presentation"). The Presentation and this letter are available at our website http://www.valueunlockplanforbhp.com.

[2] Founded in 1977, Elliott Management Corporation ("EMC") manages the two Elliott Funds, with assets under management totalling more than US$32.7 billion as at the date of this letter. Elliott Advisors (HK) Limited ("Elliott") is an affiliate of the Elliott Funds and EMC.

[3] In addition to their long economic interest in PLC, the only other BHP positions that the Elliott Funds and their affiliates hold are the rights to acquire up to approximately 0.4% of the issued shares in Limited. The Elliott Funds may at any time increase or reduce their holdings of, or economic exposure in respect of, any BHP entity's shares or other equity or debt securities. See the important information which is set out in the Appendix to this letter for further details.

[4] The "US petroleum business" means BHP's US onshore petroleum assets and its Gulf of Mexico assets.

[5] Based on DLC structures with a combined market capital of over US$15bn.

[6] As announced by Unilever on April 6, 2017.

[7] When Limited, as an Australian tax resident company, pays tax on its income it can record that tax paid as franking credits. Limited then attaches those franking credits to any dividend it makes, or to any income component of a share buyback which it

undertakes. Those franking credits can then be used by Australian tax resident shareholders who receive them to offset their own

liability to Australian tax on the dividend income, or income component of any share buyback consideration, which it receives from Limited. Further detail on franking credits, their potential wastage in the current DLC structure and their monetization is set out in the Appendix to the Presentation.

[8] Calculated by EBITDA contribution split for the last reported twelve month period, excluding third-party products and unnamed assets. Based on Elliott estimates of asset ownership between Limited and PLC, using the asset split at the time of the DLC inception and assumes (i) no subsequent intra-group asset transfers between PLC and Limited; and (ii) that assets located in Australia that were acquired from Western Mining were acquired by, and continue to be held directly or indirectly by, Limited.

[9] Based on last reported figures.

[10] Unification would be implemented by way of inter-conditional share-for-share schemes of arrangement of each of Limited and

PLC under which Limited and PLC shareholders would become shareholders in a single unified BHP public company listco incorporated in England & Wales, which would 100% own both of then-delisted Limited and PLC.

[11] Whilst unlocked franking credits could only be used by Australian tax resident shareholders, non-tendering shareholders should benefit from incremental accretion and share demand resulting from monetization of BHP's substantial franking credit balance.

[12] The Foreign Investment Review Board of Australia, which would review a unification transaction involving a resulting single unified BHP public company listco which is incorporated in England & Wales.

[13] Free cash flows from operations less free cash flows from investing and dividends, assuming the current 50% payout ratio of net income. Calculated by Elliott as the average of the figures produced by analysts at major international investment banks.

[14] The assumptions utilized in calculating this figure are described in the Presentation.

[15] The assumptions utilized in calculating this figure are described in the Presentation.

[16] Assumes annual off-market share buybacks starting at US$6bn and then utilizing excess cash flow whilst maintaining a 1.3x net debt / EBITDA target thereafter. Cash flow levels are Elliott's estimates based on a 1.3x net debt / EBITDA target. Also assumes share price appreciates annually based on constant multiples and that BHP conducts annual buybacks at a 14% discount to the post annual EPS accretion share price.

[17] The NPV is calculated in respect of (i) the increased share price implied by the EPS accretion, applied to the reduced number of shares in issue post buybacks; and (ii) the capital returned through the discounted off-market share buybacks up to June 2022.

[18] "A" grade credit rating means an "A-, A or A+" credit rating. This could be retained whilst maintaining a net debt/EBITDA ratio of 1.3x (or other appropriate metric).

[19] Please see the Presentation for further details.

[20] These per-share numbers are in respect of the current aggregate number of BHP shares in issue, except for the franking credits from buybacks number, which is based on the number of Limited shares currently in issue.

[21] Enterprise value measured before demerger of BHP's US petroleum business. Assumes that the BHP share price post-unification would be the weighted average (by number of shares in issue at Limited and PLC) of the current share prices of Limited and PLC. The post-unification (before demerger) enterprise value is therefore assumed to remain the same as BHP's current enterprise value.

[22] Valuation based on mean values of US petroleum and unified core BHP shown in the valuation slides in the Presentation.

(CONTINUA)

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