March roadshow addressed Glencore s key investment highlights

Transcription

1 Glencore Update for and employee the proposed shareholders MoE with Xstrata June May I

2 March roadshow addressed Glencore s key investment highlights 1. Highly capital efficient business model Mining capex efficiency best in sector Marketing is a capital efficient business that has a strong track record of delivering high ROE 2. Opportunity to co-invest alongside management with strongest value creation track record in the sector Like for like equity value of less than $1bn in 1994 grown to $50bn currently Proven track-record of value creation in Marketing (leading market positions) and Industrial Activities (eg, Katanga, Kazzinc and Prodeco) Identified next wave of value creation opportunities in Industrial Activities (eg, South African Coal, E&P portfolio and Mutanda/Kansuki) Ambitions remain underpinned by c45% equity ownership of top management 3. Current share price offers major value upside Strongest and most capital efficient volume growth in sector (marketing and industrial) Marketing activities are an attractive value proposition Material hidden value on balance sheet 4. Merger will create a global resources company with a unique business model and diversification and material scale Enhanced scale and diversification Full integration along the value chain Accelerated and more capital efficient volume growth from combined project portfolio Enhanced financial flexibility Removal of strategic constraints I 1

3 Additional Glencore topics addressed today 1. Gearing and cash flow Strong track record of free cash flow generation to equity holders Reflected in consistently solid credit profile across the cycle Conservative funding structure 2. Capital allocation Glencore has a strong track-record of returning capital to shareholders Cumulatively, , Glencore returned $6.0bn, 26% of total capital to equity holders despite being a private company vs. 21% for the FTSE 350 Mining index over the same period (17% excluding BHP) 3. Growth Strong track-record of growth in Marketing profits Substantial organic growth in Industrial from low-risk/cost brownfield operations Efficient, flexible and disciplined capital expenditure Global reserves are, and global production will be, overwhelmingly located in the developing world 4. Merger Update Benefits increasingly recognised Votes 11 th and 12 th July Q completion I 2

4 1. Gearing and cash flow generation I 3

5 Consistently solid credit profile across the cycle Ratings evolution versus key peers A+ 8.0 A7.0 A- 6.0 Xstrata $5.9bn rights issue in March 2009 Rio Tinto s $14.8bn rights issues in June and July 2009 BBB+ 5.0 BBB 4.0 BBB- 3.0 S&P rating AA- 9.0 BB+ 2.0 BB 1.0 BB- 0.0 Xstrata $18.8bn acquisition of Falconbridge in August 2006, and subsequent $5.5bn rights issue in October 2006 Rio Tinto s $38bn acquisition of Alcan in July 2007 Anglo American $1.5bn convertible bond in April 2009 Glencore $2.3bn convertible bond in December 2009 Glencore $10bn IPO in May 2011, with $7.5 bn primary proceeds Glencore Xstrata Anglo American Rio Tinto BHP Billiton Noble Group Cargill ADM Resilient business model and cash-like nature of RMI enables Glencore to maintain a strong credit rating (currently BBB, positive watch) despite higher headline credit metrics I 4

6 Conservative funding structure Asset and debt evolution last ten years $ bn (1) (2) Total debt PP&E Other Assets Other investments Listed investments Readily marketable inventories Cash, Cash Equivalents & Marketable Securities Notes: 1.2x x 1.7x x x x x (RMIs + Cash/Cash Equivalents & Market Securities + BV of listed investments)/(total debt) (1) Excludes convertible bond (2) Other assets includes long term advances and loans (excl. intangibles), deferred tax assets, and receivables (3) Convertible bond 2014 trades as quasi equity (4) Net funding calculated as gross debt, minus cash & cash equivalents, minus marketable securities x x x x 86.2 Debt figure as of Dec 2011 Total gross debt (1) : $25.7bn: Bank debt: $18.5bn (72%) Bonds (1)(3) : $7.2bn (28%) Net funding (1)(4) $24.4bn Industrial (1) $10.2bn (42%) Marketing $14.2bn (58%) Net debt (1) : $10.6bn Calculated after excluding RMI and cash S&P and Moody s ascribe an 80% and a 50% cash component to RMI respectively Ratios / Credit rating 2.0x Net Debt/ Adjusted EBITDA 27.2% FFO/ Net Debt S&P s: BBB (watch positive) Moody s: Baa2 (review with direction uncertain) I 5

7 Underpinned by strong operating cash flows Glencore historical funds from operations (1) $ bn Source: Company information Note: (1) FFO defined as cash generated from operating activities before working capital changes, minus net interest paid, minus tax paid, plus dividends received from associates I 6

8 Debt repayment supported by declining capex profile Glencore expansionary capex Gross debt maturity profile (1) $ bn Best-in-class capex profile (2) 2012E-2014E capex as percentage of aggregate value 50% 36% 40% 40% 32% 28% 30% 20% 8% 10% 0% 31% $ bn New RCF of $12.8bn in April 2012: Existing $3.5bn RCF due in 2012 refinanced with $4.4bn due in 2013, with Glencore extension option to 2014 An amount of $8.0 bn of the existing $8.4 bn medium term facility has been extended to Source: Glencore and onwards Bank debt Bond debt PPC 0.9 c80% of expansionary capex to take place before 2014 c56% of total debt have maturities from 2015 (1) c70% of total debt funds working capital Notes: (1) Pro Forma for RCF refinancing and new bonds issued in April 2012, excluding inventory and receivables backed facilities of $3.9bn (2) Based on broker consensus estimates provided by Capital IQ and Enterprise Value as of 10 May 2012 I 7

9 Industrial net funding ($10.2 bn) (1) : continued deleveraging underpinned by strong organic growth profile Industrial net debt (1) /EBITDA evolution x 2011A to 2015E copper equivalent volume growth % CAGR % Strong bank relationships with over 100 lenders 12.9% (2) 10.3% x 3.9x 3.6x 10% % 7.4% 7.3% 2.6x 6.4% 5.5% 2.0 5% Industrial net debt (1) / EBITDA 0% Glencore Xstrata BHP Billiton Rio Tinto Vale Anglo American Notes: (1) Excludes convertible bond (2) Relates to the expected Cu equivalent E production CAGR expected across the entire Industrial Asset s portfolio I 8

10 Marketing net funding ($14.2 bn): Optimises flexibility, cost and risk Gearing funds working capital Conservative funding approach and structure Low cost funding structure 36 days cash conversion cycle from supplier to customer Compared to average peers net conversion cycle of 56 days (1) Retention of title in intervening period Borrowing is effectively backed by fast turning inventory and receivables Gearing level in marketing can be adjusted easily/ quickly if required Average duration of marketing funding 2 years $4.44 bn is 1+1 year (extension option at Glencore s discretion) $8.03 bn is 3 years to 2015 Both facilities typically refreshed annually to minimise liquidity/refinancing risk and maximize Glencore s flexibility Average cost of funding, including asset backed financings, of 2.2% Revolving credit facilities margins: 1 year is 125 bps p.a. 3 year is 175 bps p.a. Low risk funding structure Spread is fixed Funding base is highly diversified 91 banks participating in current committed facilities Funding is 20x duration of assets Note: (1) Peers including ADM, Noble, Wilmar, Bunge and Olam International I 9

11 Duration of Marketing financing is multiple of WC net cycle Working capital summary $ bn $18.9 bn c. 2 year duration of funding 20x longer than duration of working capital net cycle Days on hand days Net conversion cycle: days Average: (16.0) (29) days 36 days 6 Trade payables Trade receivables RMI Inventory ex RMI Glencore Noble Bunge ADM Wilmar Olam International Source: Glencore 2011 Annual Report Consolidated balance sheet as of 31 December 2011 I 10

12 Marketing: Countercyclical cash flow profile Marketing profitability less geared to flat price movements In a scenario of declining commodity prices, the release in working capital more than compensates for drop in earnings The cash inflows preserve liquidity and position Glencore to capitalise on investment opportunities arising through a market downturn Current capital employed (1) vs. commodities markets Current Capital Employed ($ million) 24,000 20,000 16,000 12,000 Q Q1 2009: Rapid fall in commodity prices from the mid-2008 peaks Glencore s operations released c.$8 bn of CCE, more than offsetting any impact of the fall in profitability CCI Index (Rebased) 8,000 4, Q1 03 Q2 03 Q3 03 Q4 03 Q1 04 Q2 04 Q3 04 Q4 04 Q1 05 Q2 05 Q3 05 Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Current capital employed Q4 07 Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 CCI Index (rebased) Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Q1 11 Q2 11 Q Q4 (2) 11 Source: Glencore, Bloomberg Note: (1) Current capital employed defined as current assets less accounts payable, income tax payable and other financial liabilities. (2) Q represented an exception to the historical strong correlation between working capital and commodity prices. This is due to the fact that in December 2011 Glencore was presented with highly attractive funded commodity sourcing opportunities (impact of c. $2.4 bn) I 11

13 2. Capital allocation I 12

14 Capital allocation analysis: FTSE 350 mining vs diversified miners, The FTSE mining index has returned 21% of its capital spend in the past decade to shareholders, Glencore 26% 100% 90% 80% 70% 53% 61% 51% 51% 49% % of Total Spending * 60% 50% 40% 79% 21% 7% 15% 30% 38% 51% 20% 10% 21% 26% 32% 34% 11% 0% (1) (2) FTSE 350 Mining Index Glencore Anglo American BHP Billiton Rio Tinto Xstrata Dividends and Buy Backs, Net of Share Issues Acquisitions & Investments, Net of Disposals Capex, inc. Exploration Source: Factset, Company reports. Note: Today s FTSE 350 Mining constituents, and their current ISC, have been used in the above analysis over the entire 10 year period. Data source is Factset. Dividends paid include special dividends. Capex defined as Purchase of property, plant and equipment + exploration and evaluation expenditure * Capital allocations/net changes in cash that were on net negative in any one year, or on a cumulative basis, have been omitted from the above chart. (1) Excludes allocation to acquisitions & investments. (2) Excludes IPO proceeds. I 13

15 3. Growth I 14

16 Growth Industrial Assets Substantial organic growth from low risk and low cost brownfield operations Cu equivalent production volume (1) (in tonnes, 100% basis) 2,000,000 Achieved at approximately $5,000 per Cu equivalent tonne (2) (vs. average of $12,600 at peer projects) 1,800,000 1,600, A 2015E CAGR: 20.0% 1,400,000 1,200,000 1,000, , , A 2013E CAGR: 30.6% 2013E 2015E CAGR: 10.3% 400, , A 2013E 2015E Source: Company filings, IPO prospectus. Note: (1) Cu conversion prices updated to spot prices on 27 April (2) Projected capex as per IPO prospectus over Cu equivalent growth in tonnes. Mopani E&P Prodeco Kazzinc Katanga Mutanda I 15

17 Growth Marketing Strong track record of growth GDP growth, especially in emerging markets Industrial asset growth Market share gains Growth has a low capex intensity Xstrata and Viterra expected to deliver step change in marketing scale and profitability Working capital assets have increased but - Cheap / easy to fund - Highly liquid / flexible - Non-depreciating / low-risk Marketing Gross Profit (1) $ million 3,210 3,990 3,711 3,158 ROE range 35 65% 2,373 2,660 1,688 1,930 1, Marketing Volumes (2) (Cu equivalent, m MT) Source: Company filings. Notes: (1) Gross Profit: Revenues less COGS (2) Cu equivalent calculated using average commodity prices and total volumes for the year. I 16

18 Emerging markets dominate global reserves of key commodities OECD vs. Non-OECD Share of Global Reserves Bauxite 50% 74% Cobalt 30% 70% Copper 63% 37% Iron Ore 34% 66% Molybdenum 43% 57% Nickel 52% 48% Copper Supply Europe 3% 2% Asia and Middle East 11% 20% Africa 6% 9% North America 27% 13% South America 33% 42% Australasia 6% 7% Eastern Europe/CIS 13% 8% Ukraine (iron ore, thermal coal, coking coal) Russia (copper, iron ore, thermal coal, coking coal, zinc, nickel) Kazakhstan (copper, zinc, oil, FeCr, iron ore) Vanadium 100% Zinc 50% 50% Mexico (copper, iron ore, thermal coal, zinc) Colombia (thermal coal) Ecuador (oil, copper) Peru and Chile (copper, iron ore, zinc) OECD Non-OECD Argentina (copper) Venezuela (copper, thermal coal, nickel) Mauritania, Sierra Leone, Guinea (iron ore) Brazil (copper, iron ore, nickel) Eq. Guinea, Cameroon (oil/gas) South Africa (iron ore, thermal coal, coking coal, zinc, nickel) D.R. Congo and Zambia (copper) Indonesia (thermal coal, coking coal, nickel) China (copper, iron ore, thermal coal, coking coal, zinc, nickel, aluminium) India (copper, iron ore, thermal coal, zinc, nickel) Philippines, Papua New Guinea, New Caledonia (copper, nickel) Increasingly, frontier geographies are where the best reserves of key commodities globally are located. In addition to having significant absolute volumes of reserves these locations often also contain the highest quality reserves, whether measured by grade or cost of production. Source: Bloomberg, Global reserves source: U.S. Geological Survey Mineral Commodity Summaries. Copper supply source: 2011: Brook Hunt, WBMS, 1996: Metallstatistik I 17

19 4. Merger update I 18

20 Rationale for merger widely appreciated $500 million pre-tax EBITDA synergies (primarily marketing related) Diversification Portfolio optimisation with focus on brownfield Substantial management ownership Capital efficient M&A Best in class SRI I 19

21 What has changed? Glencore lock-ups have partially expired Xstrata retention package is public Investors have recognised merger benefits Increased investor focus on capital efficiency Increased investor scepticism on greenfield Xstrata + Glencore shareholder registers have evolved I 20

22 Valuation ratios current trading Since 1 st February 2012 (last close before start of offer period) Share exchange ratio development since announcement x 3.0 2nd Feb 5th March 10th April 1st May 9th May 31st May Merger Talks Confirmed X Glencore FY11 Prelims x Glencore FY11 Annual Report x Xstrata IMS x Glencore IMS x Merger documentation published x 2.9 7th Feb 2.7 Announcement & Xstrata FY11 Prelims- 2.71x 30th April Xstrata FY11 Annual Report x High: 2.85x Offer Terms: 2.80x 2.8 Average since Announcement: 2.75x x 2.6 Low: 2.59x Feb 16-Feb 2-Mar 19-Mar 3-Apr 20-Apr 8-May 24-May 11-Jun Source: CapitalIQ Share Exchange Ratio I 21

23 Valuation ratios historical trading Since Glencore IPO on the 19 th May 2011 Share exchange ratio development since Glencore IPO x Offer terms: 2.80x Average since Announcement: 2.75x 2.65x 2.5 Pre-merger talk confirmation average: 2.52x 2.3 7th Feb 2.7 Announcement & Xstrata FY11 Prelims- 2.71x 2nd Feb Merger talks confirmed X May 6-Jul 22-Aug 7-Oct 23-Nov 12-Jan 28-Feb 17-Apr 11-Jun Source: CapitalIQ Share Exchange Ratio I 22

24 Disclaimer This document comprises written materials for a presentation concerning the merger of Glencore International plc ( Glencore ) with Xstrata plc ( Xstrata ) in which Glencore will acquire the entire issued ordinary share capital of Xstrata (not already held by Glencore) in exchange for new shares to be issued in Glencore. This document is an advertisement and not a prospectus or a prospectus equivalent document. This presentation is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the merger or otherwise nor shall there be any sale, issuance or transfer of securities of Glencore or Xstrata in any jurisdiction in contravention of applicable law. Neither this document nor the fact of its distribution nor the making of the presentation constitutes a recommendation regarding any securities. The merger is made solely by means of the scheme document (which contains the full terms and conditions of the merger) issued by Xstrata on 31 May Any vote in respect of the scheme of arrangement or other response in relation to the merger by Xstrata shareholders should be made only on the basis of the information contained in the scheme document. The merger is subject to Glencore shareholder approval and any vote in respect of the merger by Glencore shareholders should be made only on the basis of the information contained in the circular published by Glencore on 31 May Glencore has published on 31 May 2012 a prospectus in connection with the admission of the new Glencore shares to the Official List of the Financial Services Authority and to trading on the main market for listed securities of the London Stock Exchange plc. Copies of the Xstrata scheme document and the Glencore circular and prospectus are available on Xstrata s website at and Glencore s website respectively. This presentation contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Glencore or Xstrata to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of Glencore or Xstrata to differ materially from the expectations of Glencore or Xstrata, as applicable, include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not Glencore combines with Xstrata), interest rate and currency fluctuations, the failure to satisfy any conditions for any possible merger on a timely basis or at all, the failure to satisfy the conditions of the merger of Glencore with Xstrata when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the failure of Xstrata to combine with Glencore on a timely basis or at all, the inability of the merged group to successfully realise any anticipated synergy benefits when the merger of Glencore with Xstrata is implemented, the inability of the merged group to successfully integrate Glencore s and Xstrata's operations and programmes when the merger of Glencore with Xstrata is implemented, the merged group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the merger of Glencore with Xstrata when the merger of Glencore with Xstrata is implemented. Such forward-looking statements should therefore be construed in light of such factors. Neither Glencore nor Xstrata, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), neither Glencore nor Xstrata is under any obligation, and Glencore and Xstrata each expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this presentation is intended as a profit forecast and no statement in this presentation should be interpreted to mean that earnings per Glencore or Xstrata ordinary share for the current or future financial years would necessarily match or exceed the historical published earnings per Glencore or Xstrata ordinary share. The distribution of this presentation or any information contained in it may be restricted by law in certain jurisdictions, and any person into whose possession any document containing this presentation or any part of it comes should inform themselves about, and observe, any such restrictions. I 23