BHP`s ann.re: Beswick
Document date:
Fri 18 Dec 1998
Published:
Fri 18 Dec 1998 00:00:00
Document No:
120442
Document part:
A
Market Flag:
N
Classification:
FOSTER'S BREWING GROUP LIMITED 1998-12-18 ASX-SIGNAL-G HOMEX - Adelaide +++++++++++++++++++++++++ COPY OF BHP RELEASE The Broken Hill Proprietary Company Limited (BHP) today announced that it would seek shareholder approval to restructure Beswick Pty Ltd (Beswick) leading to a wind up of that entity in 2001. If approved by BHP's shareholders early next year, the first part of the restructure would occur immediately. The restructure ends an arrangement set-up in 1988 to resolve instability, existing at the time, in the Company's shareholding structure. BHP Managing Director and Chief Executive Officer Mr (P M) Paul Anderson said the restructure would increase transparency, remove an unnecessary complexity from BHP's corporate structure and contribute to a rebuilding of sharemarket confidence in the Company. "Beswick has outlived its original purpose. It is time to move on. This decision closes one chapter in the Company's history as we start a new chapter. It is consistent with our objectives of rationalising assets and building a more transparent corporate structure," Mr Anderson said. BHP holds 50 per cent of the ordinary share capital of Beswick which, with its wholly owned subsidiary Panary Pty Ltd (together the Beswick Group), holds 338.1 million ordinary shares in BHP (16.2 per cent of issued capital). The other ordinary shareholders of Beswick are a subsidiary of Foster's Brewing Group (FBG), which owns 49.999 per cent of the ordinary share capital and ANZ Executors and Trustee Company Limited (ANZ) which owns the remaining 0.001 per cent. As a result of certain additional preference shareholdings, BHP's effective economic interest in Beswick on winding up is 97.3 per cent. The board of directors of Beswick has considered the restructure proposal from the point of view of all Beswick shareholders and has approved in principle subject to the approval of BHP shareholders. If approved by BHP shareholders, Beswick will buy back from FBG and ANZ their shares in Beswick for an amount calculated by reference to the value of Beswick on a winding up. Immediately thereafter BHP will buy back from Beswick and Panary and cancel their shares in BHP. BHP proposes to seek shareholder approval for this transaction at an extraordinary general meeting proposed to be held early next year. Beswick would be wound-up in 2001 following the end of the current arrangements in relation to Beswick's 'A' and 'B' Redeemable Preference Shares. A ruling has been obtained from the Australian Taxation Office in relation to the proposed restructure and wind-up. Beswick will pay approximately $1 million in tax as a result of the buy back transaction. The restructure will have minimal impact on BHP's Balance Sheet, Earnings Per Share and gearing. Total cash outflow from the BHP Group would be approximately $75 million, being a reduction in minority interests, mainly as a result of the cost of the buy-back by Beswick of FBG's and ANZ's shareholding in Beswick. For information contact: Michael Spencer DIRECTOR GROUP MEDIA RELATIONS GROUP EXTERNAL AFFAIRS BHP Tel: 61 3 9609 3137 (bh) 61 3 9384 0500 (ah) 0418 352 154 (mobile) 1