6-K 1 d503726d6k.htm FORM 6-K Form 6-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT ON FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Date: Period

March 19, 2013

 

 

ALUMINA LIMITED

ACN 004 820 419

 

 

Level 12, IBM Centre

60 City Road

Southbank, Victoria 3006

Australia

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

 


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This report on Form 6-K includes press releases of Alumina Limited made during the period February 28, 2013 to March 19, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

ALUMINA LIMITED

 

By:   

/s/ Stephen Foster

Name:   Stephen Foster
Title:   Company Secretary
Date:   March 19, 2013


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To:    The Manager
   Announcements
   Company Announcements Office
   Australian Securities Exchange

 

LOGO

Public Announcement 2013 – 6AWC

Please find attached an Appendix 3B under Listing Rule LR 3.10.5, provided in relation to the issue of shares to CITIC Resources Australia Pty Ltd under a Subscription Agreement between Alumina Limited, CITIC Limited and Bestbuy Overseas Co., Ltd.

 

/s/ Stephen Foster
Stephen Foster
Company Secretary
15 February 2013


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Appendix 3B

New issue announcement

 

 

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Alumina Limited (Alumina)

ABN

85 004 820 419

We (the entity) give ASX the following information.

Part 1 – All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 

1    +Class of +securities issued or to be issued    Fully paid ordinary shares
2    Number of +securities issued or to be issued (if known) or maximum number which may be issued    146,411,771
3    Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)    As for existing fully paid ordinary shares.

 

 

+ See chapter 19 for defined terms.

 

01/08/2012    Appendix 3B Page 1


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Appendix 3B

New issue announcement

 

 

 

4    Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?    Yes, the new shares rank equally in all respects with existing fully paid ordinary shares from the time of allotment.
   If the additional securities do not rank equally, please state:   
  

•       the date from which they do

  
  

•       the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  
  

•       the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  
5    Issue price or consideration    $1.235 per share
6    Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)    The subscription monies are to be used for the general corporate purposes of the Alumina group, including the repayment of bank debt.
6a    Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?    No.
   If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i   
6b    The date the security holder resolution under rule 7.1A was passed    N/A
6c    Number of +securities issued without security holder approval under rule 7.1    N/A

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 2   01/08/2012


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Appendix 3B

New issue announcement

 

 

 

6d    Number of +securities issued with security holder approval under rule 7.1A    N/A
6e    Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)    N/A
6f    Number of securities issued under an exception in rule 7.2    N/A
6g    If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.    N/A
6h    If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements    N/A
6i    Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements    N/A
7    Dates of entering +securities into uncertificated holdings or despatch of certificates    15 February 2013   
          

Number

  

+Class

8    Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)    2,806,225,615    Fully paid ordinary shares

 

 

+ See chapter 19 for defined terms.

 

01/08/2012   Appendix 3B Page 3


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Appendix 3B

New issue announcement

 

 

 

          

Number

  

+Class

9    Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)    N/A    N/A
10    Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)    No change   
Part 2 – Bonus issue or pro rata issue   
11    Is security holder approval required?    N/A   
12    Is the issue renounceable or non- renounceable?    N/A   
13    Ratio in which the +securities will be offered    N/A   
14    +Class of +securities to which the offer relates    N/A   
15    +Record date to determine entitlements    N/A   
16    Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?    N/A   
17    Policy for deciding entitlements in relation to fractions    N/A   
18    Names of countries in which the entity has +security holders who will not be sent new issue documents    N/A   
   Note: Security holders must be told how their entitlements are to be dealt with.      
   Cross reference: rule 7.7.      
19    Closing date for receipt of acceptances or renunciations    N/A   

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 4   01/08/2012


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Appendix 3B

New issue announcement

 

 

 

20    Names of any underwriters    N/A   
21    Amount of any underwriting fee or commission    N/A   
22    Names of any brokers to the issue    N/A   
23    Fee or commission payable to the broker to the issue    N/A   
24    Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders    N/A   
25    If the issue is contingent on +security holders’ approval, the date of the meeting    N/A   
26    Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled    N/A   
27    If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders    N/A   
28    Date rights trading will begin (if applicable)    N/A   
29    Date rights trading will end (if applicable)    N/A   
30    How do +security holders sell their entitlements in full through a broker?    N/A   
31    How do +security holders sell part of their entitlements through a broker and accept for the balance?    N/A   

 

 

+ See chapter 19 for defined terms.

 

01/08/2012   Appendix 3B Page 5


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Appendix 3B

New issue announcement

 

 

 

32    How do +security holders dispose of their entitlements (except by sale through a broker)?    N/A   
33    +Despatch date    N/A   

Part 3 – Quotation of securities

You need only complete this section if you are applying for quotation of securities

 

34      

Type of securities

(tick one)

(a)    x    Securities described in Part 1
(b)    ¨    All other securities
     

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

 

35    ¨    If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
36    ¨    If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
      1 - 1,000
      1,001 - 5,000
      5,001 - 10,000
      10,001 - 100,000
      100,001 and over
37    ¨    A copy of any trust deed for the additional +securities

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 6   01/08/2012


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Appendix 3B

New issue announcement

 

 

 

Entities that have ticked box 34(b)
38    Number of securities for which +quotation is sought    N/A   
39    Class of +securities for which quotation is sought    N/A   
40    Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?    N/A   
   If the additional securities do not rank equally, please state:      
  

•         the date from which they do

 

•         the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

 

•         the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     
41    Reason for request for quotation now    N/A   
  

Example: In the case of restricted securities, end of restriction period

 

(if issued upon conversion of another security, clearly identify that other security)

     
          

Number

  

+Class

42    Number and +class of all +securities quoted on ASX (including the securities in clause 38)    N/A    N/A

 

 

+ See chapter 19 for defined terms.

 

01/08/2012   Appendix 3B Page 7


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Appendix 3B

New issue announcement

 

 

 

Quotation agreement

 

1

+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

 

2 We warrant the following to ASX.

 

   

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 

   

There is no reason why those +securities should not be granted +quotation.

 

   

An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 

   

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 

   

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

 

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

 

4

We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

 

Sign here:  

/s/ Stephen Foster

    Date: 15 February 2013  
  (Director/Company secretary)    
Print name:   Stephen Foster    

 

 

 

 

+ See chapter 19 for defined terms.

 

Appendix 3B Page 8   01/08/2012


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To:    The Manager
   Announcements
   Company Announcements Office
   Australian Securities Exchange

 

LOGO

Public Announcement 2013 – 7AWC

Please find attached Form 604 Notice of change of interests of substantial holder.

 

/s/ Stephen Foster
Stephen Foster
Company Secretary
15 February 2013


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Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

 

To Company Name/Scheme   

Alumina Limited (Alumina)

ACN/ARSN   

004 820 419

1.      Details of substantial holder (1)

 

Name   

Alumina and each of its Related Bodies Corporate listed in Annexure A

ACN/ARSN (if applicable)   

004 820 419

There was a change in the interests of the substantial holder on   

15/02/2013

  
The previous notice was given to the company on   

14/02/2013

  
The previous notice was dated   

14/02/2013

  

 

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

 

     Previous notice     Present notice  

Class of securities (4)

   Person’s votes      Voting power (5)     Person’s votes      Voting power (5)  

Fully paid ordinary shares

     220,286,931         8.28     366,698,702         13.07

 

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

 

Date of
change

  

Person whose
relevant interest
changed

  

Nature of change (6)

  

Consideration
given in
relation to
change (7)

  

Class and
number of
securities
affected

  

Person’s votes
affected

      Alumina issued 146,411,771 fully paid ordinary shares to Bestbuy Overseas Co, Ltd (Bestbuy) pursuant to a Subscription Agreement dated 14 February 2013, which forms Annexure B to this notice.         

15/02/2013

   Alumina    Clauses 7.3 and 7.4 of the Subscription Agreement impose certain restrictions on Bestbuy disposing of the shares. Accordingly, Alumina has a relevant interest in the shares under section 608(1)(c) of the Corporations Act 2001 (Cth) (the Act).    Nil    146,411,771    146,411,771


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4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

 

Holder of
relevant
interest

 

Registered holder of
securities

 

Person entitled
to be registered
as holder (8)

 

Nature of relevant interest (6)

 

Class and number of
securities

 

Person’s votes

  Bestbuy   Bestbuy   See section 3 above   146,411,771   146,411,771
Alumina   CITIC Resources Australia Pty Ltd (CRA)   CRA   Clauses 7.3 and 7.4 of the Subscription Agreement pursuant to which the relevant shares were issued impose certain restrictions on CRA disposing of the shares (refer to Annexure B to Alumina’s Notice of initial substantial holder dated 14 February 2013). Accordingly, Alumina has a relevant interest in the shares under section 608(1)(c) of the Act.   219,617,657   219,617,657
  Alumina Employee Share Plan Pty Ltd (AESP)   AESP  

 

AESP, a wholly owned subsidiary of Alumina, holds the relevant shares on trust in connection with the operation of Alumina’s Employee Share Plan. AESP has a relevant interest in the shares under section 608(1) of the Act and Alumina has a relevant interest in the shares under sections 608(1) and 608(3) of the Act.

  669,274 fully paid ordinary shares   669,274
Alumina’s Related Bodies Corporate   As above   As above   AESP has a relevant interest in the shares held by it under sections 608(1) of the Act. Alumina’s other Related Bodies Corporate do not have a relevant interest in these shares and none of its Related Bodies Corporate have a relevant interest in the shares held by Bestbuy or CRA. However, as each of the Related Bodies Corporate are associates of Alumina they have the same voting power in Alumina as does Alumina itself.   669,274 fully paid ordinary shares (voting power relating to 366,698,702 fully paid ordinary shares)   669,274 (voting power relating to 366,698,702 fully paid ordinary shares)

 

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

 

Name and ACN/ARSN (if applicable)

  

Nature of association

N/A    N/A

 

6. Addresses

The addresses of persons named in this form are as follows:

 

Name

  

Address

Alumina    Level 12, IBM Centre, 60 City Road, Southbank, Victoria, Australia
Alumina’s Related Bodies Corporate    Refer to Annexure A

 

 

Signature

 

print name   Stephen Foster    capacity    Company Secretary
 

 

sign here   /s/ Stephen Foster    date    15/02/2013
 

 


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This is Annexure A of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder) in relation to Alumina Limited (ACN 004 820 419)

 

Signed: /s/ Stephen Foster

Stephen Foster

Company Secretary, Alumina Limited

Date: 15 February 2013

The Related Bodies Corporate of Alumina Limited (ACN 004 820 419) are:

 

Company

  

ACN or

country of
incorporation

  

Address

Alumina Employee Share Plan Pty Ltd    103 902 012    Level 12, IBM Centre, 60 City Road, Southbank, Victoria, Australia
Alumina Finance Limited    130 920 562    Level 12, IBM Centre, 60 City Road, Southbank, Victoria, Australia
Alumina Holdings (USA) Inc.    Delaware, USA    1125 17th Street, Suite 2200, Denver, CO 80202, United States of America
Alumina International Holdings Pty. Ltd.    006 840 731    Level 12, IBM Centre, 60 City Road, Southbank, Victoria, Australia
Alumina Brazil Holdings Pty Ltd    121 881 196    Level 12, IBM Centre, 60 City Road, Southbank, Victoria, Australia
Alumina Limited Do Brasil SA    Brazil    Av. das Nacoes Unidas, 14.171-15 andar – Marble Tower Sao Paulo, Brasil CEP 04794-000
Alumina (U.S.A.) Inc.    Delaware, USA    1125 17th Street, Suite 2200, Denver, CO 80202, United States of America
Butia Participacoes SA    Brazil    Av. das Nacoes Unidas, 14.171-15 andar – Marble Tower Sao Paulo, Brasil CEP 04794-000
Westminer Acquisition (U.K.) Limited    UK    One Silk Street, London, EC2Y 8HQ, United Kingdom


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This is Annexure B of 32 pages referred to in the Form 604 (Notice of change of interests of substantial holder) in relation to Alumina Limited (ACN 004 820 419)

 

Signed: /s/ Stephen Foster

Stephen Foster

Company Secretary, Alumina Limited

Date: 15 February 2013


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LOGO

Subscription Agreement

Alumina Limited

CITIC Limited

Bestbuy Overseas Co., Ltd

Agreement for the subscription for ordinary shares to be

issued by Alumina Limited

Allens

101 Collins Street

Melbourne VIC 3000

Tel +61 3 9614 1011

Fax +61 3 9614 4661

www.allens.com.au

© Copyright Allens, Australia 2013

Allens is an independent partnership operating in alliance with Linklaters LLP.


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Subscription Agreement    LOGO

 

 

Table of Contents

 

1.      Definitions and Interpretation      1   
     1.1     

Definitions

     1   
     1.2     

Interpretation

     4   
     1.3     

Business Days

     5   
2.      Subscription Shares      5   
     2.1     

Subscription

     5   
     2.2     

Use of Subscription Amount

     5   
     2.3     

Agreement to serve as application

     5   
     2.4     

Settlement and allotment of Subscription Shares

     6   
3.      Rights Attaching to Shares and Quotation      6   
     3.1     

Rights attaching to the Shares

     6   
     3.2     

Quotation

     6   
4.      Undertakings      7   
     4.1     

The Company’s undertakings

     7   
     4.2     

The Subscriber’s and Holdco’s undertakings

     7   
5.      On-sale of Subscription Shares      7   
     5.1     

Issue without disclosure document

     7   
     5.2     

Acknowledgements and confirmations by the Subscriber and Holdco

     7   
6.      Representations and Warranties      8   
     6.1     

By all parties

     8   
     6.2     

By the Company

     8   
     6.3     

By the Subscriber and Holdco

     8   
     6.4     

Independence

     8   
     6.5     

Reliance

     8   
     6.6     

Acknowledgments

     9   
     6.7     

Notice of breach

     9   
     6.8     

Survival

     10   
7.      Shareholding      10   
     7.1     

No insider trading

     10   
     7.2     

Acquisition of Shares

     10   
     7.3     

Restriction on Disposal of Shares

     12   
     7.4     

Permitted Disposals of Shares

     13   
     7.5     

Remedies

     13   
     7.7     

Exception for CITIC Securities Company Limited

     13   
8.      Termination      14   
     8.1     

Termination by the Subscriber and Holdco

     14   
     8.2     

Termination by the Company

     14   
9.      General      15   
     9.1     

Costs

     15   
     9.2     

Governing law

     15   

 

 

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     9.3     

Process agent

     15   
     9.4     

GST

     15   
     9.5     

Confidentiality Deed

     16   
     9.6     

Public announcements

     16   
10.      Notices      16   
     10.1     

How to give a notice

     16   
     10.2     

When a notice is given

     17   
     10.3     

Address for notices

     17   
11.      Acknowledgments      17   
     11.1     

Rights personal

     17   
     11.2     

No waiver

     18   
     11.3     

Several and not joint liability

     18   
     11.4     

Severability

     18   
     11.5     

Extent of obligations

     18   
     11.6     

Entire agreement

     18   
     11.7     

Further assurances

     18   
     11.8     

No merger

     18   
     11.9     

Counterparts

     18   
Schedule      21   
    

Warranties

     21   
Annexure      23   
    

Draft Release to the ASX

     23   

 

 

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Subscription Agreement    LOGO

 

 

 

 

Date    14 February 2013
Parties   
1.    Alumina Limited (ABN 85 004 820 419) of Level 12, IBM Centre, 60 City Road, Southbank, Victoria, Australia (the Company).
2.    CITIC Limited LOGO (incorporated in China) of Capital Mansion, 6 Xinyuannanlu, Chaoyang District, Beijing 100004, China (Holdco).
3.    Bestbuy Overseas Co., Ltd (Company Number 363344, incorporated in British Virgin Islands) having its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the Subscriber).
Recitals   
A    The Subscriber agrees to subscribe for the Subscription Shares on the terms and conditions of this Agreement.

It is agreed as follows.

 

1. Definitions and Interpretation

 

 

 

1.1 Definitions

The following definitions apply in this Agreement unless the contrary intention appears or the context otherwise requires.

ASIC means the Australian Securities and Investments Commission.

Associate means, in relation to a person, an associate (within the meaning given in sections 12 to 17 of the Corporations Act) of the person in relation to the Company.

ASX means ASX Limited (ABN 98 008 624 691) and, where the context requires, its Related Bodies Corporate, or the financial market known as ‘ASX’ operated by ASX Limited.

Authorisation means:

 

  (a) an authorisation, consent, licence, declaration, approval, exemption or waiver, however it is described; and

 

  (b) in relation to anything that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken,

including any renewal or amendment of any of the above.

AWAC Joint Venture means the Alcoa World Alumina and Chemicals joint venture.

 

 

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AWAC Joint Venture Agreement means all those agreements governing the establishment and operation of the AWAC Joint Venture, including but not limited to the following key agreements:

 

  (a) the Formation Agreement dated 21 December 1994 between, among others, Alcoa Inc. and the Company;

 

  (b) the Charter of the Strategic Council dated 21 December 1994 between Alcoa Inc. and the Company; and

 

  (c) the Shareholders Agreement regarding Alcoa of Australia Limited dated 10 May 1996 between Alcoa Australian Holdings Pty Ltd (as successor to Alcoa International Holdings Company) and the Company.

Bank Account means the bank account established in the name of “Alumina Limited” with Australia and New Zealand Banking Group Limited, the details of which are as follows.

Address: Cnr Queen & Creek Streets, Brisbane Qld 4000, Australia

Swift ID: ANZBAU3M

BSB Number: 014 002

Account Number: 8373-16664

Board means the board of directors of the Company.

Business Day has the meaning given in the Listing Rules.

Company Securities means:

 

  (a) any shares in or other securities of the Company, or any securities convertible into shares in or other securities of the Company; or

 

  (b) any legal or equitable interest in such shares or securities.

Confidentiality Deed means the deed of that name entered into between CITIC Resources Holdings Limited and the Company on 31 July 2012.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosure Material means all information disclosed by, or on behalf of, the Company to Holdco, the Subscriber or any of their respective Related Bodies Corporate in connection with the Subscriber’s proposed investment in the Company, including information relating to the business, assets or affairs of the Company or any of its Related Bodies Corporate or any of the entities of the AWAC Joint Venture, and all past, current and prospective financial, accounting, legal, trading, marketing, technical and business information.

Dispose means, in relation to a Share (or any interest in the Share), to enter into a transaction:

 

  (a) which results in a person other than the registered holder of the Share:

 

  (i) acquiring or having any equitable or beneficial interest in the Share, including an equitable interest arising under a declaration of trust, an agreement for sale and purchase or an option agreement or an agreement creating a charge or other Security Interest over the Share; or

 

 

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  (ii) having any financial interest in, or economic exposure to, a Share, but only in circumstances where the transaction creating that interest or exposure arises through entry into an equity swap or derivative; or

 

  (iii) acquiring or having any rights of pre-emption, first refusal or other direct or indirect control over the disposal of the Share; or

 

  (iv) acquiring or having any rights of direct or indirect control over the exercise of any voting rights or rights to appoint directors attaching to the Share; or

 

  (b) which results in a person other than the registered holder of the Share otherwise acquiring or having legal or equitable rights against the registered holder of the Share (or against a person who directly or indirectly controls the affairs of the registered holder of the Shares) which have the effect of placing the other person in substantially the same position as if the person had acquired a legal or equitable interest in the Share itself,

but excludes a transaction permitted by this Agreement, and Disposal has a corresponding meaning.

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Government Agency means any:

 

  (a) government or governmental, semi-governmental or judicial entity; or

 

  (b) minister, department, office, commission, delegate, instrumentality, agency, board or authority of any government.

It also includes any regulatory organisation established under statute or any stock exchange.

Insolvency Event means any of the following events in relation to a party:

 

  (a) a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the party;

 

  (b) the party is, or becomes unable to, pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act, or is presumed to be insolvent under the Corporations Act;

 

  (c) something having a substantially similar effect to (a) or (b) happens in connection with the party under the law of any jurisdiction;

 

  (d) the party stops or suspends or threatens to stop or suspend payment of all or a class of its debts;

 

  (e) the party ceases to carry on business; or

 

  (f) an order is made for the administration, winding up or liquidation of the party or a resolution is passed to liquidate the party, otherwise than for the purpose of an amalgamation or reconstruction.

 

 

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Listing Rules means the Listing Rules of the ASX (including the ASX Settlement Operating Rules, the ASX Operating Rules and the ASX Clear Operating Rules) as waived or modified by the ASX in respect of the Company in any particular case.

Placement Issue Time means 10 am on the second Business Day after the date of this Agreement.

Placement Payment Time means 5 pm on the first Business Day after the date of this Agreement.

Prescribed Percentage means:

 

  (a) for the period of 24 months from the date of this Agreement – 15.0%; and

 

  (b) thereafter – 19.99%.

Professional or Sophisticated Investor means a category of investor under sections 708(8) or 708(11) of the Corporations Act to whom an offer of a body’s securities can be made without disclosure.

Representative means an employee, agent, officer, director, sub-contractor, professional adviser, lawyer, investment bank, accountant, auditor or other person who may be employed or engaged by the Company to act for it, or on its behalf.

Security Interest includes any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind or any other right of, or arrangement with, any creditor to have its claim satisfied in priority to other creditors with, or from the proceeds of, any asset. It includes retention of title other than in the ordinary course of day to day trading and a deposit of money by way of security but it excludes a charge or lien arising in favour of a Government Agency by operation of statute unless there is default in payment of money secured by that charge or lien.

Shares means fully paid ordinary shares in the capital of the Company.

Subscription Amount means $180,818,537.19.

Subscription Shares means 146,411,771 Shares.

 

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply in interpreting this Agreement unless the contrary intention appears or the context otherwise requires.

 

  (a) The singular includes the plural and the converse.

 

  (b) A gender includes all genders.

 

  (c) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

 

  (d) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

 

  (e) A reference to a clause is a reference to a clause of this Agreement.

 

  (f) A reference to time is a reference to the time in Melbourne, Victoria, Australia.

 

 

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  (g) A reference to a party to this Agreement or another agreement or document includes the party’s successors and substitutes or assigns.

 

  (h) A reference to any agreement or document is to the agreement or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Agreement.

 

  (i) A reference to legislation or to a provision of legislation includes a modification or re-enactment of or substitution for it and a regulation or statutory instrument issued under it.

 

  (j) A reference to dollars and $ is a reference to the lawful currency of Australia.

 

  (k) A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form.

 

  (l) A reference to conduct includes an omission, statement or undertaking, whether or not in writing.

 

  (m) A reference to includes or including means includes, without limitation, or including, without limitation, respectively.

 

  (n) Unless stated otherwise, one provision does not limit the effect of another.

 

  (o) All obligations in this Agreement are to be performed duly and punctually.

 

  (p) A term or expression starting with a capital letter which is defined in the Corporations Act but is not defined in this Agreement, has the meaning given in the Corporations Act.

 

1.3 Business Days

If the day on or by which a person must do something under this Agreement is not a Business Day:

 

  (a) if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and

 

  (b) in any other case, the person must do it on or by the previous Business Day.

 

2. Subscription Shares

 

 

 

2.1 Subscription

The Subscriber will subscribe, and the Company will issue to the Subscriber, the Subscription Shares at or before the Placement Issue Time for the Subscription Amount.

 

2.2 Use of Subscription Amount

The Company must use the funds paid to it by the Subscriber as the Subscription Amount for the general corporate purposes of the Company and its Related Bodies Corporate.

 

2.3 Agreement to serve as application

On execution of this Agreement by all parties, this Agreement serves as an application by the Subscriber to subscribe for the Subscription Shares and it will not be necessary for the

 

 

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Subscriber to provide a separate application form to the Company for the Subscription Shares. The Subscriber agrees to be bound by the constitution of the Company upon the issue of the Subscription Shares.

 

2.4 Settlement and allotment of Subscription Shares

 

  (a) The Subscriber must pay the Subscription Amount in Australian dollars to the Company in immediately available funds to the Company’s Bank Account at or before the Placement Payment Time.

 

  (b) The funds received by the Company from the Subscriber under clause 2.4(a) must be held by or on behalf of the Company in trust for the Subscriber pending the issue of the Subscription Shares to the Subscriber.

 

  (c) At or before the Placement Issue Time, in consideration for the Subscriber applying for the Subscription Shares and paying the Subscription Amount to the Company, the Company must issue the Subscription Shares to the Subscriber. The obligation of the Company to issue the Subscription Shares to the Subscriber is conditional on the Subscriber paying the Subscription Amount to the Company at or before the Placement Payment Time.

 

3. Rights Attaching to Shares and Quotation

 

 

 

3.1 Rights attaching to the Shares

When issued, the Subscription Shares will:

 

  (a) be issued free from any Security Interest;

 

  (b) be credited as fully paid; and

 

  (c) rank equally in all respects with the existing Shares on issue.

 

3.2 Quotation

In respect of the Subscription Shares, the Company must:

 

  (a) on or before their day of issue:

 

  (i) cause the Company’s share register to register the Subscriber as the holder of the Subscription Shares; and

 

  (ii) apply for, and do everything the ASX reasonably requires to obtain, quotation of the Subscription Shares on the ASX; and

 

  (b) no later than 7 days after their day of issue, cause the Company’s share register to provide the Subscriber with a holding statement or other confirmation stating its shareholding in the Company.

 

 

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4. Undertakings

 

 

 

4.1 The Company’s undertakings

The Company will:

 

  (a) at all times, be in compliance with all material obligations imposed on it under the Listing Rules and the Corporations Act;

 

  (b) prepare and lodge on a prompt and timely basis all documents required by the Listing Rules and the Corporations Act as necessary for the consummation of the transactions contemplated by this Agreement;

 

  (c) use all reasonable efforts to co-operate with the Subscriber and Holdco to prepare all announcements, circulars and other documents as are required to be issued by Holdco in connection with the execution, delivery and performance of this Agreement and the transactions contemplated by it (to the extent that such documents relate to the Company); and

 

  (d) use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary or appropriate to consummate the transactions contemplated by this Agreement.

 

4.2 The Subscriber’s and Holdco’s undertakings

 

  (a) The Subscriber and Holdco will use all reasonable efforts to co-operate with the Company and its Representatives to prepare all documents to be lodged by the Company with the ASX in connection with the execution, delivery and performance of this Agreement and the transactions contemplated by it (to the extent that such documents relate to the Subscriber or Holdco, respectively).

 

  (b) The Subscriber and Holdco will use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary or appropriate to consummate the transactions contemplated by this Agreement.

 

5. On-sale of Subscription Shares

 

 

 

5.1 Issue without disclosure document

As no formal disclosure document (such as a prospectus) will be lodged with ASIC for the issue of the Subscription Shares, the Subscription Shares will only be offered and issued to a person that is a Professional or Sophisticated Investor.

 

5.2 Acknowledgements and confirmations by the Subscriber and Holdco

The Subscriber and Holdco acknowledge:

 

  (a) that section 707(3) of the Corporations Act imposes certain restrictions on the capacity of a person to whom securities have been issued other than pursuant to a formal disclosure document to on-sell those securities within 12 months after their issue;

 

 

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  (b) that this Agreement imposes no obligation on the Company, whether express or implied, to assist the Subscriber to on-sell the Subscription Shares, including by way of a disclosure document or a notice under section 708A(5)(e) of the Corporations Act; and

 

  (c) that the Company is not issuing the Subscription Shares for the purposes of the Subscriber selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over, them, and that the Company requires that the Subscriber acquires the Subscription Shares as an investment to be held for at least the medium term (ie longer than 12 months), subject to the terms of this Agreement.

The Subscriber further confirms that it is not subscribing for the Subscription Shares for the purposes of selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over, them within the period of 12 months from their date of issue.

 

6. Representations and Warranties

 

 

 

6.1 By all parties

Each party represents and warrants to the other parties that each of the matters set out in Part 1 of the Schedule, in so far as it relates to itself, is true, accurate and not misleading as at the date of this Agreement and immediately prior to the issue of the Subscription Shares.

 

6.2 By the Company

The Company represents and warrants to the Subscriber and Holdco that each of the matters set out in Part 2 of the Schedule is true, accurate and not misleading as at the date of this Agreement.

 

6.3 By the Subscriber and Holdco

The Subscriber and Holdco severally represent and warrant to the Company that each of the matters set out in Part 3 of the Schedule, in so far as it relates to itself, is true, accurate and not misleading as at the date of this Agreement and immediately prior to the issue of the Subscription Shares.

 

6.4 Independence

Each of the paragraphs set out in the Schedule shall be construed independently and no paragraph shall be limited by implications arising from any other paragraph.

 

6.5 Reliance

Each party acknowledges that each other party has executed this Agreement and agreed to take part in the transactions that this Agreement contemplates in reliance on the representations and warranties that are made in clauses 6.1 to 6.3.

 

 

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6.6 Acknowledgments

The Subscriber and Holdco acknowledge and agree that:

 

  (a) except as expressly set out in this Agreement, neither the Company, its Representatives nor any other person acting on behalf of or associated with the Company has made any representation, given any advice or given any warranty or undertaking, promise or forecast of any kind in relation to the Subscription Shares, the Company, the Disclosure Material or this Agreement;

 

  (b) without limiting paragraph (a), no representation, no advice, no warranty, no undertaking, no promise and no forecast is given in relation to:

 

  (i) any economic, fiscal or other interpretations or evaluations by the Company or any person acting on behalf of or associated with the Company or any other person; or

 

  (ii) future matters, including future or forecast costs, prices, revenues or profits;

 

  (c) without limiting paragraph (a) or (b), and except for the statements made in the Schedule, no statement or representation by the Company or its Representatives:

 

  (i) has induced or influenced the Subscriber or Holdco to enter into this Agreement or agree to any or all of its terms;

 

  (ii) has been relied on in any way as being accurate by the Subscriber or Holdco;

 

  (iii) has been warranted to the Subscriber or Holdco as being true; or

 

  (iv) has been taken into account by the Subscriber or Holdco as being important to its decision to enter into this Agreement or agree to any or all of its terms; and

 

  (d) without limiting paragraph (a), (b) or (c), to the maximum extent permitted by law neither the Company, its Representatives nor any other person acting on behalf of or associated with the Company (each, a Relevant Person) is liable in any way for, and each of the Subscriber and Holdco unconditionally and irrevocably releases each Relevant Person from any liability for and waives any right to make any claim in respect of, any inaccuracy, incompleteness or other defect in any information relating to future matters (if any) provided in the Disclosure Material (including without limitation information (if any) as to future or forecast costs, prices, revenues, profits or dividends) by a Relevant Person to (or for the benefit of) the Subscriber, Holdco, any of their Related Bodies Corporate or any of their respective employees, officers, advisers or agents, including liability in negligence or other tort, or for misrepresentation or misleading and deceptive conduct.

 

6.7 Notice of breach

 

  (a) The Company undertakes to the Subscriber and Holdco that it will notify them as soon as practicable after it becomes aware of a breach of any representation or warranty under clause 6.1 relating to it or of any representation or warranty under clause 6.2 or any undertaking given by it in this Agreement.

 

  (b) The Subscriber and Holdco each undertakes to the Company that it will notify the Company as soon as practicable after it becomes aware of a breach of any representation or warranty under clause 6.1 relating to it or of any representation or warranty under clause 6.3 or any undertaking given by it in this Agreement.

 

 

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6.8 Survival

The representations and warranties given by a party under this Agreement shall not merge upon completion of the transactions contemplated by this Agreement.

 

7. Shareholding

 

 

 

7.1 No insider trading

The Subscriber and Holdco each acknowledges that some of the Disclosure Material may be ‘inside information’ within the meaning of Part 7.10, Division 3 of the Corporations Act in relation to Company Securities. Without limiting anything else in this Agreement, each of the Subscriber and Holdco must not do, and must each ensure that none of its directors, officers, employees or Related Bodies Corporate does, anything which results or could result in the Subscriber, Holdco or their respective directors, officers, employees or Related Bodies Corporate or the Company being in breach of any provision of Part 7.10, Division 3 of the Corporations Act, including by dealing or causing any person to deal in any Company Securities.

 

7.2 Acquisition of Shares

 

  (a) Subject to clause 7.2(b), each of the Subscriber and Holdco must:

 

  (i) not undertake any action;

 

  (ii) procure that its Subsidiaries do not undertake any action; and

 

  (iii) use its best endeavours to procure that its other Related Bodies Corporate, and its reasonable endeavours to procure that its other Associates, do not undertake any action,

that would result in:

 

  (iv) the aggregate Voting Power (without duplication) of the Subscriber, CITIC Group Corporation LOGO of Capital Mansion, 6 Xinyuannanlu, Chaoyang District, Beijing 100004, China) and their respective Related Bodies Corporate (the Relevant Entities and each a Relevant Entity) in the Company exceeding (or further exceeding) the Prescribed Percentage; or

 

  (v) the aggregate economic interests (without duplication) in, or exposure to, the Company of the Relevant Entities and their respective Associates exceeding (or further exceeding) that attaching to Shares which represent the Prescribed Percentage of the share capital of the Company from time to time, including through entry into any derivative, swap, option or any other financial instrument or arrangement,

without the prior written approval of the Company and, if such approval is granted, only to the extent of such approval.

 

 

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  (b) The restriction in paragraph (a) shall not apply:

 

  (i) to acquisitions pursuant to a takeover bid by a Relevant Entity or an Associate of a Relevant Entity in respect of all issued Shares, where that bid is made:

 

  (A) after a third party (not being a Relevant Entity or an Associate of a Relevant Entity) has made a takeover bid in respect of all issued Shares which was not solicited by a Relevant Entity or an Associate of a Relevant Entity (Third Party Bid), offers under that Third Party Bid remain capable of acceptance and a majority of the Board has recommended that holders of Shares accept such offers; or

 

  (B) after the Company has proposed a scheme of arrangement under Part 5.1 of the Corporations Act pursuant to which a third party (not being a Relevant Entity or an Associate of a Relevant Entity) would acquire all Shares not already held by it, and the Company has not ceased to prosecute that scheme of arrangement;

 

  (ii) to acquisitions pursuant to a capital raising by the Company, including:

 

  (A) a dividend reinvestment plan (other than in the capacity of sub-underwriter of such a plan);

 

  (B) a pro-rata offer to its shareholders (to the extent only of the pro rata interest of a Relevant Entity or an Associate of a Relevant Entity); or

 

  (C) a share purchase plan of the Company; or

 

  (iii) to increases in the aggregate Voting Power (without duplication) of the Relevant Entities in the Company above the Prescribed Percentage as a direct result of a reduction in the number of Shares on issue (for example, if a Relevant Entity does not participate in a Share buy-back by the Company).

 

  (c) If, before the expiration of 24 months from the date of this Agreement, the Subscriber is interested in acquiring more shares in the Company but would be prevented from doing so under clause 7.2(a), the Company and the Subscriber will have discussions in good faith and the Company will give consideration to increasing the Prescribed Percentage and permitting such an acquisition on the basis of such terms and timing as may be agreed at the time between the Company and the Subscriber.

 

  (d) If the Company proposes to issue any Shares or securities convertible into Shares before or after the expiration of 24 months from the date of this Agreement by way

 

 

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  of a placement (Further Placement) and, at that time, the Relevant Entities hold in aggregate full legal and beneficial interests in at least 7.5% of all Shares then on issue, then, except to the extent that the Board considers its fiduciary or statutory duties require otherwise, the Company and the Subscriber will have discussions in good faith and the Company will give consideration to the Subscriber or one or more of its Related Bodies Corporate participating in that Further Placement (on the same terms and conditions as any other participant in the Further Placement and otherwise subject to the ASX Listing Rules and Australian law) in such a manner as to prevent the Subscriber’s Voting Power in the Company from being diluted as a result of the Further Placement.

 

7.3 Restriction on Disposal of Shares

 

  (a) Subject to clauses 7.3(c) and 7.4, each of the Subscriber and Holdco must not, and must procure that its Subsidiaries do not, Dispose of any Subscription Shares at any time before the expiration of 24 months from the date of this Agreement without the prior written approval of the Company and, if such approval is granted, only to the extent of such approval.

 

  (b) If the Subscriber wishes to Dispose of any Subscription Shares before the expiration of 24 months from the date of this Agreement but would be prevented from doing so under clause 7.3(a), the Subscriber and the Company will have discussions in good faith and the Company will give consideration to permitting such a Disposal on the basis of such terms and timing as may be agreed at the time between the Company and the Subscriber.

 

  (c) Clause 7.3(a) does not restrict a Disposal occurring at least 12 months after the date of issue of the Subscription Shares, where such Disposal:

 

  (i) involves the grant of a Security Interest in respect of the Subscription Shares in connection with any financing arrangement entered into by the Subscriber or any of its Related Bodies Corporate, provided that the provider of that financing arrangement does so, and obtains the Security Interest, in the ordinary course of its financial services business and not pursuant to, or part of, any transaction or proposal for a person to acquire a Relevant Interest in 20% or more of all Shares then on issue or of the total number of any other Company Securities; or

 

  (ii) is made to a Related Body Corporate of the Subscriber, provided that clause 7.3(d) (to the extent applicable) is first complied with.

 

  (d) Prior to the Subscriber, Holdco or any of their respective Subsidiaries Disposing of any Subscription Shares, whether before or after the expiration of 24 months from the date of this Agreement, to a Related Body Corporate of the Subscriber that is not a Subsidiary of the Subscriber (the Transferee), the Transferee and any Related Body Corporate of the Transferee specified by the Company (acting reasonably) must execute a deed with the Company and Holdco agreeing to be bound by the obligations imposed on the Subscriber and Holdco (as applicable) in this Agreement. The Subscriber and Holdco will remain liable to the Company for any subsequent breach of this Agreement by the Transferee.

 

  (e) Holdco shall procure that if any Subsidiary of Holdco that holds Subscription Shares ceases to be a Subsidiary of Holdco, prior to that entity ceasing to be a Subsidiary of Holdco the entity transfers its Subscription Shares to Holdco or another Subsidiary of Holdco.

 

 

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7.4 Permitted Disposals of Shares

The Subscriber, Holdco and each of their respective Subsidiaries may Dispose of all or any of the Subscription Shares at any time pursuant to:

 

  (a) the acceptance of an offer made in connection with a takeover bid for all issued Shares where that bid is made after a third party (not being a Relevant Entity or an Associate of a Relevant Entity) has made a takeover bid and:

 

  (i) the third party has acquired a Relevant Interest in more than 50% of all Shares; or

 

  (ii) a majority of the Board has recommended that the third party’s bid be accepted;

 

  (b) a scheme of arrangement under Part 5.1 of the Corporations Act between the Company and its members (and, for the avoidance of doubt, Relevant Entities and their Associates are not precluded from voting at a meeting to approve such scheme of arrangement); or

 

  (c) a buy-back of Shares by the Company.

 

7.5 Remedies

If the Subscriber or Holdco contravenes any provision of this clause 7, the Company may take any action lawfully available to it to remedy that contravention.

 

7.7 Exception for CITIC Securities Company Limited

Clause 7.2(a) shall not apply to increases in Voting Power or aggregate economic interests in, or exposure to, the Company arising solely as a result of action undertaken by CITIC Securities Company Limited (of CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing 100125, China) or any of its Subsidiaries:

 

  (a) in the ordinary course of its business of providing financial or securities services; and

 

  (b) not pursuant to, or part of, any transaction or proposal for a person to acquire a Relevant Interest in 20% or more of all Shares then on issue or of the total number of any other Company Securities; and

 

  (c) not undertaken on behalf of a Relevant Entity or an Associate of a Relevant Entity.

 

 

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8. Termination

 

 

 

8.1 Termination by the Subscriber and Holdco

The Subscriber and Holdco may jointly (but not severally) terminate their obligations under this Agreement (but only to the extent that such obligations have not been performed as at the date of termination) at any time prior to:

 

  (a) in the case of paragraphs (c), (e) and (g), the Placement Payment Time; and

 

  (b) in the case of paragraphs (d), (f) and (h), the issue of any Subscription Shares,

by notice to the Company if:

 

  (c) any of the representations and warranties made by the Company in the Schedule is not true and correct or is misleading in any material respect as at the date of this Agreement;

 

  (d) an Insolvency Event occurs in relation to the Company or any of its Related Bodies Corporate;

 

  (e) an Insolvency Event occurs in relation to any of the entities of the AWAC Joint Venture that are material to the business and operations of the AWAC Joint Venture;

 

  (f) the AWAC Joint Venture is dissolved, or the relevant parties issue a valid notice or otherwise initiate formal steps in accordance with the AWAC Joint Venture Agreement to terminate or dissolve the AWAC Joint Venture;

 

  (g) the Company is in material breach of the AWAC Joint Venture Agreement; or

 

  (h) the Company is prohibited from proceeding with the issue of the Subscription Shares by order from ASIC or any other Australian and United States regulatory body or Australian or United States court order.

 

8.2 Termination by the Company

The Company may terminate its obligations under this Agreement (but only to the extent not yet performed) at any time prior to:

 

  (a) in the case of paragraph (c), the Placement Payment Time; and

 

  (b) in the case of paragraphs (d), (e) and (f), the issue of any Subscription Shares,

by notice to the Subscriber and Holdco if:

 

  (c) any of the representations and warranties made by the Subscriber or Holdco in the Schedule is not true and correct or is misleading in any material respect as at the date of this Agreement;

 

  (d) the Company is prohibited from proceeding with the issue of any Subscription Shares by order from ASIC or any other Australian or United States regulatory body or Australian or United States court order;

 

  (e) an Insolvency Event occurs in relation to the Subscriber; or

 

  (f) the Subscriber does not pay the Subscription Amount to the Company in accordance with clause 2 at or before the Placement Payment Time.

 

 

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9. General

 

 

 

9.1 Costs

Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

 

9.2 Governing law

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there, and agree that they will not object to the venue or claim that the relevant action or proceedings have been brought in an inconvenient forum.

 

9.3 Process agent

 

  (a) Each of Holdco and the Subscriber irrevocably:

 

  (i) nominates CITIC Resources Australia Pty Ltd (ACN 107 652 817) as its agent to receive service of process or other documents in any action or proceedings in the courts of Australia; and

 

  (ii) agrees that service on that agent or any other person appointed under paragraph (b) will be sufficient service on it.

 

  (b) Each of Holdco and the Subscriber shall ensure that its process agent remains authorised to accept service on its behalf. If the process agent ceases to have an office in the place specified, each of Holdco and the Subscriber shall ensure that there is another person in Australia acceptable to the Company to receive process on its behalf and shall promptly notify the Company of the appointment of that other person.

 

9.4 GST

 

  (a) Terms used in this clause 9.4 have the same meaning as the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related imposition Acts. GST Amount means in relation to a Taxable Supply the amount of GST payable on that Taxable Supply.

 

  (b) If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. No payment is required until the supplier has provided a Tax Invoice. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive.

 

  (c) Any reference in the calculation of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement in relation to the relevant cost, expense or other liability.

 

  (d) This clause 9.4 will continue to apply after expiration or termination of this Agreement.

 

 

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9.5 Confidentiality Deed

 

  (a) Subject to paragraph (b) and clause 9.6, each of Holdco and the Subscriber agrees to abide by the obligations imposed on CITIC Resources Holdings Limited under the Confidentiality Deed as if it were a party to that Deed.

 

  (b) The parties acknowledge that the Confidentiality Deed was amended by the parties to that deed on or about the date of this Agreement by deleting clauses 6.2 to 6.4 and 7 of the Confidentiality Deed.

 

9.6 Public announcements

 

  (a) Subject to paragraph (b), a party must not make any public announcement or statement concerning this Agreement or its terms or effect (or, in the case of the Company, concerning the Subscriber or Holdco) without the prior approval of the other parties except to the extent (and only to the extent) it is unable to do so as a result of applicable legislation or other legal requirement or under the rules or regulations of any recognised stock exchange which are applicable to the disclosure. Subject to any requirements of law and paragraph (b), the parties must use their reasonable endeavours to agree on the wording and timing of all public announcements and statements by them in connection with this Agreement and its subject matter before the relevant announcement or statement is made.

 

  (b) The initial public announcement by the Company to the ASX in relation to the subject matter contemplated by this Agreement shall be substantially in the form set out in the Annexure. It is agreed and acknowledged that, together with or subsequent to the initial public announcement, the Company may disclose this Agreement in its entirety to the ASX and that the consent of the other parties shall not be required to such disclosure.

 

10. Notices

 

 

 

10.1 How to give a notice

A notice, consent, approval, waiver or other communication under this agreement is only effective if it is:

 

  (a) in writing, signed by or on behalf of the person giving it;

 

  (b) addressed to the person to whom it is to be given; and

 

  (c) either:

 

  (i) delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that person’s address; or

 

  (ii) sent by fax to that person’s fax number and the machine from which it is sent produces a report that states that it was sent in full.

 

 

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10.2 When a notice is given

A notice, consent approval, waiver or other communication that complies with this clause is regarded as given and received:

 

  (a) if it is delivered or sent by fax:

 

  (i) by 5pm (local time in the place of receipt) on a Business Day – on that day; or

 

  (ii) after 5pm (local time in the place of receipt) on a Business Day, or on a day that is not a Business Day – on the next Business Day; and

 

  (b) if it is sent by mail – on actual receipt.

 

10.3 Address for notices

A person’s address and fax number are those set out below, or as the person notifies the sender:

 

Company   
Address:    Level 12, IBM Centre, 60 City Road, Southbank, Victoria 3006, Australia
Fax number:    +61 3 8699 2650
Attention:    Company Secretary

 

Holdco   
Address:    Capital Mansion, 6 Xinyuannanlu, Chaoyang District, Beijing 100004, China
Fax number:    +86 10 5966 0658
Attention:    Ms. Yimin Mao, Assistant Director General of Finance Department

 

Subscriber   
Address:    Capital Mansion, 6 Xinyuannanlu, Chaoyang District, Beijing 100004, China
Fax number:    +86 10 5966 0658
Attention:    Ms. Yimin Mao, Director

 

11. Acknowledgments

 

 

 

11.1 Rights personal

The Subscriber and Holdco acknowledge that the offer for the Subscriber to subscribe for the Subscription Shares is personal to the Subscriber, and the Subscriber and Holdco may not assign, transfer or otherwise deal with their rights or obligations under this Agreement without the prior written consent of the Company.

 

 

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11.2 No waiver

No acquiescence, waiver or other indulgence granted by a party to any other party will in any way discharge or relieve that other party from any of its other obligations under this Agreement.

 

11.3 Several and not joint liability

Holdco shall not be liable to the Company or any other party for any breach of this Agreement by the Subscriber, except to the extent that this Agreement expressly imposes on Holdco an obligation to procure (or to use any endeavours to procure) that the Subscriber does or does not do any thing, whether by reference specifically to the Subscriber or by reference to the Subscriber as a Subsidiary, Related Body Corporate or Associate of Holdco, and except to the extent that any other obligation of Holdco under this Agreement to do any thing or take any action would require Holdco to procure that the Subscriber does any things or takes any action.

 

11.4 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

 

11.5 Extent of obligations

If any payment under this Agreement becomes void by any statutory provision or otherwise, the obligations of the party that made the payment will be taken not to have been discharged in respect of that payment and the parties shall be restored to the rights which each respectively would have had if that payment had not been made.

 

11.6 Entire agreement

This Agreement contains the entire agreement of the parties with respect to its subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct by the parties with respect to its subject matter.

 

11.7 Further assurances

Each party must do all things necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.

 

11.8 No merger

The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.

 

11.9 Counterparts

 

  (a) This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

 

 

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  (b) If a party executes this Agreement and provides a signed copy to the other parties (including a copy that is faxed or an original or copy in PDF format that is transmitted by email), any subsequent failure or delay in providing the other parties with an original signed counterpart shall in no way invalidate its agreement or otherwise impugn the ability of the other parties to proceed in reliance on the existence of a binding agreement.

 

 

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Executed as an agreement.    
Executed in accordance with section 127 of the Corporations Act 2001 by Alumina Limited:    

/s/ GEORGE JOHN PIZZEY

   

/s/ JOHN BEVAN

Director Signature     Director/Secretary Signature

GEORGE JOHN PIZZEY

   

JOHN BEVAN

Print Name     Print Name
Executed by CITIC Limited by its duly authorized signatory:    

 

   
Signature of authorized signatory    

 

   
Print Name    
Executed by Bestbuy Overseas Co., Ltd by its duly authorized signatory:    

 

   
Signature of authorized signatory    

 

   
Print Name    

 

 

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Executed as an agreement.    
Executed in accordance with section 127 of the Corporations Act 2001 by Alumina Limited:    

 

 

   

 

 

Director Signature     Director/Secretary Signature

 

   

 

Print Name     Print Name
Executed by CITIC Limited by its duly authorized signatory:    

/s/ JU WEIMIN

   
Signature of authorized signatory    

JU WEIMIN

   
Print Name    
Executed by Bestbuy Overseas Co., Ltd by its duly authorized signatory:    

/s/ MAO YIMIN

   
Signature of authorized signatory    

MAO YIMIN

   
Print Name    

 

 

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Schedule

Warranties

 

 

Part 1: By the Parties

 

(a) (Status) It is a company limited by shares under the laws of the place of its incorporation.

 

(b) (Capacity) It has full legal capacity and power to enter into this Agreement and to carry out the transactions contemplated by this Agreement.

 

(c) (Corporate authority) It has taken all corporate action that is necessary or desirable to authorise its entry into this Agreement and its carrying out of the transactions that this Agreement contemplates.

 

(d) (Authorisation) It holds each Authorisation that is necessary to:

 

  (i) execute this Agreement and to carry out the transactions that this Agreement contemplates;

 

  (ii) ensure that this Agreement is legal, valid, binding and admissible in evidence; and

 

  (iii) enable it to properly carry on its business,

and it is complying with any conditions to which any of these Authorisations is subject.

 

(e) (Agreement effective) This Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms subject to any necessary stamping or registration.

Part 2: By the Company

 

(a) (Subscription Shares) On the issue of the Subscription Shares to the Subscriber in accordance with this Agreement, full beneficial and legal title in the Subscription Shares will vest in the Subscriber.

 

(b) (Share capital) There are 2,440,196,187 Shares on issue as at the date of this Agreement. There is not outstanding any right (whether present, or future and whether contingent or not) granted by the Company or any of its Related Bodies Corporate under which any person may call for the allotment or issue of any shares in the Company (including option and conversion rights, but excluding any right granted under an employee incentive scheme operated by the Company), there are no Security Interests in the Subscription Shares and there are no dividends or other distributions that have been declared or determined by the Company but not yet paid in which the Subscription Shares will not participate.

 

(c) (Listing Rules) The issue of the Subscription Shares will not contravene the Listing Rules (as waived) in respect of the Company or with any provision of the Corporations Act or any other relevant Australian legislation.

 

(d)

(Compliance with Listing Rule 3.1) The Company is in compliance with Listing Rule 3.1, such that all information concerning the Company that a reasonable person would expect

 

 

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  to have a material effect on the price or value of Shares has been disclosed to the ASX, and there is no information which has been withheld from disclosure under that rule (excluding under any one of the permitted exceptions to that rule).

 

(e) (Disclosure of other material information) Any information which the Company is withholding from disclosure under one of the permitted exceptions to Listing Rule 3.1 has been disclosed to the Subscriber (or to one of its Related Bodies Corporate or Associates for the benefit of the Subscriber), and (without limiting clause 5.2(b)) there is no other information that the Company would be required to set out in a notice under section 708A(5)(e) of the Corporations Act in order to comply with section 708A(6)(e) (taking into account sections 708A(7) and (8)) of the Corporations Act and, to the best of the Company’s knowledge and belief acting in good faith, all historical information comprised in the Disclosure Material disclosed by, or on behalf of, the Company to (or for the benefit of) the Subscriber is (taking into account all other information that the Company has disclosed to the ASX or that is otherwise in the public domain) complete and accurate in all material respects and is not misleading in any material respect. To avoid doubt, no warranty is given by the Company as to the completeness, accuracy or non-misleading nature of future matters (if any) included in any information disclosed in the Disclosure Material or otherwise by, or on behalf of, the Company to (or for the benefit of) the Subscriber, including without limitation information (if any) as to future or forecast costs, prices, revenues, profits or dividends.

 

(f) (Insolvency Event) No Insolvency Event has occurred or subsists in relation to the Company or any of its Related Bodies Corporate.

Part 3: By the Subscriber and Holdco

 

(a) (FATA) The requisite approval of the Treasurer of Australia has been obtained for the Subscriber to acquire the Subscription Shares.

 

(b) (Professional or Sophisticated Investor) The Subscriber is a Professional or Sophisticated Investor.

 

(c) (Compliance with law) The Subscriber is a person to whom the offer and issue of Shares as contemplated by this Agreement can be undertaken in compliance with all applicable laws, and all relevant Chinese regulatory approvals required in order for the Subscriber to enter into and carry out the transactions contemplated by this Agreement, including those from the National Development Reform Commission and the Ministry of Finance, have been obtained and are final, unconditional, irrevocable and in full force and effect.

 

 

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Annexure

Draft Release to the ASX

 

 

 

 

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To: The Manager

Announcements

Company Announcements Office

Australian Securities Exchange

 

LOGO

Public Announcement 2013 – 3AWC

ALUMINA LIMITED SECURES STRATEGIC INVESTMENT OF A$452M BY CITIC

 

 

Strategic investment of A$452 million in Alumina by CITIC

 

 

Funds will be used primarily to repay bank debt

 

 

Vice Chairman and CEO of CITIC Resources Holdings Limited, Mr Chen Zeng, will be appointed to the Alumina Board

 

 

The placement has received all necessary approvals and is not subject to any conditions

Alumina Limited (“Alumina”) today announced that CITIC* will unconditionally subscribe, in aggregate, for 366,029,428 fully paid ordinary shares in Alumina, being 15% of Alumina’s current capital base, representing 13.04% of Alumina’s capital base following completion (the “Placement”). The Placement will raise approximately A$452 million based on an issue price of A$1.235 per share, which reflects a premium of approximately 3% to the closing price of Alumina shares on 13 February 2013 and a premium of 11% to the volume weighted average price of Alumina shares for the month ending 13 February 2013. The new shares issued under the Placement, which is to be completed in two tranches, today and by Monday 18 February 2013, will rank equally from allotment in all respects with existing Alumina shares.

The Placement introduces CITIC as a strategically aligned and financially strong long-term investor to the Alumina share register. The funds raised under the Placement will be applied by Alumina primarily to repay bank debt. Alumina’s net debt position will fall from approximately US$681 million currently to approximately US$216 million as a result of the Placement.

 

The Alumina board of directors intends to enlarge its board by appointing Mr Chen Zeng as a director. Mr Zeng is the Vice Chairman and CEO of CITIC Resources Holdings Limited, a company listed on the Hong Kong Stock Exchange. Following appointment, Mr Zeng would be subject to election at Alumina’s Annual General Meeting in May 2013.

 

Alumina Limited CEO, John Bevan, commented, “This secures a strategic, long-term investor at a premium to our recent share price. CITIC’s investment demonstrates their confidence in the alumina industry and their understanding of Alumina Limited’s unique position in the global market. We look forward to working with CITIC on ways to enhance the value of Alumina’s interest in the AWAC joint venture.

  

 

 

Alumina Limited

 

ABN 85 004 820 419

 

GPO Box 5411

Melbourne Vic 3001

Australia

 

Level 12 IBM Centre

60 City Road

Southbank Vic 3006

Australia

 

Tel +61 (0)3 8699 2600

Fax +61 (0)3 8699 2699

Email info@aluminalimited.com

  
  
  
  
  
  
  
  
  
  
  
  
  
  


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“CITIC has a long history of investment in the metals and mining industry in Australia. CITIC’s first Australian investment was in the AWAC joint venture’s Portland Aluminium Smelter in 1986 and it now owns a 22.5% stake in the Smelter. We look forward to the industry expertise and insight into the market that Mr Zeng will bring to the Board of Alumina Limited”.

Mr Zeng commented, “CITIC is a diversified energy and natural resources investment company with existing investment in the aluminium sector, so today’s investment in Alumina is a natural progression of our strategy. The Placement provides CITIC with the opportunity to invest in one of Australia’s leading companies with a world class, global portfolio of upstream mining and refining operations in the aluminium sector.”

Subscription Agreements

Alumina and CITIC have entered into two Subscription Agreements to give effect to the Placement. A full copy of each of the two Subscription Agreements is attached to this announcement.

CITIC’s investment in Alumina via the Placement has been approved by the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth), and by the National Development and Reform Commission of the People’s Republic of China and other relevant Chinese regulatory authorities.

Flagstaff Partners is acting as financial adviser to Alumina.

ANZ Corporate Advisory is acting as financial adviser to CITIC.

 

Shareholder Enquiries   
For investor enquiries:    For media enquiries:
John Bevan    Nerida Mossop
Chief Executive Officer    Hinton and Associates
Phone: +61 3 8699 2601    Phone: +61 3 9600 1979
john.bevan@aluminalimited.com    Mobile: +61 437 361 433
Chris Thiris   
Chief Financial Officer   

Phone: +61 3 8699 2607

chris.thiris@aluminalimited.com

  


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About Alumina Limited

Alumina Limited is a leading Australian company listed on the ASX and the NYSE. Its strategy is to invest world-wide in bauxite mining, alumina refining and selected aluminium smelting operations through the 40% ownership of Alcoa World Alumina & Chemicals (AWAC), the world’s largest alumina business. Our partner, Alcoa, owns the remaining 60% of AWAC and is the manager.

About CITIC

CITIC Group Corporation is a state-owned enterprise established in 1979 with the approval of the State Council of the People’s Republic of China and a large multinational conglomerate based in China. It has a full range of financial businesses, including banking, securities, insurance, trust, fund management, asset management and futures. It also has extensive interests in a number of other industries including real estate and regional development, project contracting, infrastructure, resources and energy, machinery manufacturing, IT and high-tech industries. CITIC Limited, a wholly-owned subsidiary of CITIC Group Corporation, was established on 27 December 2011 to hold most of CITIC’s operating assets.

CITIC Group Corporation indirectly holds approximately 59% of CITIC Resources Holdings Limited, a company listed on the Hong Kong Stock Exchange with a market capitalisation of approximately A$1.2bn (HK$9.3bn).

*The subscribers are CITIC Resources Australia Pty Ltd, an indirect wholly-owned subsidiary of CITIC Resources Holdings Limited, and Bestbuy Overseas Co., Ltd, an indirect wholly-owned subsidiary of CITIC Limited.


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NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) (“U.S. Persons”). The securities to be issued in the Placement and the Entitlement Offer have not and will not be registered under the U.S. Securities Act. Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless the securities have been registered under the U.S. Securities Act or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act.

Important information

Some statements in this public announcement are forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements also include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual outcomes to be different from the forward-looking statements. Important factors that could cause actual results to differ from the forward-looking statements include: (a) material adverse changes in global economic, alumina or aluminium industry conditions and the markets served by AWAC; (b) changes in production and development costs and production levels or to sales agreements; (c) changes in laws or regulations or policies; (d) changes in alumina and aluminium prices and currency exchange rates; and (e) the other risk factors summarised in Alumina’s Form 20-F for the year ended 31 December 2011.

 

/s/ Stephen Foster
Stephen Foster
Company Secretary
14 February 2013


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To: The Manager

Announcements

Company Announcements Office

Australian Securities Exchange

 

LOGO

Public Announcement 2013 – 8AWC

Attached are the following documents in relation to Alumina Limited’s Annual Results for the year ended 31 December 2012:

 

   

Public Announcement

 

   

December 2012 ASX Report

 

   

AWAC Report

 

/s/ Stephen Foster
Stephen Foster
Company Secretary
21 February 2013

 

  Alumina Limited
  ABN 85 004 820 419
  GPO Box 5411
  Melbourne Vic 3001
  Australia
  Level 12 IBM Centre
  60 City Road
  Southbank Vic 3006
  Australia
  Tel +61 (0)3 8699 2600
  Fax +61 (0)3 8699 2699
  Email info@aluminalimited.com


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ALUMINA LIMITED

 

Sound Operational Performance – Under Difficult Market Conditions

Key Financials

 

Alumina Limited US$ million

   FY12     FY11  

Net (Loss)/Profit After Tax

     (62.1     126.6   

Underlying (Loss)/Earnings After Tax 1

     (52.5     128.0   

Dividend to Alumina Limited Shareholders (US cps)

     Nil        6 cps   

AWAC US$ million

            

Revenue

     5,815.3        6,667.0   

EBITDA 2

     335.5        1,074.2   

Net (Loss)/Profit After Tax

     (91.9     469.7   

Dividends and Distributions Paid to Alumina Limited

     95.1        239.9   

Highlights

Net loss after tax of $62.1 million and underlying loss of $52.5 million

Board determined no final dividend for 2012

Result impacted by low prices

AWAC revenue declined 13%, primarily due to weak prices

Volumes sold similar to 2011

AWAC cash expenses declined 1.6%, aided by productivity initiatives

AWAC Operations continue to generate positive EBITDA

EBITDA of $335.5 million

Alumina EBITDA margin of $31/mt3

Historical LME-based smelter grade alumina contracts continued to be replaced by contracts referenced to alumina index pricing

Placement of A$452m

Introduces CITIC4 as a strategically aligned and financially strong long term shareholder

Funds will be used primarily to repay bank debt

Following placement, net debt position is approximately $216 million

Market Conditions Improving

LME aluminium and spot alumina prices above 2012

Chinese demand for bauxite imports growing and costs increasing for marginal producers

Alumina Limited CEO, John Bevan, commented, “It was a tough year for the industry and this has resulted in the Company recording a loss, reversing the improvement in profits of prior years.

“Given the decline in cash flows received from the AWAC joint venture during 2012 and the continued uncertain outlook, the Board has determined that no final dividend will be paid for the year.

“Despite the very difficult market conditions, we are heartened by the sound operational performance of AWAC and the progress made on important initiatives that will ultimately strengthen the Company’s position and improve returns to shareholders.

“Production creep at our low cost refineries, planned curtailments at our higher cost refineries and hard-won productivity improvements across the board ensured that costs were controlled and the operations continued to generate cash.

 

Alumina Limited results are presented in US dollars


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ALUMINA LIMITED

 

“Significant improvement was achieved in the financial and operating performance at the Alumar refinery and Juruti mine in Brazil, and the Point Comfort refinery benefited from step-change improvements in energy costs, which have improved the competitiveness of this operation. The Australian refinery operations continued to operate at near or above nameplate capacity throughout the year.

“AWAC continues to change the way it prices third party smelter grade alumina for its customers by moving toward spot or alumina index pricing that de-links the price for alumina from the aluminium price, to better reflect alumina’s distinct supply and demand and other fundamentals. In 2012, more than a third of smelter grade alumina shipments were based on spot/index prices, and it is expected that 48 per cent of third party smelter grade alumina shipments will be based on spot or alumina index prices during 2013.

“The development of the Ma’aden refinery in Saudi Arabia is progressing on time and on budget. This project will be commissioned in 2014 and is important in the context of lowering AWAC’s refinery cash cost position.

“At an industry level, the 2013 year has started on a positive note, with prices recovering somewhat from 2012. However, the outlook for the market in 2013 remains uncertain with macro-economic conditions, particularly in Europe, remaining difficult.

Some statements in this public announcement are forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements also include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual outcomes to be different from the forward-looking statements. Important factors that could cause actual results to differ from the forward looking statements include: (a) material adverse changes in global economic, alumina or aluminium industry conditions and the markets served by AWAC; (b) changes in production and development costs and production levels or to sales agreements; (c) changes in laws or regulations or policies; (d) changes in alumina and aluminium prices and currency exchange rates; and (e) the other risk factors summarised in Alumina’s Form 20-F for the year ended 31 December 2011.

 

Investor Contact:       Media Contact:
Chris Thiris, CFO    Ben Pitt, IR Manager    Nerida Mossop
+613 8699 2607    +613 8699 2609    +613 9600 1979 / +61 437 361 433

 

1 

Underlying earnings exclude the impact of mark to market valuation for embedded derivatives in energy contracts and non-cash adjustments for certain movements in defined benefit pension plans.

 

2 

Earnings before interest, tax and depreciation and amortisation

 

3 

Adjusted EBITDA/MT from Alcoa Inc’s alumina segment (source: Alcoa Inc 4Q 2012 Results slide pack). Alcoa Inc alumina segment is predominately AWAC operations, of which Alumina Limited owns 40%

 

4 

The subscribers are CITIC Resources Australia Pty Ltd, an indirect wholly-owned subsidiary of CITIC Resources Holdings Limited, and Bestbuy Overseas Co., Ltd, an indirect wholly-owned subsidiary of CITIC Limited.

 

Alumina Limited results are presented in US dollars


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LOGO  

 

December 2012 ASX Report

 

 

–4–

 

 

Alumina Limited – ABN 85 004 820 419

Financial Year ended 31 December 2012 (“Current Period”)

Results for Announcement to the Market

 

1.

   2.      3. Change     4. $US
million
 

Net loss from ordinary activities after tax attributable to members of Alumina Limited

     Down         149     62.1   

Net loss for the period attributable to members of Alumina Limited (Refer Note below)

     Down         149     62.1   

Dividends

 

5.

   6. Year
ended

31 Dec  2012
   7. Year
ended
31 Dec 2011
 

Final dividend per share

   Nil      US3 ¢ 

Franked amount per share

   n/a      100

Interim dividend per share

   Nil      US3 ¢ 

Franked amount per share

   n/a      100

Note on Underlying Earnings Within Net Profit For The Period

Included in the calculation of net (loss)/profit for the period is the Company’s equity share of non-cash entries related to the revaluation, under current market conditions, of AWAC’s future benefits and obligations arising from certain energy purchase contracts and retirement benefit obligations. In order to analyse the Company’s net (loss)/profit it is important to understand those entries and the reasons for them. Calculation of underlying earnings is undertaken on a consistent basis with previous years.

Some AWAC long term energy purchase contracts include an aluminium price component in the energy price so that costs are partially linked to the price of aluminium. This results in an embedded derivative, which is revalued at period end. This is a non-cash entry and does not relate to operations during the current reporting period, and accordingly is removed from net (loss)/profit after tax to arrive at underlying earnings.

AWAC has a number of defined benefit schemes. Certain non-cash actuarial adjustments do not relate to operations during the current reporting period, and accordingly are removed from net (loss)/profit after tax to arrive at underlying earnings.

The impact of these items in the Company’s result for the twelve months to 31 December 2012 has been to increase net loss after tax by net US$9.6 million (2011: decrease of net profit after tax of US$1.4 million) as shown in the following table. Net (loss)/profit after tax before these items is referred to as ‘Underlying Earnings’.

 

8.   

9. Year
ended

31 Dec 2012
US$ million

    10. Year
ended
31 Dec 2011
US$ million
 

Net (loss)/profit for the period, after tax

     (62.1     126.6   

Non-operating non-cash items:

    

Equity share of AWAC retirement benefit obligations

     16.0        61.5   

Equity share of AWAC embedded derivatives

     (6.4     (60.1
  

 

 

   

 

 

 

Underlying (loss)/earnings for the period, after tax

     (52.5     128.0   
  

 

 

   

 

 

 

This year-end report is to be read in conjunction with the most recent annual financial report.

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–5–

 

 

Condensed Consolidated Statement of Comprehensive Income

 

     Year ended
31 Dec 2012
US$ million
    Year ended
31 Dec 2011
US$ million
 

Revenue from continuing operations

     0.1        0.2   

General and administrative expenses

     (19.0     (17.3

Change in fair value of derivatives/foreign exchange gains/(losses)

     0.6        0.1   

Finance costs

     (29.4     (28.5

Share of net (loss)/profit of associates accounted for using the equity method

     (14.0     173.1   
  

 

 

   

 

 

 

(Loss)/profit before income tax

     (61.7     127.6   

Income tax expense from continuing operations

     (0.4     (1.0
  

 

 

   

 

 

 

(Loss)/profit for the year

     (62.1     126.6   

Other comprehensive loss

    

Items that may be reclassified to profit or loss

    

Share of reserve movements accounted for using the equity method

     (0.9     (5.0

Foreign exchange translation difference

     (89.9     (168.9
  

 

 

   

 

 

 

Other comprehensive loss for the year, net of tax

     (90.8     (173.9
  

 

 

   

 

 

 

Total comprehensive loss for the year attributable to the owners of Alumina Limited

     (152.9     (47.3
  

 

 

   

 

 

 

Earnings Per Share (EPS)

 

     11. Year
ended
31 Dec 2012
  12. Year
ended
31 Dec 2011

Basic EPS

   Negative

US cents

2.5¢

  Positive

US cents

5.2¢

Diluted EPS

   Negative

US cents

2.5¢

  Positive

US cents

5.2¢

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–6–

 

 

Condensed Consolidated Statement of Financial Position

 

13.

   14.    15. 31 Dec
2012

US$  million
    16. 31 Dec
2011

US$  million
 

Current Assets

  

 

Cash and cash equivalents

        10.1        19.0   

Receivables

        0.1        0.2   

Other assets

        4.9        6.2   
     

 

 

   

 

 

 

Total current assets

        15.1        25.4   
     

 

 

   

 

 

 

Non-current Assets

       

Investments accounted for using the equity method

        3,296.1        3,324.8   

Property, plant and equipment

        0.2        0.2   
     

 

 

   

 

 

 

Total non-current assets

        3,296.3        3,325.0   
     

 

 

   

 

 

 

Total assets

        3,311.4        3,350.4   
     

 

 

   

 

 

 

Current Liabilities

       

Payables

        2.7        3.1   

Interest bearing liabilities

        52.0        52.9   

Derivative financial instruments

        4.6        1.3   

Provisions

        0.3        0.2   

Other

        0.2        0.7   
     

 

 

   

 

 

 

Total current liabilities

        59.8        58.2   
     

 

 

   

 

 

 

Non-current Liabilities

       

Interest bearing liabilities

        622.5        437.7   

Provisions

        0.6        0.5   
     

 

 

   

 

 

 

Total non-current liabilities

        623.1        438.2   
     

 

 

   

 

 

 

Total liabilities

        682.9        496.4   
     

 

 

   

 

 

 

Net assets

        2,628.5        2,854.0   
     

 

 

   

 

 

 

Equity

     

Contributed equity

        2,154.1        2,154.1   

Treasury shares

        (1.5     (1.5

Reserves:

       

- Group

        (255.6     (166.3

- Associates

        (3.4     (2.5

Retained profits:

       

- Group

        902.3        928.5   

- Associates

        (167.4     (58.3
     

 

 

   

 

 

 

Total equity

        2,628.5        2,854.0   
     

 

 

   

 

 

 

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–7–

 

 

Condensed Consolidated Statement of Changes in Equity

 

     17.
Contributed
Equity 1
US$ million
     18.
Reserves
US$ million
    19.
Retained
Profits
US$ million
   

20.

Total
US$ million

 

Balance as at 1 January 2011

     2,152.6         6.8        912.1        3,071.5   

Profit for the year

     —           —          126.6        126.6   

Other comprehensive loss for the year

     —           (173.9     —          (173.9

Transactions with owners in their capacity as owners:

         

Dividends declared

     —           —          (170.8     (170.8

Transfer capital reserve to retained earnings 2

     —           (2.3     2.3        —     

Movement in share based payments reserve

     —           0.6        —          0.6   
  

 

 

    

 

 

   

 

 

   

 

 

 

Balance at 31 December 2011

     2,152.6         (168.8     870.2        2,854.0   
  

 

 

    

 

 

   

 

 

   

 

 

 

Balance as at 1 January 2012

     2,152.6         (168.8     870.2        2,854.0   

Loss for the year

     —           —          (62.1     (62.1

Other comprehensive loss for the year

     —           (90.8     —          (90.8

Transactions with owners in their capacity as owners:

         

Dividends declared

     —           —          (73.2     (73.2

Movement in share based payments reserve

     —           0.6        —          0.6   
  

 

 

    

 

 

   

 

 

   

 

 

 

Balance at 31 December 2012

     2,152.6         (259.0     734.9        2,628.5   
  

 

 

    

 

 

   

 

 

   

 

 

 

 

1

Treasury shares have been deducted from contributed equity.

2 

Westminer International (U.K.) Limited, a wholly owned subsidiary of the group, was dissolved on the 10th May 2011.

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–8–

 

 

Condensed Consolidated Statement of Cash Flows

 

     Year ended
31 Dec 2012
US$ million
    Year ended
31 Dec 2011
US$ million
 

Cash Flows Related to Operating Activities

    

Payments to suppliers and employees (inclusive of goods and service tax)

     (18.9     (17.6

GST refund received

     0.8        0.8   

Dividends received from associates

     86.0        232.2   

Distributions received from associates

     9.1        7.7   

Interest received

     0.1        0.2   

Interest paid

     (28.2     (26.8

Other

     (0.3     (0.4
  

 

 

   

 

 

 

Net cash inflow from operating activities

     48.6        196.1   
  

 

 

   

 

 

 

Cash Flows Related to Investing Activities

    

Payments for investment in associates

     (171.0     (166.6

Proceeds from return of invested capital

     —          17.3   
  

 

 

   

 

 

 

Net cash outflow from investing activities

     (171.0     (149.3
  

 

 

   

 

 

 

Cash Flows Related to Financing Activities

    

Repurchase of convertible bond

     —          (167.6

Proceeds from borrowings

     240.0        285.0   

Repayment of borrowings

     (52.5     (86.0

Dividends paid

     (73.2     (170.6
  

 

 

   

 

 

 

Net cash inflow/(outflow) from financing activities

     114.3        (139.2
  

 

 

   

 

 

 

Net Decrease in Cash and cash equivalents

     (8.1     (92.4

Cash and cash equivalents at the beginning of the reporting period

     19.0        112.1   

Effects of exchange rate changes on cash and cash equivalents

     (0.8     (0.7
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the reporting period

     10.1        19.0   
  

 

 

   

 

 

 

Reconciliation of Cash

 

21.

   22. As at
23.
31 Dec 2012
US$ million
     24. As at
31 Dec 2011
US$ million
 

Reconciliation of cash at the end of the reporting period (as shown in the condensed consolidated statement of cash flows) to the related items in the accounts is as follows:

     

Cash on hand and at bank

     3.1         5.5   

Money market deposits (with maturity on investment three months or less)

     7.0         13.5   
  

 

 

    

 

 

 

Cash assets

     10.1         19.0   
  

 

 

    

 

 

 

Total cash and cash equivalents at the end of the reporting period

     10.1         19.0   
  

 

 

    

 

 

 

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–9–

 

 

1. Basis of Preparation

This financial report for the year ended 31 December 2012 has been prepared in accordance with the Australian Stock Exchange Listing Rules as they relate to Appendix 4E and in accordance with Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, and the Corporations Act 2001.

This financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Report for the year ended 31 December 2011 and any public announcements made by Alumina Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies adopted are consistent with those of the previous year.

 

2. Consolidated Retained Profits

 

     25. Year
ended
31 Dec 2012

US$ million
    26. Year
ended
31 Dec 2011
US$ million
 

Retained profits at the beginning of the reporting period

     870.2        912.1   

Net (loss)/profit attributable to members of Alumina Limited

     (62.1     126.6   

Transfer from capital reserve

     —          2.3   

Dividends paid

     (73.2     (170.8
  

 

 

   

 

 

 

Retained profits at the end of the reporting period

     734.9        870.2   
  

 

 

   

 

 

 

 

3. Income Tax

 

     27. Year ended
28. 31 Dec 2012
US$ million
    29. Year
ended
31 Dec 2011
US$ million
 

(Loss)/profit from ordinary activities before income tax

     (61.7     127.6   
  

 

 

   

 

 

 

Prima facie tax credit/( expense) for the period at the rate of 30%

     18.5        (38.3
  

 

 

   

 

 

 

The following items caused the total charge for income tax to vary from the above:

    

Share of equity accounted loss/(profit) not assessable for tax

     14.0        (173.1

Foreign income subject to accruals tax

     1.5        1.1   

Share of partnership income assessable for tax

     9.1        7.7   

Amounts non- assessable for tax

     —          (0.2

Timing differences not recognised

     (0.1     (1.7

Tax losses not recognised

     36.8        40.9   

Non-deductible expenses

     2.3        2.2   

Previously unrecognised tax losses now recouped to reduce current tax expense

     (0.5     (1.2
  

 

 

   

 

 

 

Net movement

     63.1        (124.3
  

 

 

   

 

 

 

Consequent (increase)/reduction in charge for income tax

     (18.9     37.3   
  

 

 

   

 

 

 

Aggregate income tax expense for the reporting period

     (0.4     (1.0
  

 

 

   

 

 

 

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–10–

 

 

4. Earnings Per Share (EPS)

 

30.

   31. Year
ended
32. 31 Dec
2012
    33. Year
ended
31 Dec 2011
 

Calculation of basic and fully diluted EPS in accordance with AASB 133: Earnings per Share

    

Earnings in cents per ordinary share (cps)

    

Basic EPS

    

 

Negative

US cents 2.5¢

  

  

   

 

Positive

US cents 5.2¢

  

  

Diluted EPS

    

 

Negative

US cents 2.5¢

  

  

   

 

Positive

US cents 5.2¢

  

  

Weighted average number of shares outstanding during the year used in the calculation of earnings per share

    

Weighted average number of ordinary shares used as the denominator in the calculation of basic earnings per share

     2,439,526,913        2,439,526,913   

 

5. Net Tangible Asset Backing Per Security

 

Net tangible asset backing per ordinary security

   US$ 0.97       US$ 1.06   

 

6. Details of Entities Over Which Control Has Been Lost or Gained

There was no loss or increased control of entities for the year ended 31 December 2012.

 

7. Dividend Per Share

 

34.

   35. Year
ended

36. 31  Dec
2012
   37. Year
ended

38. 31  Dec
2011
 

Final dividend per share (US cents)

  

Amount per share

   Nil      3 ¢ 

Franked amount per share at 30% tax rate

   n/a      100

 

8. Total Dividend Paid on All Shares During 2012

 

39.

   40. Year
ended

41. 31  Dec
2012

US$ million
     42. Year
ended

43. 31  Dec
2011

US$ million
 

Final dividend paid on ordinary shares

     73.2         97.6   

Interim dividend paid on ordinary shares

     —           73.2   
  

 

 

    

 

 

 

Total

     73.2         170.8   
  

 

 

    

 

 

 

The franking account balance, which is maintained in Australian dollars, was A$364.1 million as at 31 December 2012 (2011: A$357.8 million).

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–11–

 

 

9. Details of Aggregate Share of Results of Associates

 

44.

   45. Year
ended
31 Dec 2012
US$ million
    46. Year
ended

47. 31  Dec
2011

US$ million
 

Alumina Limited’s share of associates:

    

(Loss)/profit from ordinary activities before income tax

     (63.5 )1      247.6   

Income tax credit/(expense) on ordinary activities

     49.5        (74.5
  

 

 

   

 

 

 

Equity share of (loss)/profit

     (14.0     173.1   

Dividends received by Alumina Limited

     (86.0     (232.2

Distributions received by Alumina Limited

     (9.1     (7.7
  

 

 

   

 

 

 

Surplus of dividends/distributions received over equity share of profits

     (109.1     (66.8
  

 

 

   

 

 

 

 

1 

The loss for the 12 months to 31 December 2012 includes a cost of $34 million in relation to the settlement of the Alba civil proceedings.

Contingent Liability of Associate

On 27 February 2008, Aluminium Bahrain BSC (“Alba”) filed a lawsuit against Alcoa Inc and Alcoa World Alumina LLC (“AWA”), and others, in the United States District Court for the Western District of Pennsylvania (the “Alba Proceeding”, which is further described on page 73 of Alumina Limited’s Annual Report 2011).

The Alba Proceeding was settled in relation to Alcoa Inc and AWA in October 2012 without any admission of liability, by a cash settlement payment of US$85 million, to be paid by AWA in two equal instalments by the first anniversary of the settlement. In addition, AWA entered into a long term alumina supply agreement with Alba.

Alcoa Inc has reported that the US Department of Justice’s (DOJ) and the US Securities and Exchange Commission’s (SEC) investigations into the subject matter of the Alba Proceeding are ongoing and that it has been actively negotiating with the DOJ and SEC to reach a resolution of those investigations. However, Alcoa Inc has stated that it has not reached any agreement with either agency. Alcoa Inc has stated that, given the uncertainty regarding whether a settlement can be reached and, if reached, on what terms, it is not able to estimate a range of reasonably possible loss with regard to any such settlement. If a settlement of the DOJ and SEC investigations is reached, Alcoa Inc has stated that it believes that the settlement amount would be material to Alcoa Inc’s results of operations for the relevant fiscal period. In the event that a settlement is reached in relation to the DOJ and SEC investigations of the Alba matter, Alcoa Inc and Alumina Limited have agreed that the cash costs of the settlement of the Alba Proceeding and the DOJ and SEC investigations will be allocated between them such that 62.5% will be borne by Alcoa Inc and 37.5% by AWAC. If a settlement cannot be reached, Alcoa Inc has stated that it will proceed to trial with the DOJ and the SEC and under those circumstances, it is unable to predict an outcome or to estimate its reasonably possible loss. Alcoa Inc has stated that. in those circumstances, there can be no assurance that the final outcome of the DOJ’s and SEC’s investigations will not have a material adverse effect on Alcoa Inc. Accordingly, in those circumstances, there can be no assurance that such final outcome may not have a material adverse effect on AWA.

 

10. Material Interests in Entities which are Not Controlled Entities

Alumina Limited has an interest in the following entities:

 

48.    49. Percentage of
ownership interest
held at end of period or date
of disposal
   

50. Contribution to net

(loss)/profit

 

51.

   52. As at
31 Dec 2012
    53. As at
31 Dec 2011
    54. Year
ended 31 Dec
2012

US$ million
    55. Year
ended 31 Dec
2011
US$ million
 

Equity accounted associates

        

Alcoa World Alumina and Chemicals

     40     40     (14.0     173.1   

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–12–

 

 

11. Ratios

 

56.

   57. Year
ended

58. 31  Dec
2012
    59. Year
ended 31 Dec
2011
 

Profit after tax/equity interests

    

Consolidated net profit from ordinary activities after tax attributable to members as a percentage of average members’ equity

    

 

Negative

2.2

  

   

 

Positive

4.1

  

 

12. Issued and Quoted Securities at End of Current Reporting Period

 

60. Category of Securities

   61. Number
issued
     62. Number
quoted
 

Ordinary shares

     

Fully paid1

     2,440,196,187         2,440,196,187   

Partly paid

     Nil         Nil   

Ordinary Shares -

     

Changes during current reporting period:

     Nil      

 

1

Includes Treasury shares purchased through the Employee Share Plan Trust for Alumina Limited’s long term incentive plan.

 

13. Financing Facilities

 

    

63. Year
ended

31 Dec 2012
US$ million

    

64. Year ended

65. 31 Dec 2011
US$ million

 

The facilities available at end of reporting period were as follows:

     

Total loan facilities

     929.5         785.6   

Used at end of reporting period

     674.5         490.6   
  

 

 

    

 

 

 

Available at end of reporting period

     255.0         295.0   
  

 

 

    

 

 

 

Funding facilities include bilateral bank facilities, a syndicated facility and a development bank loan. All bilateral bank facilities are available in US dollars, of which two are also available in Australian dollars and one is also available in EURO. The syndicated facility is available in US dollars. The development bank loan is fully drawn in US dollars and Brazilian Reais and amortises at approximately $52 million per annum. Funding facilities in currencies other than US dollars have been converted to US dollar equivalents at period end exchange rates.

During the year, Alumina Limited added $200 million in new committed debt facilities with terms of two to five years and successfully refinanced the $107 million committed bank facility due for maturity in November 2013 to December 2017.

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–13–

 

 

14. Segment Information

Business Segment

Alumina Limited’s primary assets are its 40% interest in the series of operating entities forming Alcoa World Alumina & Chemicals (AWAC). Alumina Limited has one reportable segment, namely the investment in the alumina/aluminium business through its equity interest in AWAC.

 

15. Contingent Liabilities

There are no contingent liabilities of Alumina Limited as at 31 December 2012.

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–14–

 

 

16. Events Occurring After the Balance Sheet Date

On 14 February 2013, CITIC* unconditionally subscribed, in aggregate, for 366,029,428 fully paid ordinary shares in Alumina Limited, being 15% of Alumina Limited’s then current capital base, representing 13.04% of Alumina Limited’s capital base following completion (the “Placement”).

The Placement raised approximately A$452 million based on an issue price of A$1.235 per share, which reflected a premium of approximately 3% to the closing price of Alumina Limited shares on 13 February 2013 and a premium of 11% to the volume weighted average price of Alumina Limited shares for the month ending 13 February 2013.

The new shares issued under the Placement rank equally from allotment in all respects with existing Alumina Limited shares.

 

* The subscribers are CITIC Resources Australia Pty Ltd, an indirect wholly-owned subsidiary of CITIC Resources Holdings Limited, and Bestbuy Overseas Co., Ltd, an indirect wholly-owned subsidiary of CITIC Limited.

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–15–

 

 

Compliance Statement

 

1. This financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

 

2. This report gives a true and fair view of the matters disclosed.

 

3. This report is based on accounts which are in the process of being audited.

 

4. Alumina Limited has a formally constituted Audit Committee.

 

5. In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

John Bevan

Director

Melbourne

21 February 2013

 

Alumina Limited results are presented in US dollars


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December 2012 ASX Report

 

 

–16–

 

 

Alumina Limited Highlights

Net loss after tax was $62.1 million compared to a profit of $126.6 million in 2011.

Underlying earnings was a loss of $52.5 million compared to a $128.0 million profit in 2011. Underlying earnings exclude the equity share of AWAC retirement benefit obligations ($16.0 million) and AWAC embedded derivatives ($6.4 million).

Alumina Limited received $86.0 million of fully franked dividends and $9.1 million of distributions (total $95.1 million) compared to $232.2 million of dividends and $7.7 million of distributions (total $239.9 million) in 2011.

No Final Dividend Declared by Alumina Limited

Generally the Board intends, on an annual basis, to distribute cash from operations after debt servicing and corporate costs commitments have been met. The Board will also consider the capital structure of Alumina Limited, the capital requirements for the AWAC business and market conditions. Dividends paid will be fully franked for the foreseeable future.

No dividend was declared by the Directors for 2012. The decision to not pay a dividend for 2012 is based on the above policy and will conserve cash, given the current market conditions.

For 2011 the Directors declared total 6 cents per share fully franked dividends.

AWAC Highlights (US GAAP)

As at the end of 2012, approximately 40% of AWAC’s third party smelter grade alumina shipments were priced on spot or alumina indexed basis. Revenue per tonne from alumina sales priced by reference to indices and spot continued to be higher than that from the existing LME-linked contracts.

Nevertheless, total revenue of $5,815.3 million declined by 13% on 2011, primarily reflecting the overall lower aluminium and alumina prices.

Cash expenses were down by 1.6% aided by productivity improvements which offset the impact of the weak US dollar and rise of some input costs.

Alumina production was 15.6 million tonnes, down 0.1 million tonnes compared to 2011. The decline against 2011 was largely due to lower production in higher unit cost refineries as a result of a planned reduction to align with Alcoa Inc’s smelter curtailments. Australian refineries continued to operate at near or above nameplate capacity.

EBITDA for 2012 was $335.5 million, down by $738.7 million or 69% compared to 2011.

Alumina Limited Key Financials

Alumina Limited’s functional currency is US dollars.

 

     2012     2011  

NPAT US$m

     (62.1     126.6   

Underlying earnings US$m1

     (52.5     128.0   

Average AUD/USD

     1.04        1.03   

Average 3-month LME aluminium price US$ per tonne2

     2,052        2,422   

Average alumina price US$ per tonne3

     319        375   

Net Debt US$m

     664        472   

Gearing4

     20.1     14.1

EPS (US cps)

     (2.5     5.2   

Underlying EPS (US cps)

     (2.2     5.2   

Return on Equity (ROE)

     (2.2 )%      4.1

ROE based on underlying earnings

     (1.9 )%      4.2

Total dividend declared

     Nil        US6 ¢ 

Definitions and notes

 

1. Underlying earnings calculated by adjusting net profit after tax by $9.6 million from reported net profit after tax, being the impact of non-cash embedded derivatives for energy contracts and adjustments for certain actuarial movements in defined benefit pension plans. Calculation of underlying earnings is undertaken on a consistent basis with previous years.
2. Pricing data sourced from Thomson Reuters.
3. Based on Platts index, FOB Australia average.
4. Calculated as (debt - cash)/(debt + equity).
 


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December 2012 ASX Report

 

 

–17–

 

 

AWAC Business Review (US GAAP)

Bauxite: Significant Deposits Meeting AWAC’s Needs

AWAC owns, or partly owns, bauxite mines operating in five countries, which meet the production needs of the AWAC refineries.

The Juruti mine in Brazil, which has an initial design capacity of 2.6 million tonnes per annum, has been operating well, with production at levels as high as 4.0 million tonnes on an annualised basis. The Juruti mine continues to reduce operating costs.

Work continued on moving the crusher facility at the Huntly mine in Australia. This is a significant project to improve mine productivity that occurs every eight to ten years.

Alumina: Production and Shipments in Line with 2011

Production of alumina was 15.6 million tonnes in 2012, down 0.6% on 2011. The reduction largely resulted from planned reduced annual production of approximately 390,000 metric tonnes in the higher unit cost refineries, offset by production creep in the lower unit cost Australian refineries that continued to operate at near or above nameplate capacity during 2012. AWAC’s nameplate production capacity is 17.2 million tonnes per annum.

Alumina shipments were 15.6 million tonnes in 2012, 0.1 million tonnes or 0.6% higher than 2011.

Alumina: Price, Revenue & Margin Decline

Realised alumina prices were 13% lower than 2011, with LME-linked contract prices declining by a greater extent than contracts based on spot or alumina index.

Alumina revenue declined by 13% compared to 2011. Price movements were the principal reason for the revenue decrease.

The 2012 cash cost of alumina per tonne produced increased by 1% over 2011. This increase mainly reflected a rise in the cost of caustic soda, partially offset by a reduction in other costs.

EBITDA margin was $31 per tonne, a decline of $39 per tonne on 2011. Lower margins were predominantly as a result of weaker realised prices and higher input costs partially offset by productivity improvements.

Ma’aden Investment

The joint venture between AWAC and Ma’aden Bauxite and Alumina Company for the construction of a 4 million tonnes per annum initial capacity greenfield mine and a 1.8 million tonnes per annum capacity refinery at Ras Al Khair in Saudi Arabia (AWAC interest of 25.1%) is AWAC’s major growth project and is due to come on stream in 2014.

All the project financing (for approximately 60% of the project capital) is in place and construction continues to be on time and on budget.

As at 31 December 2012, Alumina Limited contributed $103 million of its expected pro-rata share of $140 million of equity capital, and expects to contribute the balance during 2013. The Ma’aden refinery investment will assist AWAC in reducing its low cash cost position.

AWAC Production and Shipments

 

     2012      2011  

Alumina production

     15.6 mt         15.7mt   

Aluminium production

     358kt         357kt   

Alumina shipments

     15.6 mt         15.5mt   

AWAC Profit and Loss (US GAAP)

 

     2012     2011  
     US$m     US$m  

Sales revenue

     3,645.0        4,144.6   

Related party revenue

     2,170.3        2,522.4   
  

 

 

   

 

 

 

Total Revenue

     5,815.3        6,667.0   

COGS and operating expenses

     (5,369.8     (5,459.0

Selling, Admin, R&D

     (132.9     (134.8

Net interest

     (2.2     0.9   

Depreciation and Amortisation

     (478.9     (465.8

Other

     22.9        1.0   
  

 

 

   

 

 

 

Total Expenses

     (5,960.9     (6,057.7
  

 

 

   

 

 

 

(Loss)/profit before tax

     (145.6     609.3   

Income Tax

     53.7        (139.6
  

 

 

   

 

 

 

Net (loss)/profit after tax

     (91.9     469.7   
  

 

 

   

 

 

 

EBITDA 1

     335.5        1,074.2   

 

1

Earnings before interest, tax, depreciation and amortisation. Includes the AWAC settlement for the Alba civil proceeding.

Smelters: Challenges Remain

AWAC produces aluminium at two smelters in Australia. The smelters incurred operating losses for the year. Production of approximately 358,000 tonnes was in line with 2011.

During first half of the year Alcoa of Australia Limited conducted a review of the future viability of the Point Henry aluminium smelter because of continuing difficult economic conditions. On 29 June 2012, Alcoa of Australia announced that it expects to operate the Point Henry aluminium smelter until at least mid-2014.

Australian Carbon Pricing Scheme

The refineries and smelters in Australia are subject to carbon pricing effective from 1 July 2012 relating to greenhouse gas emissions.

Shipping

Shipping operations contributed a small profit.

One-off Items

The 2012 AWAC US GAAP loss pre-tax included the following one-off items:

 

 

$85 million charge relating to Aluminium Bahrain BSC (Alba) lawsuit;

 

 

$9 million increase in long service leave adjustments due to lower discount rates;

 

 

$18 million loss due to asset write-offs.

 


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December 2012 ASX Report

 

 

–18–

 

 

AWAC Cash Flow (US GAAP)

Cash from operations declined by $448.1 million from 2011, primarily due to significantly lower realised prices for alumina and aluminium.

Capital expenditure totalled $375.3 million, 4.3% down on 2011.

Sustaining capital expenditure was $347 million, with the majority of this incurred in Australia. The Australian expenditure included residue storage areas and the relocation of the crusher facilities at the Huntly mine, which reduces haul road distance and improves mine productivity.

Growth capital expenditure mainly related to completion works of the Juruti mine infrastructure in Brazil.

Equity contributions to the Ma’aden mine and refinery joint venture in Saudi Arabia are not included in the growth capital expenditure.

AWAC Balance Sheet (US GAAP)

Property plant and equipment decreased mainly due to the depreciation of the Brazilian Reais against the US dollar.

AWAC continued to operate with minimal borrowings. With the exception of minor working capital facilities at individual sites, any borrowing required by an AWAC entity is provided by Alumina Limited and Alcoa Inc.

On 2 July 2012 Alcoa of Australia modified the terms of the existing power contracts for its smelters. This modification caused the recognition of embedded derivative assets and offsetting liability, classified as “other assets” and “other liabilities” in the AWAC’s balance sheet.

GAAP Adjustments

The AWAC results are adjusted for differences between US GAAP and Australian Accounting Standards prior to incorporation into the Alumina Limited results. These adjustments are non-cash book entries. The total adjustments amounted to a reduction of AWAC’s loss after tax by approximately $57 million.

The main adjustments for 2012 were:

 

 

recognition of $69 million Brazil deferred tax credit adjustment;

 

 

recognition of $8 million debit after tax for defined benefit pensions;

 

 

recognition of $3 million credit after tax for movements in embedded derivatives.

Alumina Limited’s results include 40% of these adjustments.

AWAC Cash Flow (US GAAP)

 

     2012     2011  
     US$m     US$m  

Net income

     (91.9     469.7   

Depreciation

     478.9        465.8   

Decrease (increase) in receivables

     80.6        (111.6

Increase in inventories

     (22.0     (72.5

Increase in accounts payable

     250.0        102.7   

Other 1

     (453.7     (164.1
  

 

 

   

 

 

 

Cash from operations

     241.9        690.0   

Capital expenditure

     (375.3     (392.0
  

 

 

   

 

 

 

Free cash flow 2

     (133.4     298.0   
  

 

 

   

 

 

 

 

1 

Includes cumulative translation adjustment

2 

Free cash flow defined as cash from operations less capital expenditure.

AWAC Balance Sheet (US GAAP)

 

     2012      2011  
     US$m      US$m  

Cash, cash equivalents

     126.0         204.0   

Receivables

     457.6         535.2   

Related party note receivable

     88.7         82.9   

Inventories

     808.0         777.3   

Property plant & equipment

     6,909.2         7,133.8   

Other assets

     3,028.5         2,189.4   
  

 

 

    

 

 

 

Total Assets

     11,418.0         10,922.6   
  

 

 

    

 

 

 

Short term borrowings

     69.6         38.5   

Payables

     841.0         886.2   

Taxes payable and deferred

     398.6         441.7   

Other liabilities

     1,865.1         1,213.1   
  

 

 

    

 

 

 

Total Liabilities

     3,174.3         2,579.5   
  

 

 

    

 

 

 

Equity

     8,243.7         8,343.1   
  

 

 

    

 

 

 

AWAC Dividends Paid

 

     2012      2011  
     US$m      US$m  

Dividends paid

     216.0         579.3   
 


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December 2012 ASX Report

 

 

–19–

 

 

Alumina Limited Reported Profit

Most of Alumina Limited’s general and administrative expenses are incurred in Australian dollars, which totalled $19 million in 2012. The increase over 2011 reflects one-off expenses that exceeded other expense reductions.

Finance costs increased to $29.4 million from $28.5 million in 2011. The increase of $0.9 million arose from a higher average balance of drawn facilities and an increase in the amortisation of prepaid commitment fees as bank facilities with pending maturities were replaced by longer term facilities.

Note on calculation of underlying earnings

Alumina Limited shows underlying earnings in addition to profit after tax to provide a better understanding of the performance of the underlying operations. Underlying earnings are calculated by excluding the impact of mark to market valuations for embedded derivatives contained in AWAC energy contracts that are linked to the LME price of aluminium and actuarial gains and losses on AWAC pension plans that reflect the net result of expected returns on assets, employee costs and changes in the discount rate of return. Calculation of underlying earnings is undertaken on a consistent basis with previous years.

In 2012, the revaluation of the embedded derivatives decreased Alumina Limited’s net loss after tax by $6.4 million. Actuarial movements in defined benefit plans resulted in an increase to net loss after tax of $16.0 million.

Alumina Limited Reported Profit

 

     2012     2011  
     US$m     US$m  

Share of AWAC underlying profit

     (4.4     174.5   

General and administrative expenses

     (19.0     (17.3

Finance costs

     (29.4     (28.5

Other & tax

     0.3        (0.7
  

 

 

   

 

 

 

Underlying (loss)/earnings

     (52.5     128.0   

Retirement benefit obligations, AWAC

     (16.0     (61.5

Embedded derivative, AWAC

     6.4        60.1   
  

 

 

   

 

 

 

Net (loss)/profit after tax

     (62.1     126.6   
 


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LOGO  

 

December 2012 ASX Report

 

 

–20–

 

 

Alumina Limited Balance Sheet

Alumina Limited’s net debt as at 31 December 2012 was $664 million, up from $472 million as at 31 December 2011. Gearing1 also increased to 20.1% ( 2011: 14.1%).

Alumina Limited had $255 million of undrawn committed facilities as at 31 December 2012, a decrease of $40 million from 31 December 2011.

During the year Alumina Limited added $200 million in new committed debt facilities with terms of two and five years and successfully refinanced the $107 million committed bank facility due for maturity in November 2013 to December 2017.

The Company has a fully drawn debt facility from the Brazil National Development Bank (BNDES). This facility amortises at approximately $52 million per annum. Amounts outstanding at 31 December 2012 under the BNDES loan were $184 million.

Excluding the BNDES amortisation, there is no debt maturing in 2013, with the $745 million of committed bank facilities expiring as follows:

 

 

$175 million in 2014 (drawn to $160 million)

 

 

$213 million in 2015 (no amounts were drawn under this facility as at 31 December 2012)

 

 

$225 million in 2016 (drawn to $225 million)

 

 

$132 million in 2017 (drawn to $105 million)

Current Liabilities include $52 million of repayments on the facility from the BNDES that are due before 31 December 2013. Current liabilities of $59.8 million exceed current assets of $15.1 million, however Directors are confident that the liabilities can be met using available cash and undrawn committed facilities whose maturities extend beyond 31 December 2013.

On 14 February 2013, Alumina Limited announced a placement of approximately 366 million fully paid ordinary shares, which raised approximately A$452 million (as described in Note 16). These proceeds will be used primarily to repay drawn debt.

Alumina Limited Cash Flows

Alumina Limited’s cash receipts from operations principally comprise the dividends received from AWAC entities. Fully franked dividends of $86.0 million were received during 2012 ($232.2 million on 2011).

Net payment for investments in associates included: growth capital for the Juruti mine in Brazil, Ma’aden join venture equity contributions as well as contributions to working capital for AWAC entities.

Alumina Limited Balance Sheet

 

     2012      2011  
     US$m      US$m  

Cash and equivalents

     10.1         19.0   

Investments

     3,296.1         3,324.8   

Other

     5.2         6.6   
  

 

 

    

 

 

 

Total Assets

     3,311.4         3,350.4   
  

 

 

    

 

 

 

Payables

     2.7         3.1   

Interest bearing liabilities – current

     52.0         52.9   

Interest bearing liabilities – non-current

     622.5         437.7   

Other

     5.7         2.7   
  

 

 

    

 

 

 

Total Liabilities

     682.9         496.4   
  

 

 

    

 

 

 

Net Assets

     2,628.5         2,854.0   
  

 

 

    

 

 

 

Alumina Limited Cash Flow

 

     2012     2011  
     US$m     US$m  

Dividends received

     86.0        232.2   

Distributions received

     9.1        7.7   

Interest paid

     (28.2     (26.8

Payments to suppliers and employees

     (18.9     (17.6

GST refund, interest received & other

     0.6        0.6   
  

 

 

   

 

 

 

Cash from operations

     48.6        196.1   

Net payments for investment in associates

     (171.0     (149.3
  

 

 

   

 

 

 

Free cash flow2

     (122.4     46.8   
  

 

 

   

 

 

 

Definitions and notes

 

1. 

Calculated as (debt - cash)/(debt + equity)

2 

Free cash flow defined as cash from operations less net investments in associates.

 


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LOGO  

 

December 2012 ASX Report

 

 

–21–

 

 

AWAC Guidance

The following 2013 guidance is provided to assist the understanding of the sensitivity of AWAC results to key external factors. The guidance cannot be expected to be predictive of exact results; rather it provides direction and approximate quantum of the impact on profit before tax of movements around a given base figure. Actual results will vary from those computed using the guidance. Guidance is not linear, hence significant movement away from the base rates used may result in different sensitivities. No attempt has been made to correlate sensitivity to one element of the guidance with movements in other elements of the guidance.

 

Item

  

2013 Guidance

Production alumina    Approximately 15.6 million tonnes
Production aluminium    Approximately 358,000 tonnes
Sensitivities: +$100 LME aluminium price per tonne1    Approximately +$187 million profit before tax
Sensitivities: +1¢ in US$/A$2    Approximately -$30 million profit before tax
Third party smelter grade alumina shipments expected to be based on alumina price indices or spot3    Approximately 48% for the year
AWAC sustaining capital expenditure    Approximately $350 million
AWAC growth capital expenditure4    Approximately $50 million

 

1 

Equates to aluminium sales and smelter grade alumina sales priced at a contracted percentage of LME aluminium and sales that are based on spot or alumina index, referenced against LME aluminium. It also includes exposure to LME aluminium in the pricing formula mechanisms in a number of long term contracts for the purchase of energy.

2 

AWAC’s profit and asset valuation is also exposed to fluctuations in other currencies such as the Brazilian Reais and Euro. However no sensitivity is provided.

3 

AWAC commenced 2013 with approximately 40% of its third party smelter grade alumina sales volume based on alumina price indices or available for spot sales.

4 

Does not include investment in the Ma’aden growth project. Alumina Limited expects to contribute approximately $37 million of equity capital during 2013.

Market Outlook

The 2012 year was characterised by significant volatility in pricing whilst demand remained reasonably firm and productivity initiatives were implemented to control any rise in the costs of production.

In 2012, the average 3-month LME aluminium price declined by approximately 15% over 2011, which also affected LME-linked alumina prices. By the end of the 2012 year, LME prices recovered from their lowest point. Volatility in LME prices was largely driven by the continued concern over the performance of the global economy, most notably the Euro-zone, USA and China.

In comparison, spot or index priced alumina traded within a relatively narrow range of between $303 per tonne and $335 per tonne, finishing 2012 at approximately 9% above the closing price for the 2011 year.

Whilst there have been significant smelting production curtailments, the continued expansion of new low cost smelters in Western China and the Middle East will ensure global aluminium production remains solid and supports alumina demand. Global demand for aluminium is expected to grow between 5 and 8% in 2013.

Chinese alumina refineries use domestic and imported bauxite. Historically, significant volumes of bauxite have been imported from Indonesia. In May, Indonesia introduced new export taxes and restricted exports of bauxite. Chinese production of alumina using imported bauxite is increasing. The cost of supplying bauxite to China is also rising and this is expected to impact Chinese alumina costs.

Even though the 2013 year has started with a positive tone, as reflected in prices, Alumina Limited remains cautious on the outlook for 2013, with prices expected to remain uncertain. Macro-economic conditions, particularly in Europe remain uncertain.

AWAC remains the largest and a low cash cost alumina producer, which will benefit in the medium term as the alumina market grows. It will also benefit from the trend towards alumina pricing on spot based indices, which reflects the fundamentals of the alumina industry. The focus of AWAC is to continue to drive productivity and supply chain improvements.

 

John Bevan
Director
Melbourne
21 February 2013
 


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December 2012 ASX Report

 

 

–22–

 

 

Forward Looking Statements

Some statements in this report are forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements also include those containing such words as “anticipate”, “estimates”, “should”, “will”, “expects”, “plans” or similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual outcomes to be different from the forward-looking statements. Important factors that could cause actual results to differ from the forward-looking statements include: (a) material adverse changes in global economic, alumina or aluminium industry conditions and the markets served by AWAC; (b) changes in production and development costs and production levels or to sales agreements; (c) changes in laws or regulations or policies; (d) changes in alumina and aluminium prices and currency exchange rates; (e) constraints on the availability of bauxite; and (f) the risk factors and other factors summarised in Alumina’s Form 20-F for the year ended 31 December 2011. Forward-looking statements that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. Alumina Limited does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements which speak only as of the date of the relevant document.

 

Diagram of AWAC Operations

     2   

Alcoa World Alumina and Chemicals (AWAC) Profit & Loss

     3   

Alcoa World Alumina and Chemicals (AWAC) Balance Sheet

     4   

Alcoa World Alumina and Chemicals (AWAC) Statement of Cashflows

     5   

Reconciliation of Profit to Alumina Limited Share of AWAC’s Equity Profit

     6   


Table of Contents

Diagram of AWAC Operations

 

LOGO

All operations 100% owned, unless otherwise indicated

 

Australia – Huntly & Willowdale

Brazil – Trombetas (9.6%) & Juruti

Guinea – Sangaredi (23%)

Jamaica – Manchester Plateau (55%)

Suriname – Moengo, Klaverblad & Kaimangrassie

Saudi Arabia – mine being developed (25.1%)

  

Australia – Kwinana, Pinjarra & Wagerup

Brazil – Sao Luis (39%)

Jamaica – Clarendon (55%)

Spain – San Ciprian

Suriname – Paranam

USA – Point Comfort

Saudi Arabia – refinery being developed (25.1%)

   Australia – Point Henry &
Portland (55%)
   Australia – Kwinana

Spain – San Ciprian

USA – Point Comfort

Bauxite deposits: AWAC’s bauxite deposits are large deposit areas with long term mining rights. Bauxite mining is planned on an incremental basis after detailed assessment of the deposits to achieve a uniform quality in the supply of blended feedstock to the relevant refinery.

Refineries: AWAC operates eight alumina refineries, six of which are located in proximity to bauxite deposits.

Smelters: AWAC produces primary aluminium in Australia, with alumina supplied by the Australian refineries.

Alumina Chemicals: AWAC produces chemical grade alumina from three refineries: Kwinana (Australia), Point Comfort (USA) and San Ciprian (Spain).

Shipping Operations: AWAC’s shipping operations use owned and chartered vessels to transport dry and liquid bulk cargoes, including bauxite, alumina, caustic soda, fuel oil, petroleum, coke and limestone.

 


Table of Contents

Alcoa World Alumina and Chemicals (AWAC) Profit & Loss

 

US$ Millions (US GAAP) 100%

   Full Year
2011
    1st Half
2012
    2nd Half
2012
    Full Year
2012
 

Sales and Operating Revenue

     4,144.6        1,786.7        1,858.3        3,645.0   

Revenue from Related Parties

     2,522.4        1,149.2        1,021.1        2,170.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenue

     6,667.0        2,935.9        2,879.4        5,815.3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of Goods Sold and Operating Expenses

     (5,459.0     (2,719.1     (2,650.7     (5,369.8

Selling, Administration, Other Expenses and R&D Expenses

     (134.8     (62.0     (70.9     (132.9

Provision for Depreciation, Depletion and Amortisation

     (465.8     (238.7     (240.2     (478.9

Other

     1.9        5.7        15.0        20.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Expenses

     (6,057.7     (3,014.1     (2,946.8     (5,960.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(Loss) before Taxes on Income

     609.3        (78.2     (67.4     (145.6

Provision for Taxes on Income

     (139.6     (8.9     62.6        53.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income/(Loss)

     469.7        (87.1     (4.8     (91.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Members’ Equity

        

Opening Balance at Start of Period

     8,634.8        8,343.1        8,039.4        8,343.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income/(Loss)

     469.7        (87.1     (4.8     (91.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Capital Contribution

     426.7        277.0        151.4        428.4   

Dividends Paid and Return of Capital to Partners

     (641.9     (176.7     (61.8     (238.5

Common Stock Issued for Compensation Plans

     4.6        3.0        1.9        4.9   

Other Comprehensive Income

     (550.8     (319.9     117.6        (202.3

Closing Balance at End of Period

     8,343.1        8,039.4        8,243.7        8,243.7   


Table of Contents

Alcoa World Alumina and Chemicals (AWAC) Balance Sheet

 

US$ Millions (US GAAP) 100%

   31 December
2011
     30 June
2012
     31 December
2012
 

Cash and Cash Equivalents

     204.0         180.8         126.0   

Receivables

     535.2         471.3         457.6   

Related Party Notes Receivable

     82.9         87.0         88.7   

Inventories

     777.3         808.7         808.0   

Prepaid Expenses and Other Current Assets

     138.9         159.4         421.1   
  

 

 

    

 

 

    

 

 

 

Total Current Assets

     1,738.3         1,707.2         1,901.4   
  

 

 

    

 

 

    

 

 

 

Property Plant & Equipment

     7,133.8         6,856.1         6,909.2   

Investments

     401.1         510.5         593.1   

Other Assets and Deferred Charges

     1,649.4         1,563.3         2,014.3   
  

 

 

    

 

 

    

 

 

 

Total Non-Current Assets

     9,184.3         8,929.9         9,516.6   
  

 

 

    

 

 

    

 

 

 

Total Assets

     10,922.6         10,637.1         11,418.0   
  

 

 

    

 

 

    

 

 

 

Short Term Borrowings

     38.5         61.1         69.6   

Payables

     886.2         828.4         841.0   

Taxes Payable

     224.0         204.3         142.8   

Accrued Compensation and Retirement Costs

     263.5         275.5         295.7   

Other Current Liabilities

     133.4         171.1         415.7   
  

 

 

    

 

 

    

 

 

 

Total Current Liabilities

     1,545.6         1,540.4         1,764.8   
  

 

 

    

 

 

    

 

 

 

Capital lease obligations

     31.0         24.6         68.7   

Deferred Taxes

     217.7         203.1         255.8   

Other Long Term Liabilities

     785.2         829.6         1,085.0   
  

 

 

    

 

 

    

 

 

 

Total Non-Current Liabilities

     1,033.9         1,057.3         1,409.5   
  

 

 

    

 

 

    

 

 

 

Total Liabilities

     2,579.5         2,597.7         3,174.3   
  

 

 

    

 

 

    

 

 

 

Equity

     8,343.1         8,039.4         8,243.7   
  

 

 

    

 

 

    

 

 

 

Total Liabilities & Equity

     10,922.6         10,637.1         11,418.0   
  

 

 

    

 

 

    

 

 

 


Table of Contents

Alcoa World Alumina and Chemicals (AWAC) Statement of Cash Flows

 

US$ Millions (US GAAP) 100%

   Full Year
2011
    1st Half
2012
    2nd Half
2012
    Full Year
2012
 

Operating Activities

        

Net Income

     469.7        (87.1     (4.8     (91.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments to Reconcile Net Income to Cash from Operations

        

Depreciation, Amortisation and Impairment

     465.8        238.7        240.2        478.9   

Other Items*

     (245.5     21.0        (166.1     (145.1

Cash from Operating Activities

     690.0        172.6        69.3        241.9   

Financing Activities

        

Dividends Paid & Return of Capital to Partners

     (641.9     (176.7     (61.8     (238.5

Change in Debt

     (215.4     22.6        8.5        31.1   

Changes to capital lease obligations

     (10.5     (6.4     (5.9     (12.3

Capital Contribution

     426.7        277.0        151.4        428.4   

Additions to long term debt

     —            50.0        50.0   

Other

     0.1        —          —          —     

Cash (Used)/Generated for Financing Activities

     (441.0     116.5        142.2        258.7   

Investing Activities

        

Capital Expenditure

     (392.0     (184.2     (191.1     (375.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Net changes in related party note receivable

     34.9        (4.5     0.9        (3.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Other

     (19.7     (120.2     (76.2     (196.4

Cash Used for Investing Activities

     (376.8     (308.9     (266.4     (575.3

Effect of Exchange Rate Changes on Cash

     0.2        (3.4     0.1        (3.3

Cash (Used)/Generated

     (127.6     (23.2     (54.8     (78.0

Cash and Cash Equivalents

        

Cash and Cash Equivalents at Beginning of Period

     331.6        204.0        180.8        204.0   

Cash and Cash Equivalents at End of Period

     204.0        180.8        126.0        126.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Change in Cash and Cash Equivalents

     (127.6     (23.2     (54.8     (78.0
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* Other Items consists of net movement in working capital and other non-current assets and liabilities


Table of Contents

Alcoa World Alumina and Chemicals (AWAC) Reconciliation of Profit to Alumina Limited Share of AWAC’s Equity Profit

 

     Full Year
2011
    1st Half
2012
    2nd Half
2012
    Full Year
2012
 

AWAC Profit/(loss) before tax (US GAAP)

     609.3        (78.2     (67.4     (145.6

Adjust for AIFRS

        

- embedded derivatives

     214.8        33.2        (28.4     4.8   

- retirement benefit obligations

     (224.5     (55.1     45.8        (9.3

- other

     19.4        20.1        (28.8     (8.7

AWAC Profit/(loss) before tax (AIFRS)

     619.0        (80.0     (78.8     (158.8

AWAC Tax (US GAAP)

     (139.6     (8.9     62.6        53.7   

Adjust for AIFRS

        

- Brazil deferred tax

     (47.4     69.0        —          69.0   

- FAS 109

     —          40.1        (40.1     —     

- Other

     0.8        (0.8     1.8        1.0   

AWAC Tax (AIFRS)

     (186.2     99.4        24.3        123.7   

AWAC Profit/(loss) before tax (AIFRS)

     619.0        (80.0     (78.8     (158.8

AWAC Tax (AIFRS)

     (186.2     99.4        24.3        123.7   

AWAC Profit after tax (AIFRS)

     432.8        19.4        (54.5     (35.1

Alumina Limited Share of Equity Profit/(loss) after tax

     173.1        7.8        (21.8     (14.0


Table of Contents
To: The Manager

Announcements

Company Announcements Office

Australian Securities Exchange

 

LOGO

Public Announcement 2013 – 9AWC

Attached is a presentation relating to Alumina Limited’s Full Year Results for the 12 months ended 31 December 2012.

/s/ Stephen Foster

Stephen Foster

Company Secretary

21 February 2013

 

      Alumina Limited
      ABN 85 004 820 419
      GPO Box 5411
      Melbourne Vic 3001
      Australia
      Level 12 IBM Centre
      60 City Road
      Southbank Vic 3006
      Australia
      Tel +61 (0)3 8699 2600
      Fax +61 (0)3 8699 2699
      Email info@aluminalimited.com


Table of Contents

LOGO

Alumina Limited

2012 Full Year Results

John Bevan

Chief Executive Officer

Chris Thiris

Chief Financial Officer

ALUMINA

LIMITED


Table of Contents

LOGO

Disclaimer ALUMINA

LIMITED

This presentation is not a prospectus or an offer of securities for subscription or sale in any jurisdiction.

Some statements in this presentation are forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements also include those containing such words as “anticipate”, “estimates”, “should”, “will”, “expects”, plans” or similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual outcomes to be different from the forward-looking statements. Important factors that could cause actual results to differ from the forward-looking statements include: (a) material adverse changes in global economic, alumina or aluminium industry conditions and the markets served by AWAC; (b) changes in production and development costs and production levels or to sales agreements; (c) changes in laws or regulations or policies; (d) changes in alumina and aluminium prices and currency exchange rates; (e) constraints on the availability of bauxite; and (f) the risk factors and other factors summarised in Alumina’s Form 20-F for the year ended 31 December 2011.

Forward-looking statements that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. Alumina Limited does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements which speak only as of the date of the relevant document.

2


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LOGO

2012 – a difficult year ALUMINA

LIMITED

AWC

US$m (IFRS) 2012 2011 2010

NPAT (62) 127 35

Underlying earnings (53) 128 37

Total Dividend (US cps) 0 6 6

Net Debt 664 472 353

AWAC

US$m (US GAAP) 2012 2011 2010

Revenue 5,815 6,667 5,456

Dividends and distributions paid* 239 642 641

EBITDA 336 1,074 803

EBITDA per tonne** $31 $70 $47

AWC – 2H similar to 1H performance

No final dividend paid by AWC in 2012

AWAC – revenue & EBITDA down principally due to pricing

Sound operational performance

* Includes amounts paid to Alumina Limited and Alcoa Inc

** Adjusted EBITDA/MT from Alcoa Inc’s alumina segment (source: Alcoa Inc 4Q 2012 Results slide pack). Alcoa Inc alumina segment is predominately AWAC operations, of which Alumina Limited owns 40%

3


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LOGO

CITIC introduced as a strategic investor ALUMINA

LIMITED

Long Term Investor CITIC is a strategically aligned and financially strong long term investor

JV Value Enhanced Will work to enhance value of Alumina’s interest in the AWAC JV

Financial Strength Funds used to reduce debt and fortify balance sheet

Added Board Strength Board representative to bring industry expertise and key insights into the China market

4


Table of Contents

LOGO

Alumina Limited and

AWAC 2012 Results

ALUMINA

LIMITED


Table of Contents

LOGO

AWAC 2012 results ALUMINA

LIMITED

Profit & Loss

US$m (US GAAP) 2012 2011 Change

Sales revenue 3,645 4,145 -12%

Related party revenue 2,170 2,522 -14%

Total Revenue 5,815 6,667 -13%

COGS and operating expenses (5,370) (5,459) -2%

Depreciation and Amortisation (479) (466) +3%

Selling, Admin, R&D, Other (112) (133) -16%

Total Expenses (5,961) (6,058) -2%

Profit before Tax (146) 609 -124%

Income Tax 54 (139) -139%

Net Profit after Tax (92) 470 -120%

EBITDA 336 1,074 -69%

Free Cash Flow

US$m (US GAAP) 2012 2011 Change

Cash from operations 242 690 -65%

Capital expenditure (375) (392) -4%

Free cash flow* (133) 298 -145%

Profit & Loss

Revenue and EBITDA declined

– principally due to price

Total expenses also lower

– productivity offsetting other costs

Free Cash Flow

CFO impacted by lower prices

Capex marginally lower

– sustaining capex higher

– growth capex lower

* Free cash flow defined as cash from operations less capital expenditure

6


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LOGO

AWAC performance bridge ALUMINA

LIMITED

US GAAP NPAT (US$m)

470 (23.0) (852) 200 32 (112) 193 (92)

2011 NPAT Prior Year One-Off Items(1) Revenue COGS, GASE & Other Other Income & Expenses(2) Current Year One-Off Items(3) Tax 2012 NPAT

(1) Reversal of: $20m St Croix remediation provision, $14m equity profit from Dampier-Bunbury pipeline $43m land sales and $14m loss on smelter restructuring costs

(2) Includes foreign currency fluctuations and movements in embedded derivatives

(3) Includes: $85m Alba civil charge, $9m long service leave adjustment, $18m asset write-off

Revenue

Average LME declined 15%

Average alumina price 13% lower

Converting to alumina API/spot

– approximately 40% at year-end

Alumina shipments 68kt higher

COGS, GASE & Other

Reflects productivity initiatives

– more than offset cost increases

7


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AWAC cash cost of alumina production ALUMINA

LIMITED

Alumina Refinery Costs (basic units)

100 (0.3) 1.6 (0.4) (0.2) 101

2011 Cash CAP(1) Energy Caustic Bauxite Conversion 2012 Cash CAP (1)

(1) Defined as direct materials and labour, energy, indirect materials, indirect expenses, excluding depreciation

Increased by 1%

– caustic exceeded other cost improvements

– caustic lag of 3-6 months and prices declining

Includes benefit of productivity initiatives

Benefit of strategic initiative

– reducing position on cost curve

– production curtailment in Atlantic

– production creep in Australia

8


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LOGO

AWAC alumina production

ALUMINA

LIMITED

Production (m tonnes)

14.4 13.5 15.2 15.7 15.6

2008 2009 2010 2011 2012

Refinery Nameplate Capacity

Spain 9%

Brazil 8%

Jamaica 5%

Suriname 13%

USA 13%

Australia 52%

Shipments also 15.6mt

Curtailment of 390kt (annual)

– Atlantic base

Production creep in Australia

– partially offsetting planned reduction

– operating at or above nameplate capacity

– lower unit cost refineries

Expect 15.6mt for 2013

Ma’aden to commence in 2014

– low cash cost facility, globally

9


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LOGO

AWAC capex

ALUMINA

LIMITED

Sustaining (US$m)

191 323 354 374 184 201 300 347

2005 2006 2007 2008 2009 2010 2011 2012

Growth (US$m)

413 513 881 1,156 579 98 76 38

2005 2006 2007 2008 2009 2010 2011 2012

Sustaining Capex

Majority spent in Australia

Expect $350m for 2013

Growth Capex

– Mainly in Brazil

Expect $50m for 2013

– mainly improving Juruti

Excludes Ma’aden equity

– $37m expected for 2013 (AWC share)

10


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LOGO

Alumina Limited 2012 results

ALUMINA

LIMITED

Profit & Loss

US$m (IFRS)

2012 2011 Change

Equity Share of AWAC Underlying (4) 174 -102%

PAT

Corporate Costs (19) (17) +12%

Finance Costs (29) (28) +4%

Other & Tax - (1) -100%

Underlying Earnings (53) 128 -141%

Retirement benefit obligation, AWAC (16) (61) -74%

Embedded Derivative, AWAC 6 60 -90%

Net Profit After Tax (62) 127 -149%

Free Cash Flow

US$m (IFRS) 2012 2011

Change

Dividends and distributions received 95 240 -60%

Costs (Interest, corporate, other) (46) (44) +5%

Cash from Operations 49 196 -75%

Payments for Investments in (171) (149) +15%

Associates

Free Cash Flow* (122) 47 -360%

Profit & Loss

Reflects AWAC performance

Corporate costs

include one-off expenses

Finance costs

higher drawn debt & refinance costs

Free Cash Flow

$95m received from AWAC

Investments include:

Juruti

Ma’aden

* Free cash flow defined as cash from operations less net investments in associates

11


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Alumina Limited net debt & facilities

ALUMINA

LIMITED

Net Debt Changes (US$m)

171 3 664

47 472 95 73

Net Debt 31 Dec 11

AWAC Dividends Received

AWC 2H11 Dividend Paid

AWC Corp & Finance Costs

AWAC Contributions

Exchange Rate Effect

Net Debt 31 Dec 12

Debt Maturity & Availability - 31/12/2012

US$m

300

250

200

150

100

50

0

2013 2014 2015 2016 2017

BNDES - Drawn Banks - Drawn Banks - Undrawn

Net Debt

Net debt reflects AWAC’s needs

including Ma’aden investment

Gearing 20%(1) at 31 December

Net debt reduced to c.$216m post placement

(1) Calculated as (debt - cash)/(debt + equity)

Maturities & Available Facilities

Prudent maturity profile

$255m available at 31 December

- added $200m

- refinanced $107m

Placement proceeds to primarily repay debt

12


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LOGO

Key AWAC initiatives

Revenue: pricing transition

Competitive initiatives to reduce operating costs