The
directors of BHP Billiton accept responsibility for the information contained
in
this document. Having taken all reasonable care to ensure that such is the
case,
the information contained in this document is, to the best of the knowledge
and
belief of the directors of BHP Billiton, in accordance with the facts and
contains no omission likely to affect its import.
In
connection with BHP Billiton’s proposed combination with Rio Tinto by way of the
proposed Schemes of Arrangement (the "Schemes"), the new BHP Billiton shares
to
be issued to Rio Tinto shareholders under the terms of the Schemes have not
been, and will not be, registered under the US Securities Act of 1933, as
amended, or under the securities laws of any state, district or other
jurisdiction of the United States, and no regulatory clearances in respect
of
the new BHP Billiton shares have been, or (possibly with certain
limited exceptions) will be, applied for in any jurisdiction of the United
States. It is expected that the new BHP Billiton shares will be
issued in reliance upon the exemption from the registration requirements
of the
US Securities Act provided by Section 3(a)(10) thereof.
In
the event that the proposed Schemes do not qualify (or BHP Billiton otherwise
elects pursuant to its right to proceed with the transaction in a manner
that
does not qualify) for an exemption from the registration requirements of
the US
Securities Act, BHP Billiton would expect to register the offer and sale
of the
securities it would issue to Rio Tinto US shareholders and Rio Tinto ADS
holders
by filing with the US Securities and Exchange Commission (the “SEC”) a
registration statement (the “Registration Statement”), which would contain a
prospectus (“Prospectus”), as well as other relevant materials. No
such materials have yet been filed. This communication is not a
substitute for any Registration Statement or Prospectus that BHP Billiton
may
file with the SEC.
U.S.
INVESTORS AND U.S. HOLDERS OF RIO TINTO SECURITIES AND ALL HOLDERS OF RIO
TINTO
ADSs ARE STRONGLY URGED TO READ THE REGISTRATION STATEMENT AND PROSPECTUS
AND
ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDING
THE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSE
DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
If
and
when filed, investors and security holders will be able to obtain a free
copy of
the Registration Statement, the Prospectus as well as other relevant documents
filed with the SEC at the SEC's website (http://www.sec.gov), once such
documents are filed with the SEC. Copies of such documents may also
be obtained from BHP Billiton without charge, once they are filed with the
SEC.
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TRANSCRIPT
BEGINS:
Marius
Kloppers
Chief
Executive
Officer
Good
morning to those of you in London. I was hoping to start this morning
talking about our announcement in the presentation. I was woken up
this morning by news of a fatality at Olympic Dam, and we obviously take
safety
very seriously. I have spoken about that on several occasions and I
thought that it would be inappropriate for me to say anything before I recorded
that fact and the fact that our hearts go out to the family and friends
especially during this time leading up to the festive season.
I
hope by now all of you have read today’s announcement and the presentation that
we will be making a little later on. What you will see from our
announcement is that we are reiterating the compelling logic of our proposition,
especially the three for one share proposal. Our feedback has
confirmed that both sets of shareholders have a clear understanding of the
logic
of this proposal. Rio Tinto suggested that this proposal is all about
the value. We agree. We are talking today about the value
and the facts that underpin that value. Now rather than taking up
your time by going through our announcement, which I am sure most of you
will
have read by now, I suggest that we move straight into answering your
questions.
Questions
and Answers
Question
Hello,
I was just going to ask about Olympic Dam, if you can put some figures around
the size of the expansion opportunities. I’m sure you are aware that
Rio has made the capital cost of developing Olympic Dam to those levels an
issue, as far as they are concerned, in the value argument. I notice
there is no capital cost estimates in what you have said today, but are you
prepared to give us a feel today for just how far it might be?
Marius
Kloppers
Thank
you. We obviously have not had any notice from Rio Tinto that they have spoken
about something that is not yet formalised. I think, to reiterate
what we have said in the past, this is still in pre-feasibility. The
fact that we are putting this staged development approach on the table today
is
in direct response to changes in the market. In short we have seen a
more buoyant future for nuclear, which was always the constraining element
in
the size of this development. The second element to emphasise is, we have
stated
over the last six months that we are looking towards intrinsically more capital
effective ways of development. This development sequence reinforces
that. We have not stated any capital investment for those three
stages combined as we have not finalised it, but I want to stress one thing:
we
see Olympic Dam as something that will continue to be developed over many
decades. This is the same story we have said over the last six
months. So we should not look at any development here as a single
point effort. What we hope to do is basically continuously expand this operation
as the demand for uranium grows.
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Question
Tom
Albanese said he does not think that mining and petroleum go well
together. Have you any plans to divest the petroleum
assets?
Marius
Kloppers
The
way we look at the world is that we have billions of people
industrialising. What happens then is that they need all of the basic
building blocks for their development – energy, minerals and
metals. I would turn that question around and ask the question, how
can a truly diversified player afford not to be more exposed to all the elements
of the energy portfolio as part of its product offering? After
all, energy is the largest out of all of these markets.
Question
I
wanted to check, I read your compelling case but I think we have now moved
to
the next stage, and we are working on a formal offer. Can you give us
an indication when that might happen?
Marius
Kloppers
I
think we should reflect on the fact we have said this has gone on for a decade
or so. We have put this proposal on the table, the market has reacted
incredibly favourably which indicates to us that they understand
this. What we are trying to do here today is to move the discussion
back to relative value because that is what it is about when you combine
these
two facts. We are going to use all the time that we need to continue
to reiterate that relative value piece. What decision we take, if any, post-this
is for another day.
Question
So
when asked by the takeovers panel, you are allowed to be against any imminent
bid?
Marius
Kloppers
We
clearly had contact with the takeover panel. They asked us for a
submission which we have not yet made. We will use this period to
talk about all of the things in our portfolio and there are two reasons for
this. The first is that, remember that, this is what our shareholders
get in any case. It is our baseline strategy. So by
talking about that we tell the shareholders what they are going to get in
any
case. The second piece is they obviously would get more if we put
these two companies together. But we have not taken any decision
today beyond what is on the table. Whether we take a decision, and
what form that decision will take, we will take all of the time that we have
got
to do so.
Question
I
am just wondering whether the fact that you are highlighting your superior
performance relative to that of Rio is a tactic that you think will get the
Rio
board to the negotiating table?
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Marius
Kloppers
In
reality what has happened over the last month since we put our proposal on
the
table is that the value of Rio Tinto has obviously jumped quite dramatically
from, what is it, a 2.4 exchange rate implied just before our proposal, to
well
beyond the 3 that we have offered. People have spoken about absolute
value of these two stocks, but what we are trying to do today is just to
remind
everybody that this is all about relative value, and just highlighting to
people
what the relative contribution is that we are making. Obviously we
would be absolutely delighted to talk to the Rio Tinto management and
board. In fact we do not see any downside for them to talk to us
given that the market has responded the way that it has.
Question
Given
that that is the case and what you said earlier about the fact that both
sets of
shareholders have a clear understanding of the logic of the proposal, are
you
saying effectively that it is only the board that are blocking this thing
going
through?
Marius
Kloppers
We
are clearly very, very interested in talking to the Rio Tinto board and
management. While we have not had the privilege of talking to them,
we have clearly been communicated to, that they do not want to talk to us
at
this stage.
Question
Are
you saying that the Rio board is defying what its own shareholders are telling
it?
Marius
Kloppers
I
would not like to speculate on exactly what their decision-making process
has
been but I would like to take us back to where the market has
been. Since the time our proposal, the market has clearly valued, and
a lot of commentators have commented on the value to be unlocked
here. So I think it is an indisputable fact that there is value to be
unlocked here between this combination; value that cannot be unlocked without
a
transaction. So it is a little mystifying to us that we are not able
to talk about a transaction, given that everybody knows that this value is
here.
Question
You
came out today and, after Rio has gone to the takeover panel to invoke the
‘put
up or shut up’, and the first thing you have said, you reiterated your one for
three. Does that mean you’re ruling out raising your bid over
whatever deadline period the takeovers panel is about to rule on?
Marius
Kloppers
We
believe that our proposition is compelling. We note the way that the
Rio Tinto share prices have responded in response to our proposal. We
will elaborate again later on today that that is a quite massive uplift,
to
where the company was trading before the proposal. Really what I want
to talk about today is the relative contribution of BHP Billiton in such
a
combination and I really wouldn’t
like to speculate whether, or in what way, or if, indeed, we take any other
additional steps beyond the proposal that is on the table today.
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Question
A
quick follow up, just following on the question about Olympic Dam. I
know you said it is too early to have any capital out there. You have
outlined some different production steps here going forward but there is
no
timing on those that I can see. Can you give us any timing on
those?
Marius
Kloppers
We
have not given any updates to the various phases nor do I think we have given
any additional guidance to the dates of first production that we indicated
at
our last set of results. What is very clear is that we want to move
this into full feasibility during the course of next year, which I remind
people, for us, is a pretty profound step. By the time we get into
feasibility, we are really starting to go down the track of engineering,
getting
contracts in place and so on. We are nearing the end of all of the
drilling programmes and all of the conceptual flow sheets and so on and starting
down the next steps.
Question
Just
looking at the four sets of assets you have highlighted here, Rio Tinto
obviously believes they are stronger in iron ore. Olympic Dam, they
have concerns over and petroleum they do not want. They have already
said they have their own nickel business coming into production soon, which
is
probably going to be an equivalent level of production to the conceptual
level
you are talking about. How do you expect this series of assets here to change
anything in the mind of the Rio Tinto board?
Marius
Kloppers
I
would like to take us back to our long stated strategy which is unchanged.
That
long stated strategy focuses on large low-cost things. We have an
extraordinary focus just on big assets, the question I would ask back of
you is:
where would you expect to have the most certainty? In assets that are
large, simple, relatively low-levels of infrastructure, ore bodies that you
have
operated on for decades, in known territories with workforces in place, all
of
the regulatory environments in place. Or things where all of those
have yet got to be put in place? I think it goes to the head of our
strategy to say that we want to own the definitive ore bodies and then we
want
to make those operations really huge and of low cost. I want to
reiterate that simplicity – few, enormous, highly owned assets that are simple
to manage and very upstream.
Question
I
am wondering whether you would pursue with a bid if you did not first speak
with
the Rio board?
Marius
Kloppers
I
would not like to speculate on that. Clearly, we would like the market to
rethink the relative value that the two parties bring and just noting that
just
before we made our proposal that the Rio Tinto market cap was about half
of what
ours is. People seem to have over the last couple of weeks
forgotten
about that. But where we go to from here and if we go anywhere from
here, I really would not like to speculate on today.
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Question
Just
one other question. Of your total CAPEX over the last period that we
are talking about, since 2001, how much of that, in ballpark, would have
been
spent on petroleum, is it 30%? 40%?
Marius
Kloppers
I
do not have an exact figure for you but we can get back to you. I
will note that and make sure you get a call afterwards.
Question
A
question on iron ore, you talk about the expansion capacity of Port Hedland
from
a port point of view. Can you give some sort of guidance on your big
picture outlook for iron ore and how that can possibly match the conceptual
outlook that Rio has come up with? I think the last figure we have
for you only take us up to 300 million tonnes per year.
Marius
Kloppers
I
think we have obviously just outlined formally plans to go to 2015. I
think the crux of the matter that we wanted to make absolutely sure that
everyone understood today is firstly, when we talk about how that flows into
the
value of the two companies, we have to talk about the things that the companies
actually own. That highly owned piece is the first message that I
would like to leave you with. The second piece is simplicity and
scope. On balance we prefer fewer things, rather than more, as long
as they are large and create value. I think the whole presentation
about our iron ore business will show the nature of our ore
bodies. The fact that they are much larger in scale and the fact that
you can optimise a relatively simple set of infrastructure is actually a
huge
advantage. It is the same message at Olympic Dam, Cerro Matoso, the clustering
of all of these Petroleum assets in the Gulf of Mexico and Western
Australia. There is a consistent theme there of scale, simplicity and
manageability. We have not outlined plans beyond that
300 million tonne capacity but obviously we clearly indicate that, if
anything, our mineralization is superior, rail and port will not be a constraint
so we will take it from there.
Question
Are
you suggesting you will be able to match Rio from a conceptual point of
view? Obviously you are lagging behind by a couple of years but is it
foreseeable to see BHP producing 400 million tonnes plus by the end of next
decade for example?
Marius
Kloppers
We
would like to step back and examine that last comment a little bit. When
you
look at the growth rate of these two businesses, they have been very
similar. We see no reason why they are not similar going forward and
we have clearly indicated that, if anything, the way that our mineralization
is
configured and the quantum of mineralization actually, if anything, we believe
we have the superior business that is more or less where I would like to
leave
it.
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Question
Just
continuing on about the Pilbara, you have mentioned that at Port Hedland
you can
build the outer harbour but that is a fairly substantial piece of
engineering. Have you got any costings around that?
Marius
Kloppers
We
have not released any costings. We are obviously working on estimates
internally and since we have discussed this obviously with the WA government,
and a number of other parties. But I think as we indicated on our
site visits, there are a number of things that have to happen which are
well-advanced: double tracking the railway, the inner harbour optimisation
and
then the outer harbour. We are not at a point today to give you an
exact capital cost of the Harbour itself.
Question
Can
you give us a ballpark?
Marius
Kloppers
I
am unable to do so, unfortunately.
Question
I
was hoping you could elaborate within the context of the statement that was
released this evening, you say the company is considering its possible next
steps, could you be more definite there?
Marius
Kloppers
No,
I actually would be very reluctant do to so. Really the purpose of
today’s presentation is to talk about the relative value that we contribute to
this proposed combination, seen against a backdrop of a highly enthusiastic
market response. We will obviously take all of the time to get our
message out but I should reiterate that we are a disciplined company, we
are a
patient company, and we will take a decision, if any, in due
course when the time comes for that.
Question
You
do not feel under any pressure given yesterday’s development with that request
to the UK takeover panel, to get the ball rolling in terms of taking the
next
step?
Marius
Kloppers
I
am a very small cog in a large wheel, generations of management have worked
on
this. We have obviously crystallised something very, very interesting
which the market has received very well. There is no sense of urgency
at all on this side and again discipline and value is what we are all about
for
our shareholders.
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Question
You
say prospects are clearly superior in quantum and quality. Is the
implicit message there that this is close to your limit in the current
offer? Can you also comment on whether the ‘put up and shut up’ has
an impact on the ability to propose a scheme?
Marius
Kloppers
I
think we do talk about our growth prospects against a backdrop of an organic
growth profile that has delivered twice the growth rate of Rio
Tinto. That is what we want to emphasise that going forward our
strategy of simplicity, large assets and so on, there is no reason to believe
that we will not continue to perform. In terms of limits and where we
go to and so on, I think our only objective is to remind the market of the
relative contribution of these two companies which is what is important as
we
put this together.
The
proposal that is on the table is a scheme, as you note. A scheme
needs a recommendation from the other party. That recommendation
clearly has not been forthcoming to date. But I would really not like
to speculate what form and again, I am at pains to stress, if any, additional
steps we take beyond this. Can I just emphasise one thing as well: the growth
path we have outlined, iron ore, copper and uranium and nickel and especially
the petroleum growth path of 50% growth over the next couple of
years. Our shareholders get that, that is our baseline
strategy. So it is important for our shareholders to just be reminded
again of just what they own, just in the base case.
Question
Is
it not the case that ‘put up or shut up’ requires you to put something on the
table for Rio to respond to and this scheme requires support from Rio ahead
of
that? Is that not a problem if ‘put up or shut up’ mechanisms mean a
problem for the scheme or proposal?
Marius
Kloppers
That
is correct; but remember that a ‘put up or shut up’ requires us to put a
proposal, or not.
Question
You
mentioned there have been generations of managers involved in this and it
has
been on the table for a decade. Is it possible BHP will still be
doing this in a decade’s time?
Marius
Kloppers
We
believe that the market has responded so enthusiastically to this proposal
that
we would view it as a great pity if we cannot…For the first time we have
actually crystallised what the market thinks about this, what it thinks the
value is and so on and we have a very clear picture, and every market
participant has got a clear picture of what this means. That has not
been the case in the past. We are clearly several steps beyond where
we have been in the past. We would consider this as a great pity if
both sets of shareholders did not get that value this time
around. But at the end of the day we are value focused people and any
transaction that does eventuate out of this does need to be value creating
for
both sets of shareholders to be interesting.
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Question
How
damaging is it for BHP if this continues for another year or two?
Marius
Kloppers
Our
baseline strategy remains intact. The time that we have been able to
spend with our shareholders has given us a wonderful opportunity to talk
to our
shareholders about exactly what they own. I would say that we are
patient people. We have a base line strategy that we are executing
well, which is the basis of what we will highlight today, so we will take
the
time that is required here.
Question
I
just wanted to clarify on the takeover panel. You say you have had
some communication with them. Have they asked you to state what sort
of timeframe you are comfortable with in this ‘put up or shut up’
provision?
Marius
Kloppers
We
have had communication from them. The way that the process normally
works is that one puts a proposal to them. We have not done so, so we
are at the early stages of that process and there is no definitiveness around
this yet.
Question
You
said before, the ‘put up or shut up’ requires us to put a
proposal. You have been saying all alone that you had made that
proposal, this is a proposal. Are you saying that this proposal
satisfies the ‘put up or shut up’?
Marius
Kloppers
No,
let me clarify that: we have made a proposal. What the takeovers
panel requires is to make an offer. In the UK law under which this
would take place, is definitely a different thing so let me clarify that
if such
a request comes, we would have to decide to put an offer, or not, at that
time.
Question
Does
that mean that if the Takeover Panel requires you to ‘put up or shut up’
formally, that means that a scheme arrangement is ruled out?
Marius
Kloppers
Certainly
a scheme of arrangement, again, needs a recommendation by the other
party. Assuming that you could not reach agreement with the other
party before any deadline, which does not exist yet, I should note, you would
have to consider a different form of offer. We clearly have not done
so and I do not want to speculate what we would or would not do in that
case.
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Question
I
just noticed that the takeovers panel seems extremely busy in the
UK. A number of parties having a range of issues including possibly
industry consolidation which leads me to ask, are there other targets you
are
looking at? Are you risking losing opportunities here by pursing Rio
when they are refusing to engage at this stage?
Marius
Kloppers
The
way we look at our business is we have a baseline organic growth strategy,
one
that has served us extremely well over the last couple of years and has led
to
superior financial performance. That is the strategy that we are
pursuing day-to-day. This value-unlock that we can do with Rio Tinto
is really quite unique and comes on top of that. But I should
emphasise something I stated a month ago in terms of potential value creation,
the overlap the synergies and so on makes this proposal with Rio Tinto really
quite unique.
Question
I
just wondered, about this presentation, was it put together after you found
out
that Rio had gone to the takeover panel or is this something you had planned
to
do today anyway?
Marius
Kloppers
It
is very difficult to anticipate how things unfold in this, so obviously we
have
said we are going to use this period to talk to our shareholders, talk to
the
Rio Tinto shareholders, and what we want to especially do with this piece
today
was respond to the sort of absolute value piece that we have heard from the
market, and just move the market back and remind them that it is the relative
value and the relative contribution of the two parties. So I would
say that the ongoing communication campaign that we have had, today is really
just one step in that.
Question
So
you would have done this regardless of the UK.
Marius
Kloppers
We
would have absolutely communicated to all of our shareholders and Rio Tinto
shareholders on an ongoing basis regardless of what the takeover panel has
said.
Question
Hi
Marius, just a follow up on the potential complications of the ‘put up or shut
up’ scheme. Has anybody ever mounted a routine takeover offer as
opposed to a scheme offer for a DLC? Let alone a hostile DLC
offer.
Marius
Kloppers
To
the best of my knowledge there has never been an offer for a DLC so we are
talking about something which is quite unique. I am afraid that quite
exhausts the limits of my knowledge.
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Question
Have
you taken any advice on whether or not it is legally feasible?
Marius
Kloppers
We
have taken advice on all manner of things. I wouldn’t like to
speculate to comment on that.
Question
It
is pretty significant though, is it not? I mean if ‘put up or shut
up’ comes into play, it potentially shuts off the logical course of the
union.
Marius
Kloppers
Sorry
you will just have to repeat the last bit, you just fell out there.
Question
It
would be pretty significant, would it not if the ‘put up or shut up’ actually
threatens to shut off the logical course of this union.
Marius
Kloppers
We
can only agree. We can only agree that there is this massive amount
of value to be extracted. We would consider this as an act of – it
would be extremely sorry to see shareholders not have this value.
Question
Do
you think ‘put up or shut up’ threatens the deal by threatening the logical
structure of the deal to occur?
Marius
Kloppers
Well
it certainly moves things along, but we have said all along that we would
like
to engage with a set of shareholders and get a rational discussion
going. I think the thing that is a pity is that we do not see any
downside for the Rio Tinto management and board to engage with us, and sort
of
the ‘put up or shut up’ sort of puts, at some point in time, a deadline to
discussions of that nature. So from that perspective yes, it does
impose some sort of a deadline.
Can
we perhaps have two more questions, then we will have to call it a day on
this
side.
Question
You
have talked about how enthusiastic the market has been in response to the
takeover bid, but in terms of the steelmakers here in China, they are very
worried. They think that a merged entity would have more power to
actually limit production rather than produce more iron ore more quickly
as
you continually stated. In terms of competition concerns, have
you given any thought to perhaps undertaking to maintain certain iron ore
production levels over the coming years?
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Marius
Kloppers
There
are two parts to that question. I think the best way I can
answer the production issue is pointing at the track record. Growing
at twice the speed that Rio Tinto has, and we have stated that if we put
these
two companies together, we will get additional opportunities to accelerate
production. That is a very powerful calling card because it is based
on fact, it is based on a track record, and it is based on a strategy that
has
been unchanged. To invest throughout the cycle.
Question
But
you would also have more power to limit production, once the market does
enter
over-supply.
Marius
Kloppers
Our
strategy as a low-cost producer as we stated over the last seven years is
just
to invest, to grow market share, and to satisfy our customers with more volumes
in ever increasing ways. That will be our strategy going forward and
I am quite comfortable stating that on the record. We just want to
increase production and we have done at twice the rate that Rio Tinto has
over
the last six, seven years.
Question
In
the staged breakdown of the proposed expansion of Olympic Dam, you go into
perhaps more detail than you have done before in terms of looking at exporting
concentrate rather than exporting the smelted, refined ore. I just
wondered if that is a correct interpretation of the presentation, and if
it is,
what you expect the response will be from the state government to that
proposal.
Marius
Kloppers
Yes,
copper mines that make copper concentrates normally export them in the form
of
concentrates. That is normal. If you look at Rio Tinto’s
mines in North Parkes and so on and so on in Australia, that would be exactly
the case. That is really the nature of our proposal. Now
obviously if you look at those three stages, you’ll see that in stage one, we
would like, consistent with our strategy, to optimise the use of things that
are
already there. The smelter, we would like to debottleneck it as much
as possible. But beyond that, we would like to export this
concentrate. And I have been asked about radioactivity and so
on. You know, the material looks from that perspective; it is like
the smoke detector in your roof. It probably has more radioactivity than
what
you have here, so we do hope we can export this. We are obviously in
close contact with the South Australian government, and we look forward to
a
multi-decade investment program here to continue grow production
here.
Question
Do
you think that will mean less investment and fewer jobs in Australia if you
are
exporting ore straight rather than the smelted?
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Marius
Kloppers
We
think that this investment opportunity is absolutely enormous and as we have
drawn out this ore body and in particular as the world’s appetite for clean
energy has grown against the backdrop of CO2 concerns, I mean I think we
have
consistently upgraded both from a market perspective and from an ore body
perspective… what investments are going to be required here. So if I
think where we stand today, our view is for much more investment than we
might
have envisaged two or three years ago, and more investment on average means
more
value for Australia and certainly for the state of South Australia.
I
think we have to conclude there, we are just about out of time. Thank
you all for attending at very short notice, we appreciate during these busy
times that you could make the time available. I encourage all of you
to continue to engage with us and to follow our presentation a little later
today. To those of you in Australia, good night, and to all of the
others that have attended, thank you very much.