|The new entity will also be given $US2.2 billion of BHP Billiton's debt, in keeping with the company's promise to ensure the new company begins its life with a small and manageable debt load.|
The company that will be spun out of BHP Billiton later this year will return at least 40 per cent of its underlying earnings to shareholders in the form of dividends, according to information on the demerger revealed this morning.
Dubbed South32, the new entity will begin its life with about $US2.2 billion ($2.9 billion) of balance sheet items, in keeping with the company's promise to ensure the new company begins its life with a small and manageable debt load.
About $US1.5 billion of that will be closure and rehabilitation provisions, along with $US674 million of net debt.
Some of BHP's biggest shareholders had urged the miner to give South32 no more than $US1 billion of net debt, so the details announced today were welcomed by institutional investors.
Australian Foundation Investment Company is the eleventh biggest holder of BHP's Australian stock, and managing director Ross Barker praised the low debt levels.
"That is a good thing, those resources (bound for South32) are fairly volatile so you wouldn't want a large debt on a potentially volatile company," he said.
"We are encouraged to see a 40 per cent dividend payout policy too ... on top of the fact BHP will be keeping their progressive dividend."
BHP shares were 25 cents higher at $29.65 around midday.
The man who will serve as South32's first chief executive, Graham Kerr, said the low debt levels were very important given the current market conditions.
"One thing the market often underestimates is the impact and the risk that comes with leverage, we have really thought deeply about what the balance sheet of South32 should be and we think it is at the appropriate level to allow us to fulfill the strategic priorities we think are important," he said.
RBC Capital Markets analyst Chris Drew said the total liabilities were "in line" with the guidance from BHP.
"It is a very manageable balance sheet. The targeted payout ratio of 40 per cent is also within the range the market was anticipating," he said.
BHP's net debt will reduce slightly as a result, and BHP chairman Jac Nasser urged shareholders to vote in favour of the demerger in May.
"Having assessed a number of alternatives, the BHP Billiton board considers the demerger to be the preferred approach to achieving simplification of our portfolio and maximising shareholder value. The board unanimously recommends that shareholders vote in favour of the demerger," he said in a statement.
BHP was unable to confirm how the new company would manage its franking credit balance, saying only that South32 would distribute its dividends with the "maximum practicable franking credits".
South32 is expected to list on the ASX, the London Stock Exchange and the Johannesburg Stock Exchange before the end of the financial year, and BHP has hinted it will be primed to pursue investment and acquisition opportunities almost immediately.
The new company will start life with a $US1.5 billion revolving syndicated bank facility to ensure liquidity.
When asked about what sort of new investments South32 would be interested in, Mr Kerr said the company had to crawl before it walk, and walk before it could run.
The 11 operating assets bound for South 32 include the coal mines of Illawarra and South Africa, the manganese assets strewn across the southern hemisphere, the Cerro Matoso nickel mine in Colombia, the aluminium division and the Cannington silver, lead and zinc mine in Queensland.
BHP estimates those assets would have generated a combined $US8.3 billion of revenue in the 2014 financial year, and would have been cash generative over the past three years.
RBC speculated recently that the demerger was a good idea, but was increasingly poorly-timed given the price collapse in some of BHP's major commodities.
But BHP chief executive Andrew Mackenzie said on Tuesday that productivity measures were more important during times of weak commodity prices.
"I can't think of a better time to do this transaction," he said.
In a recent interview, Colonial First State Global Asset Management resources portfolio manager Todd Warren said he believed the demerger still made sense despite the fall in commodity prices.
"The South32 business is much more non-OECD in its concentration and certainly does require a greater percentage of management time, so from that perspective only you can argue its a positive for BHP to simplify its business to more simple businesses to manage," he said.
Shareholders will get a chance to vote on the demerger plan on May 6.
The demerger will require $US738 million of one-off costs, such as stamp duty and fees to investment bankers such as Goldman Sachs, but Mr Mackenzie said that was "good value for money from a superb cast of advisors" whose efforts had been "herculean".
The likes of KPMG, Grant Samuel, Herbert Smith Freehills and Ernst & Young also played advisory roles on the mammoth demerger task.
In documents published today, BHP said those one-off costs would be paid back very quickly.
"We expect the value of the cost savings arising from portfolio simplification alone to more than offset the demerger's one-off transaction costs," the company said.
Beyond the demerger, BHP has today revealed a plan to cut its pre-tax cost base by a further $US100 million, with 90 per cent of the task to be complete by June 30, 2017.