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SIMS LIMITED — AGM Information 2007
Nov 20, 2007
65780_rns_2007-11-20_b3436609-16b8-4d2a-961b-93dc5602fcf8.pdf
AGM Information
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ANNUAL GENERAL MEETING 2007 CHAIRMAN’S ADDRESS
Ladies and Gentlemen,
The 2007 financial year was yet another successful year for Sims Group.
The Company achieved a record financial result, with net profit after tax of $254 million, up 29% on the previous year and sales revenue up 48% to $5.6 billion. The result was achieved through sales of 9.6 million tonnes of material, up 24% on the previous year.
All of our regional metal recycling businesses, as well as Sims Recycling Solutions, performed well. The fourth quarter result was particularly strong, with net profit after tax of $78.9 million, following a rebound in global ferrous prices and a greatly improved contribution from our North American operations.
Earnings per share at 203.6 cents represented a 17% increase on the previous year and the directors determined that a final dividend of 60 cents per share (51% franked) be paid, providing shareholders with a 2007 financial year total dividend of 120 cents per share (54% franked), up 14% on the previous year.
The Company made significant progress during the year in pursuit of its goal of becoming the world’s leading recycling company. We now have 166 operations globally, up from 122 at the end of the previous year.
The year saw the completion of the operational and management integration of the former Hugo Neu business. Corporate culture has been enhanced, with a strong, unified link developed between two formerly independent companies, resulting in the valuable transfer of knowledge and expertise.
We announced a number of transactions during the year, the most significant of which was the formation of a joint venture with Adams Steel in Southern California, which commenced on 1 September 2007. We acquired Cymru Metals Recycling, a well established metal recycling business in South Wales in the UK and, in Australia, Menzies Metals in Victoria. We also made three key acquisitions to bolster the SRS business: the end of life recycling assets of Noranda in North America; the Chicagobased United Recycling Industries; and Metall + Recycling, one of Germany’s most innovative electrical and electronic equipment recycling specialists. The Group Chief Executive will discuss these transactions further in his address.
Sims Recycling Solutions again delivered a strong and growing contribution to revenue and profits in fiscal 2007. EBIT of $66.9 million was up 82% on fiscal 2006, and fourth quarter EBIT represented 16.1% of the Group’s overall EBIT, net of corporate costs,
which I am sure you will agree is a tremendous achievement from a business which was only launched in 2003.
We welcomed Mitsui & Co., Limited of Japan as a substantial cornerstone investor after it acquired a 19.9% shareholding in the Company from Hugo Neu. We have some executives from Mitsui attending our AGM today and I particularly would like to welcome them. Mitsui has been extended the same board designation rights previously enjoyed by Hugo Heu, namely one director for as long as it holds at least 5% of the shares on issue in the Company, and another independent director for as long as it holds at least 15%. Subsequently, we were very pleased to announce the appointment of Mr Mike Iwanaga and Mr Christopher Renwick AM, as non-executive directors of the Company. Messrs. Renwick and Iwanaga both bring to Sims Group broad resources experience with prestigious global organisations. Mr Renwick was previously employed by the Rio Tinto group for over 35 years and Mr Iwanaga was previously employed by Mitsui for over 40 years.
Without doubt, the most significant event since our last annual general meeting was the announcement, in September, of our proposed merger with US-based, Metal Management, Inc. This is a very exciting initiative for the Company. If the merger proceeds, it will consolidate our position as the world’s largest listed recycling Company and will create the largest metals recycling business in North America, building on the acquisition of the recycling operations of Hugo Neu in October 2005.
As part of the merger process, we expect to file the combined registration and proxy statement with the Securities Exchange Commission in the US within the next week. Following SEC review, the registration and proxy statement will be sent to Metal Management shareholders, who will vote on the merger at a meeting expected to occur in the first quarter of calendar 2008.
Completion of the merger is conditional upon a number of regulatory approvals, including US anti-trust clearance which has now been received. Assuming the proposal receives the support of Metal Management shareholders, and we receive remaining regulatory approvals, it is expected that the merger will be completed shortly thereafter.
Your directors remain committed to the Australian market and there are no plans to delist Sims in Australia following the merger. We are very confident that the merger will create significant value for both Sims Group and Metal Management shareholders. The Group Chief Executive will discuss the merger in greater detail later.
The success of the Company’s growth strategy is reflected in the increase in shareholder value that has been created. Boston Consulting Group reported in May that Sims has achieved a total shareholder return growth over the previous five years of 35.7% per annum, making it, on that measure, the ninth best performer on the Australian Stock Exchange over that period.
I would like to turn now to the very important matter of dividend policy post the Metal Management merger. There will, obviously, be some impact on the Company’s ability to frank future dividend payments, given that a higher proportion of the Group’s earnings will be generated from offshore. At the outset, we contemplate that we will return to shareholders through dividends something in the order of 45% to 55% of net profit after tax. We will, however, if the merger proceeds, evaluate all means available to the Board to most effectively provide returns to shareholders. This will include not only dividends, but also share buy-backs and other capital management alternatives. Indeed,
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depending upon market conditions, we will contemplate a buy-back after the merger has been completed.
Before we move to the Group Chief Executive’s address and the formal business of today’s meeting, I would like to specifically mention two very important items of business which shareholders will not be required to vote on today.
The first is, in light of the proposed merger with Metal Management and the new arrangements for the Board, the retirement of two of our non-executive directors, Mr Geoff Brunsdon and Dr Robert Every.
Geoff has been a director of your Company since 1999 and since then has been a splendid contributor, particularly with regard to the financial aspects of the Group’s expansion strategy.
Bob joined us on the Board shortly after he retired as Chief Executive Officer of OneSteel in 2005. His industry background and experience has served us extremely well during a period of rapid growth, and his contribution as Chairman of our Safety, Health, Environment and Community Board Committee has been invaluable.
On behalf of all shareholders here today, I thank them both and wish them all the best in their future endeavours.
Second, it would not be appropriate to close my address without acknowledging the extraordinary efforts of our Group Chief Executive, Jeremy Sutcliffe, and our Executive Director, Finance & Strategy, Ross Cunningham, in steering the Company to deliver the results that it has for all shareholders over many years. As many of you will be aware, Jeremy will step down as Group Chief Executive and Ross will step down as the Company’s Chief Financial Officer, after completion of the Metal Management merger. The good news is that shareholders will continue to benefit from both Jeremy’s and Ross’ knowledge and experience, as Executive Directors, after the merger is completed. Jeremy will have executive responsibilities for Australasia, Europe and our global Sims Recycling Solutions division, reporting to the Board, and Ross’s initial responsibility, as Executive Director, will be to focus on the Company’s post merger integration strategy.
These changes reflect nothing more than the fact that, following the merger, over 60% of the earnings of the combined business will be generated in North America and approximately 75% in the Northern hemisphere. It is anticipated that most of the future growth opportunities for the combined business will be in North America. Given this, it is very important that the key CEO and CFO functions are located within the North American time zone.
Finally, I would like to thank all of the Company’s executives for their splendid efforts throughout the year and, in many cases, over a great many years. In what is Sims Group’s ninetieth year, all employees, past and present, can be justifiably proud of what they have achieved personally and for the shareholders of Sims, I look forward to our employees’ continuing commitment and effort as the Company moves to the next exciting stage of its journey to becoming the world’s leading recycling company.
ENDS
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ANNUAL GENERAL MEETING 2007 GROUP CHIEF EXECUTIVE’S ADDRESS
21 November 2007
Good Morning Everyone,
Thank you for coming to hear about Sims Group’s fiscal 2007 performance and our latest news.
Today, I will talk briefly about the year that has passed and reflect a little on our history, in this our 90[th] year. My main focus will, however, be on the future and our strategy for moving the Company forward at a time when both the opportunities we see, and the challenges we face, are changing and evolving more rapidly than ever before.
Before dealing with any of these issues, however, I want to talk about safety, as this is, and must be, our number one priority.
Over the past few years, we have been pleased with, but have not become complacent about, the progress made in our safety performance. By industry standards it is commendable, but we still fall short of world “best practice”. In fact, the reduction in our lost time injury rate plateaued in fiscal 2006 and has since reversed slightly. Tragically, a fatality occurred in the United Kingdom during the year. Our response included a stop work meeting for all employees on 26[th] September, at the same hour around the world, to promote our “Never Again” campaign. Similar themes will be adopted in the year ahead, all as part of the redoubling of our health and safety commitment.
Sustainability is increasingly relevant in the world today. Shareholders will appreciate that Sims is truly one of Australia’s most sustainable companies by the very nature of our business. Not only do we minimise the land filling of unwanted end of life products and material, but their recycling achieves enormous energy savings, compared to the production of steel and other metal and plastic products using virgin material.
We are also closely monitoring the Group’s direct carbon footprint. Minimising our energy consumption not only makes good environmental sense, it also makes good business sense, particularly in the context of ever escalating oil and electricity prices. Our joint venture renewable energy company, LMS, already generates sufficient tradeable carbon offsets to render Sims carbon neutral, should we elect to retire our share of these offsets rather than profit from their sale, and purchase a portion of those attributable to our partner.
The Chairman has already outlined the strategic initiatives completed during the year and I would add the following comments. In North America, the focus was primarily to complete the integration of the Hugo Neu business, acquired in fiscal 2006, from both a management and operational perspective. After some turbulence, not uncommon in bringing together management teams from differing corporate cultures, we established a stable senior management team and then focused on identifying any structural weaknesses within the merged businesses. This led to the merger of our Southern Californian operations with Adams Steel on a 50/50 basis. Sims’ former business was centred around its deep sea facility in Los Angeles whereas the Adams business had a broader regional presence in Southern California. By combining the two businesses, we have created a much stronger vehicle – one that is better able to combat the increasing threat of containerised ferrous exports in that region. In the United Kingdom and Australia, a number of small bolt-on acquisitions consolidated our position in critical regional markets. Sims Recycling Solutions continues to evolve as a business. The acquisitions the Chairman referred to positioned Sims as one of, if not the, largest e- recycler in both Europe and North America. Market dynamics have changed, particularly in Europe, where competitive pressures have reduced the “fee for service” component of our revenue. This is being offset by higher volumes and enhanced materials recovery. The focus is now also on providing further value adding end of life product management services “up the chain” before the physical recycling takes place.
Before turning to the future, I would like to comment on our history. You will all have received a copy of our publication “90 Years of Recycling” when you arrived today. I hope that you, as our shareholders, will enjoy the book. When you read it, you will realise that none of our achievements would have been possible without the men and women who have worked for Sims over the 90 years since 1917. I would like to thank all employees past and present for their contribution and to take the opportunity today of introducing to you some of our employees who have achieved 40 or more continuous years of service with the Company. As I read your name guys, I would like you to stand up –
J ohn Bangle, Herbert “Herbie” Brown, Carmelo “Charlie” Bulzomi, Russell Chant, Ross Cunningham, Sydney Harbour
While history is very important, today is all about the future. Sims’ proposed merger with Metal Management Inc., one of North America’s leading metal recyclers listed on the New York Stock Exchange, is the most exciting development for the Company since I became Group Chief Executive. The merger will create the largest listed metal recycler in the world by both market capitalisation and volumes handled, and create North America’s largest metal recycler. Importantly, it satisfies all of the strict transaction criteria which the Company has developed over recent years. In particular, the merger delivers an unparalleled platform for future growth in the world’s largest reservoir of recyclable material – North America. Metal Management operates in 17 States across North America and last year handled nearly 6 million tonnes of material. It has demonstrated an impressive growth in volumes, earnings, share price and return on assets, with the exception of 2006, the lessons of which have been well learnt. By market capitalisation, based on Monday’s share price, the combined group will have a market capitalisation of $4.9 billion and, based on fiscal 2007 volumes, handle in excess of 15 million tonnes per year. The management team will be extremely strong, but the merger will involve my stepping aside as Group Chief Executive. My replacement, Dan Dienst, the Chairman of Metal Management, will be standing on this podium next year
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and I can tell you he is a capable, strategic thinker who will be better able to roll out our growth strategy in North America from his base in New York. I look forward to concentrating on chairing our Australasian and the European businesses and driving forward our global strategy for Sims Recycling Solutions.
Turning back to the merged group, as this slide shows, our combined operations in North America will deliver a greater balance in our business between export and domestic sales. Based on fiscal 2007 numbers, we will have a 60/40 export/domestic sales ratio compared to the current approximate 80/20 ratio. In terms of earnings across the Group, North America is likely to account for more than 60% of EBIT and the Northern Hemisphere combined EBIT, in excess of 75%. This fact underlines the need to relocate our corporate office and executives to where the action is. Important to the creation of shareholder value will be the achievement of the synergies which have been identified. These have been estimated at US$35 million and delivering them will be one of the principal objectives of Dan Dienst and his team over the first 6-12 months following the merger.
As the Chairman has told you, we remain committed to our Australian domicile and our primary listing on the Australian Stock Exchange. It is important, however, that Metal Management’s former shareholders have the ability to trade in Sims shares in their own market and own time zone. For this reason, they will receive American Depositary Receipts in lieu of ordinary shares, which will be fully tradeable on the New York Stock Exchange.
I would now like to conclude my address by making a few comments on the current market and the outlook for your Company. Over fiscal 2007, shareholders have enjoyed an increase in Sims’ share price from $20 to $26.50, a rise of 32%, co-incidentally the same percentage rise as over the 12 months since our last Annual General Meeting. Our share price has, however, been subject to the same volatility that our industry experiences and, as this slide indicates, Sims’ share price has been significantly more volatile than the S&P/ASX 200 index. Those of you who have been shareholders over many years have become used to fastening your seat belts during periods of volatility. Recognising that fluctuations in currency, commodity prices and freight are beyond our control, I am nonetheless firmly of the view that the management of your Company has steered the ship through the cycle, to the optimum extent possible, to maximise achievable returns for shareholders.
The volatility in our earnings was demonstrated in our first quarter result which saw net profit after tax of $57.3 million, down 16% on the first quarter last year. Trading conditions were particularly turbulent with the acceleration of container shipments of ferrous scrap, record high bulk ocean freight rates and new shredding capacity all putting pressure on margins. This pressure was compounded by a weak US dollar which adversely affected Australasian and European earnings as well as Group earnings on translation of overseas earnings back into reportable Australian dollars. This turbulence has spilled over into the second quarter although the measures put in place to counteract these challenges are already having a positive impact. We have ourselves become one of the world’s largest, if not the largest, exporter of ferrous scrap by containers to take advantage of the cheaper rates on offer and continue to progress our strategy of securing yet more material directly at source. Taking all of this into account, second quarter net profit after tax is expected to be in line with last year and, accordingly, first half net profit is likely to be in the range of $105 – 115 million.
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A positive indicator is that the global environment and demand for metals remains strong, steel inventories in the US are at historic lows and imports of steel products into the US are decreasing, due in most part to currency issues. We anticipate that the utilisation rates of US steel mills will increase in the first quarter of 2008 and that this will be matched by increases in Turkey and the Far East.
Also, perhaps in reaction to the high spot prices of iron ore, we have sold our first bulk cargoes of ferrous scrap to China in over a year. The likely increase in the price for iron ore following this year’s annual negotiations is another important indicator of the future trends in scrap prices in 2008.
Another positive is that we will also be embarking on an extensive series of technology upgrades of our shredders aimed at improving our metallic and plastic yields yet further. This is a truly exciting opportunity, which you will hear more about this next year.
So, add to this the anticipated completion of the merger with Metal Management, and there is plenty to look forward to.
This is my sixth and last Annual General Meeting as your Group Chief Executive and I would like to thank you, the shareholders, the Chairman and Board of Directors and perhaps most importantly my colleagues throughout the Group for the support they have given me during my tenure of office.
Thank you very much.
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