Exhibit
99.1
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17 May 2011
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For
analyst and media enquiries please
call Sean OSullivan on: (02) 8274 5239 |
James Hardie announces the resumption of capital
management activities and a simplification of its corporate
structure
James Hardie announced today that it has adopted a capital management policy to distribute
between 20% and 30% of profits after tax (excluding asbestos adjustments, which are substantially
of a non-cash nature in the short-term) in the form of ordinary dividends and to conduct a more
active approach to capital management which is likely to see the company buy-back or issue shares
as the companys capital needs dictate.
James Hardie expects to resume paying dividends starting with an interim dividend to be paid
following the November 2011 announcement of the companys second quarter results. There is expected
to be a further dividend following the May 2012 announcement of the companys final results for
fiscal year 2012.
In accordance with this policy, James Hardie also announced today that it will be seeking to
acquire up to 5% of the companys issued capital via an on-market share buyback during the next
twelve months.
After careful consideration and in seeking to create a more optimal capital structure, the Board
is pleased to announce the resumption of an active approach to capital management said James
Hardie Chairman, Michael Hammes.
This opportunity arises because of the companys ability to generate strong cashflows, and thereby
reduced debt levels, despite the continuing challenging operating environment, particularly in the
USA added Mr Hammes.
James Hardie notes that as at 31 March 2011 it had an unaudited net debt position of US$40.4
million, a decrease of US$94.4 million from net debt of US$134.8 million as at 31 March 2010.
The effect of the policy announced today, in addition to James Hardies ongoing obligation to make
contributions to the Asbestos Injuries Compensation Fund (AICF), is that the company expects to be
distributing a significant portion of its operating surplus each year in the form of ordinary
dividends and share buy-backs. In circumstances where the company determines that share buy-backs
are not attractive, special dividends may be considered as an alternative.
James Hardie Industries SE, ARBN 097 829 895
Incorporated in Ireland, with registered office at Second Floor, Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and registered number 485719. The liability of its members is limited.
To facilitate the ability to access and distribute surplus cash flows of the companys operating
subsidiaries more efficiently (including for the purpose of making periodic contributions to the
AICF), James Hardie has commenced an internal reorganisation involving simplification of the
companys corporate structure including some of the arrangements which were previously part of its
Netherlands domicile. As part of this restructure, the company will incur a tax charge of
approximately $32.6 million which will be included in the fiscal year 2011 accounts and will be
payable in fiscal year 2012.
This charge will not impact the contribution to the AICF in July 2011, although it is likely to
reduce the contribution to the AICF in July 2012 by up to US$11.4 million.
The company will release its final results for fiscal year 2011 on Thursday, 19 May 2011.
End
Disclaimer
This Media Release contains forward-looking statements. James Hardie may from time to time
make forward-looking statements in its periodic reports filed with or furnished to the United
States Securities and Exchange Commission on Forms 20-F and 6-K, in the annual reports to
shareholders, in offering circulars, invitation memoranda and prospectuses, in media releases and
other written materials and in oral statements made by the companys officers, directors or
employees to analysts, institutional investors, existing and potential lenders, representatives
of the media and others. Statements that are not historical facts are forward-looking statements
and such forward-looking statements are statements made pursuant to the Safe Harbour Provisions
of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements
include:
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statements about the companys future performance; |
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projections of the companys results of operations or financial condition; |
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statements regarding the companys plans, objectives or goals, including those relating
to its strategies, initiatives, competition, acquisitions, dispositions and/or its products; |
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expectations concerning the costs associated with the suspension or closure of operations
at any of the companys plants and future plans with respect to any such plants; |
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expectations that the companys credit facilities will be extended or renewed; |
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expectations concerning dividend payments and share buyback; |
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statements concerning the companys corporate and tax domiciles and potential changes to
them, including potential tax charges; |
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statements regarding tax liabilities and related audits, reviews and proceedings; |
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statements as to the possible consequences of proceedings brought against the company and
certain of its former directors and officers by the ASIC; |
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expectations about the timing and amount of contributions to AICF, a special purpose fund
for the compensation of proven Australian asbestos-related personal injury and death claims; |
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expectations concerning indemnification obligations; |
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statements about product or environmental liabilities; and |
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statements about economic conditions, such as the levels of new home construction,
unemployment levels, the availability of mortgages and other financing, mortgage and other
interest rates, housing affordability and supply, the levels of foreclosures and home
resales, currency exchange rates and consumer confidence. |
Words such as believe, anticipate, plan, expect, intend, target, estimate,
project, predict, forecast, guideline, aim, will, should, continue and similar
expressions are intended to identify forward-looking statements but are not the exclusive means
of identifying such statements. Readers are cautioned not to place undue reliance on these
forward-looking statements and all such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements.
Forward-looking statements are based on the companys current expectations, estimates and
assumptions and because forward-looking statements address future results, events and conditions,
they, by their very nature, involve inherent risks and uncertainties, many of which are
unforeseeable and beyond the companys control. Such known and unknown risks, uncertainties and
other factors may cause the companys actual results, performance or other
James Hardie Industries SE, ARBN 097 829 895
Incorporated in Ireland, with registered office at Second Floor, Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and registered number 485719. The liability of its members is limited.
achievements to differ
materially from the anticipated results, performance or achievements expressed, projected or
implied by these forward-looking statements.
These factors, some of which are discussed under Key Information Risk Factors beginning on page
6 of the Form 20-F filed with the US Securities and Exchange Commission on 30 June 2010, include,
but are not limited to: all matters relating to or arising out of the prior manufacture of products
that contained asbestos by current and former James Hardie subsidiaries; required contributions to
AICF, any shortfall in AICF and the effect of currency exchange rate movements on the amount
recorded in the companys financial statements as an asbestos liability; governmental loan facility
to AICF; compliance with and changes in tax laws and treatments; competition and product pricing in
the markets in which the company operates; seasonal fluctuations in the demand for our products;
the consequences of product failures or defects; exposure to environmental, asbestos or other legal
proceedings; general economic and market conditions; the supply and cost of raw materials; the
success of research and development efforts; the potential that competitors could copy our
products; reliance on a small number of customers; a customers inability to pay; compliance with
and changes in environmental and health and safety laws; risks of conducting business
internationally; compliance with and changes in laws and regulations; the effect of the companys
transfer of its corporate domicile from The Netherlands to Ireland to become an Irish SE including
employee relations, changes in corporate governance, potential tax benefits and the effect of any
negative publicity; currency exchange risks; the concentration of the companys customer base on
large format retail customers, distributors and dealers; the effect of natural disasters; changes
in the companys key management personnel; inherent limitations on internal controls; use of
accounting estimates; and all other risks identified in the companys reports filed with
Australian, Irish and US securities agencies and exchanges (as appropriate). The company cautions
that the foregoing list of factors is not exhaustive and that other risks and uncertainties may
cause actual results to differ materially from those in forward-looking statements. Forward-looking
statements speak only as of the date they are made and are statements of the companys current
expectations concerning future results, events and conditions.
James Hardie Industries SE, ARBN 097 829 895
Incorporated in Ireland, with registered office at Second Floor, Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland and registered number 485719. The liability of its members is limited.