CAC VIII: ITEM H - VEDNESDAY 28TH SEPTEMBER Group Investment Strategy 1983 Introduction 1. The purpose of the Group Investment Strategy paper is to propose strategies for achieving B.A.T Industries' long term objectives. 2. After discussion and agreement by the Board, the paper will be used as the basis for developing B.A.T Industries' Guidelines for each Operating Group and for the other business units reporting, directly to the centre. A draft of these Guidelines will be presented for discussion and agreement at the October meeting of the Board. 3. In addition to the strategies that win be implemented through operating Groups there Will also be a need for action to be initiated and progressed in the Centre. This aspect of B.A.T Industries' strategy is also considered in the paper presented here. 4. The information base for the Investment Strategy has already been presented to the Board in the Furure Business Environment paper in June and in the Group Financial Forecast and Group 10 Year View papers in July. 5. The main conclusions from these papers can be summarized as follows:- (a) There can be cautious optimism about the prospects for world economic growth and, although the underlying financial imbalances will restrict the abilities of governments to achieve rapid growth, the present modest recovery is expected to be sustained. However, it will still be necessary to prepare for a normal cyclical downturn in worldwide activity in 1985. In addition, there will be continuing vulnerability to major crises which could erupt, especially in Latin America and the Middle East. Hence, B.A.T Industries' strategies and plans need to be sufficiently robust to be able to withstand these adverse factors. (b) Although considerable progress has been made in formulating plans to improve current levels of performance, the strategic review of the Tobacco activities and of the existing non-Tobacco activities have so far failed to show prospects for sustained profitable growth on a scale sufficient to meet B.A.T Industries' objectives. (c) in addition, the studies of potential new B.A.T Industries' activities, which were initiated last year, have not yet reached a staSe where it is possible to identify specific alternative opportunities for investment. (d) The review of resource availability suggests that rigorous action will be needed to provide B.A.T Industries with the capability to make the major investments which are thought to be necessary to lay the foundations for satisfactory long term development. 6. It is against this background that the strategy proposals have been made. CD CD co BAT Industries document for Province of British Columbia 22 April 1999 2 Group Investment Strategy: overview I. The strategist proposed In this paper reflect a view that there is a need to reshape the Group and that the main moves in this reshaping should be completed over the next 2-3 years. 2. The ain will be to move towards a Group consisting of a small number of major-intzrasts, each made up of activities which are closely related and which have complementary strengths. 3. It will also be a requirement that each of the businesses within the Group should have satisfactory cash characteristics and that a high proportion of the Group's activities should be in leadership positions 'in profitable growth markets or market segments. 4. in order to achieve the portfolio of activities that is required it will be necessary to accelerate the identification of suitable investment opportunities both in activities related to existing businesses and in new areas of activity. 5. At the same time it will also be. necessary -to improve the availability of the resources required to fund-investment. Particular emphasis will be given to:- (a) Increasing the net cash flow from Tobacco; (b) Divesting unprofitable businesses; (c) Divesting other businesses which do not fit with the long term plans for the Group. 6. In addition to providing an additional source of funds, the divestments will also result in a reduction in the total number and disparity of the businesses within the Group. 7. It is proposed that there should be a reversal of the previous policy which aimed to obtain a broad spread of activities in each element of- the Group. In future, the &in should be to put most emphasis on expanding the more successful activities within an Operating Group even though this may result in some businesses, or even whole Operating Groups, becoming dependent on a narrow range of products or activities. S. GeoSrapbLically, a high priority will continue to be given to improving the returns in the UK and European based businesses. 9. In the USA, priority will need to be given to cash generation and to the further development of the long term strategy for BATUS, including accelerated investment in retailing. 10. There will be continuing emphasis on broadening the industrial base in Latin America and the East Asia/Pacific Basin region by identifying suitable non-Tobacco investments. However, it may be necessary to carry out more work at the Centre to determine which industrial sectors should be preferred before pressing for the identification of specific investment opportunities at regional level. Pi CZ) 11. Investment opportunities in Africa and in the Indian sub-continent will E be dealt witb on an individual basis. co 00 13AT Industries document for Province of British Columbia 22 April 1999 3 Strategies for the Existing Businesses Tobacco I. Although there should be a continuing objective to develop International Brands and to maintain and expand domestic market shares, rigorous -ost/benefit analysis should be applied to all expenditure. Growth objectives should be pursued only as long as satisfactory returns can be guaranteed on incremental as wall as total expenditure. 2. Despite the limitations an production and-marketing expenditure, R & D expenditure should be maintained at a level sufficient to at least keep pace technically with major competitors. 3. Improving or at least maintaining profitability should continue to be given a high priority. Particular emphasis should be given to improving asset productivity and there should be a specific objective to reduce leaf stocks by 10% over the next 2 years. 4. Priority should be given to improving the returns from the European Tobacco businesses. An overall plain covering all these activities should be prepared and implemented. 5. The review of the strategies and plans for the UK market should receive a high priority and should be completed by the and of 1983. Retailing 1. In the USA, the first priority should be to improve the returns in the existing businesses, with particular emphasis on the Marshall Field activities and Kohl Department Stores. This should also apply to Gimbals, where the aid should continue to be to improve performance without major new investment. The divestment of Kohl Food Stores should be completed. 2. BATUS have work in hand to identify the real growth potential in retailing in the USA. The sin of this work should be to develop firm proposals for the optimal size and range of activities that should be established, including entries to new market segments and the development of new concepts. 3. In Germany, the Borten situation must be resolved by the and of 1983, either by agreeing a satisfactory long term plan for this activity or by divestment. 4. In the UK, Argos should continue to be developed to its full potential. By the end of 1983, proposals will be developed for a strategy to develop the Group's interests in UK non-food retailing to a size where they can make a significant contribution to Group trading profits (i.e. C502 5. A high priority should be given to reviewing the longer term options far the Group in UK Food Retailing, including divestment. 00 co 00 BAT Industries document for Province of British Columbia 22 April 1999 4 Paper I Wiggins Teape should share fully in the expansion of the market for Carboulass but should seek to achieve this with a xi-i-t- of now invostuent in base-paper capacity. 2. The achievement of improved levels of performance in the UK should continue to receive a high priority both in Carboulass and in other activities. 3. Although there should not be an explicit objective to reduce the dependence on Carbouless, other investment opportunities should continue to be sought. The current proposals for expanding Wiggins -Teapo's werchanting and converting activities should be developed further. 4. In the USA, Appleton should also seek to pursue growth in Carbouless without a major investment in new base-poper capacity, unless this can be achieved on favourable. terms through acquisition. Further consideration will be given to the long tern future of BATUS within the paper iladustry, taking into account the returns that can be earned and the opportunities open to the Group. S. Further consideration is being given to expanding the existing paper .operations in Brazil by integration within Souza Cruz, followed by further invostuout. Firm proposals will be developed during 1983. 6. The Group should aim to bacoma the major shareholders in Aracruz. If this is not possible, the desirability of continuing with this investment should be reconsidered. Printing and Packaging 1. It was agreed In last y*ar's investment strategy that before the and of 1983, B.A.T Industries needs to determine whether or not the Group has a future in printing and packaging. 2. Key issues to be considered will be the overall profitability of the industry and the profit potential and growth prospects of the Group's existing activities. It will also be necessary to determine whether, after divestment of businesses which cannot moot the Group's objectives, HPI has sufficient potential to Justify, its continuing existence as a separate Operating Group. 3. The main options to be considered are: (a) To continue with a reshaped M; (b) To divest many of the existing businesses but to continue with certain individual operations (*.&. rigid plastics) which can then be transferred to other Operating Groups; (c) To attempt to dispose of the whole of HPI. PQ OD C) co BAT Industries document for Province of British Columbia 22 April 1999 Cosmetics I. The current strategy is to consolidate and develop existing activities but to reinforce these by minor acquisitions where these can be funded within the existing Debt:Bquity limits. 2. BAC is expected to grow slowly and will continue to represent only a relatively small contribution to the Group's profits. it is proposed therefore, that there should be a firm intention to find a buyer for this business in the early part of 1984. Bose Improvements 1. The first priority should continue to be the consolidation of the existing activities in Germany to a stage where these are adequately profitable and are able to provide a base for further development in Germany and overseas. 2. It is still the intention to acquire the outstanding minority in Pegulan. 3. A longer term strategy is being formulated for the development of Rose Improvements and related activities, including plastics conversion. The strategy will cover both Germany and other countries where it is possible to establish a leadership position in a defined market segment. 4. An important criterion in determining the direction of future develop&*= will be that Home Improvements should be restricted to a limited number of major activities and should have a clear focus in a few well defined market segments. Other Existing Activities 1. It will be necessary to review carefully tbt performance and potential of each of the other industrial activities in the Group. Activities which do not meet I-A.T Industries' criteria Will be considered for divestment. This will include businesses which are unprofitable or which are not in a leadership position in the market segment in which they operate. However, it will also include businesses which are profitable but which do not have the potential to reach a size where they can make a significant contribution to profits. PO 00 00 C) BAT Industries document for Province of British Columbia 22 April 1999 6 Strategies relating to the Associates I. The criteria to be applied to B.A.T Industries' investments in the Associated Companies should be similar to those applied generally within the Group, especially in respect of the growth in dividends and the returns on investment which should 'be sought both f ran existing and proposed new activities. Z Providing the investments meet B.A.T Industries' objectives for returns on assets, the intention is to maintain or increase the percentage of the total equity of the Associated Companies held by B.A.T Industries (i.e. by participating in rights issues or by purchasing further equity). Exceptions to this will be those cases where there is either a statutory requirement or an existing commitment to reduce the total equity, stake (e.g. Malaysia) 3. In cases where the Associated Company is not providing a satisfactory return, where the prospects are uncertain or where B.A.T Industries is unable to exert an appropriate level of influence on the company, divestment will need to be considered. During 1983/4, the future of the investments in ITC and holing will need to be reassessed. 4. For Inasco (a) Inasco's strategies for development throughout North America will used to be reconciled with BATUS plans in order that, so far as is possible, potential conflicts of interest are avoided. M Within the existing business, particular emphasis will be placed on the development of strategies for the Retail division and for the Fast Food operation, (a) Further discussions used to be held regarding the possible extension of Imascols interests in energy/resource based projects. (d) The agreement to reduce the B.A.T Industries' shareholding to 4OZ has been implemented by not taking up share issues and it is now intended to maintain the equity holding at this level. S. For Anatil (a) It is intended to discuss the longer term strategy for AsLatil during the Chairman's visit in November. (b) B.A.T Industries will continue to encourage Anatil to base their strategy an the development of a major new activity within Australia., preferably in consumer goods or services. It will be suggested that this should be combined with the divestment of those existing operations which are unsuccessful or whose prospects are suspect. The existing Printing and Packaging operations will be an* element of .the business that appears to require a rigorous review. (c) If suitable investment opportunities are identified, B.A.T Industries should be prepared to consider Comadting extra funds to Australia. to Q assist in financing the investmett and to maintain the equity holding in Amatil at 40%. BAT Industries document for Province of British Columbia 22 April 1999 7 implications of Existing Business Strategies Profit Implications 1. The Group 10 Year View paper concluded that if the Operating Groups continued along the lines proposed in their 10 Year View the progression of Group Sales and Trading Profit from 1982 to 1992 would be as shown in the table. Sales and Profits from Subsidiary Companies 1982/1992 1982 1992 CGR (2) 1982/92 La (1982 values) Sales Profit Sales Profit Sales Profit Tobacco 6468 572 6468 572 - - Non-Tobacco 5039 211 6773 400 3.0 6.6 =107 58-3 T3 2-4 1 -9 r2 -4 2.2 2. However, assumiag that the strategies described above are followed and that BAC, MPI and International are divested, the progression to 1992 would be modified as follows: Sales and Profits from Subsidiary Com2anits 198211992 1982 1992 COR (ZA) 1982/92 gm (1982 values) Sales Profit Sales Profit Sales Profit Tobacco 6468 572 6468 572 - Non-Tobacco 5039 211 4858 324 (0.4) 4.4 11507 783 11326 $96 TO M ) 1.4 3. To achieve a 3% P.a. rate of growth for profits the 1992 requirement is E1052a or about C160z treater that the figure shown above. 4. The remainder of the paper is concerned with estimating the resources that could be available for investment and reviewing the progress that has been made to date in identifying opportunities for investments which could fill the profits gap that has been forecast to develop. Resource Availability 1. Based on the figures given in the Group Financial Torezast, the Group was E1302 inside the 50% Debt:Equity ratio at the end of 1982. There were. in addition, Z460w of cash balances in transferable currency areas and a substantial proportion of this could be made available for investment if required. 2. The Budget for 1983 showed an increase in borrowing capacity of about L300m but a reduction in the cash balances of about C50m in the transferable K3 currency areas. Latest forecasts suggest that the actual results will not be as favourable as this and it may be sore realistic to assume a net increase in resource availability of LlSOm-L200m. CD C) CD BAT Industries document for Province of British Columbia 22 April 1999 3. The proceeds from the assumed divestments could add a further C250w-000a to the funds available for investment and could eliminate C50m-E70a from consolidated Group debt. (There would also be an affect on shareholders' funds but this would be likely to be relatively small and has been ignored). 4. The net affect is that by early 1984 B.A.T industries could have the capability to invest about Mm in new activities. 5. This excludes the cash available in such countries as Brazil where the resources are not available outside the country in which they are WA but where they can be used for local investment. Strategies for Group Development 1. As reported in last year's Investment Strategy paper, project teams have been set up at the centre to identify investment opportunities meeting the following basic criteria: (a) Any investment made should enable B.A.T Industries to establish a leadership position in a growth market or market segment. Cb) The investment should be in -a field where B.A.T Industries can wka a positive contribution to the development of the activity. Cc) Activities complementary to existing businesses or where existing skills and expertise cam be applied will be preferred. (d) Any new activity must be of a size such that it can make a Significant contribution to Group profits. For a completely now activity this means that there must be prospects for contributing L100a of trading profits (at 1982 values) within 10 years (i.e. 7-10Z of the expected Group total). Bowever , for investments which are extensions of existing activities (e.g. a geographical extension of Home Improvements) this size criteria could be relaxed. (a) Any investment must be capable of earning returns on funds employed sufficient to meet the Group's objectives. 2. Three of the project teams have been concerned with considering opportunities on a geographical basis covering: (a) Brazil M E. Asia/Pacific Basin W UK/Europe 3. Two other project teams have been considering opportunities classified by activity: (a) Financial Services (b) Biotechnology. 4. Food Processing and Braving have also been considered in separate studies of industry sectors which could be of interest to the Group. PO C) 5. In addition, there has been a study of Plastics extrusion (conversion) and afurther team has beat sat up in Wiggins Teape to consider possible C) Opportunities in Office Equipment and Services. co LM BAT Industries document for Province of British Columbia 22 April 1999 Progress to date in the Project Teams I. The Brazilian study has special features in that there is a large cash balauca in the country which cannot be used elsewhere. In addition, retained earnings from financial assets cannot be used to increase the registered capital which determines the levels of remittances permitted from Brazil. 2. Work is in band in Brazil to identify investment opportunities within consumer goods industries and this is due to be completed during the Autumn. In addition, a further study which is due for completion in October will recommend action to incorporate Piraby within Souza Crux and subsequently to expand the paper operations in Brazil to take fun , advantage both of the skills of Pirahy and of technology transfer from elsewhere in the Group. Further consideration will also be given to opportunities for increasing the Group's involvement in Aracruz by taking a controlling stake in the business. 3. The end object of the Brazilian study will be to broaden the ban of the business and to introduce more tot-Tobacco activities. 4. The East Asia/Pacific Basin study has confirmed the view that the region as a whole has growth prospects which are probably better than those anywhere else in the world, at least in the short to medium term. 5. Industrial sectors which have good growth prospects and which could offer opportunities for B.A.T Industries include Food Processing, Agribusiness, Leisure/Tourism and Financial Services. Tertiary processing of primary products (a.&. furniture mauufactare) could also offer opportunities, especially if a strong marketing link can be achieved. 6. Investment directly related to existing Group businesses shows limited promise and although Carboulass Paper could be a good long term prospect it is likely to be soma time bef ora local demand will be suf f itient to justify a major investment. However it is believed that there could be more imediatt opportunities in plastics conversion and in floor tiles. 7. In considering opportunities unrelated to existiug activities difficulty has been encountered in identifying suitable investments since individual national companies are generally too small or too unprofitable to be of interest to B.A.T Industries. S. Although the investigation of national and regional opportunities is continuing, it scams likely that for these to be really successful they will have to be related to a wider Group activity. This could occur as a follow on from the strengthening of the Rome improvements/Plastics conversion activities. However, it also underlines the need to acquire or develop other mon-Tobacco businesses capable of providing the basis for overseas development. 9. The UK/Europe project team has carried out systematic studies both on a uational and on an industrial basis. 10. It has been agreed that fur-.bar work to identify investment opportunities should be concentrated on the UK, Germany, France, Italy and Spain. r%) .Particular emphasis will be given to identifying opportunities related to Rome I2provementsIPLasticas conversion and to non-Food Retailing. C) 00 BAT Industries document for Province of British Columbia 22 April 1999 - 10 11. The Financial Services project team is still of the opinion that financial 9arvices is an activity that could offer a good profit potential for B.A.T Industries. 12. The studies to date have confirmed that the concept that appears most attractive in the longer terio is a division providing a broad range of financial services. However, it is believed that the most practical way in which to enter this field would be through the acquisition of a relatively large conventional business which could provide a firm base an which to build Iz the future. 13. Two types of business are being evaluated further. These are Composite Insurance and a Clearing Bank. The evaluations should be completed during the Autumn and could result in a specific proposal for an acquisition- 14. The study of potential OJOrtunities in Biotechnology has suggested that, although it is unlikely that Biotechnology itself will provide opportunities on a scale that would be sufficient to ask& a major contribution to Group profits, the establishment of a business based on Biotechnology could provide a good entry to a much wider business related to-ASviculture. 15. The advantage of developing within this field would be that the Group has existing expertise and worldwide contacts on which to build. Agribusiness would also be particularly appropriate to developing countries and, if a central core of expertise can be built up, there should be good opportunities for expansion in a wide range of countries. 16. The first requirement in following this line of development is the identification of potential partners who have an existing technological base and with whom B.A.T Industries could work to develop a core business based cm Biotechnology. one potential partner which has been identified appears particularly suitable and the possibilities for co-operation are being investigated. Should these fail, there are at least two other companies which might also be considered. 17. At the *ame time that the feasibility of setting up & Biotechnology based business is being investigated, it is proposed that further studies should be carried out to define and evaluate the wider potential for B.A.T Industries in Agribusiness. 18. Food Processing and Braving have also been evaluated and, while the results 3F these evaluations were generally discouraging, segment# of t;* Food Processing industry may be worth further consideration, especially if there could be- an opportunity to acquire a companT which is a leader in a specific market segment in the USA or Europe but which has unrealised potential for overseas expansion. 19. Braving appears to be relatively =exciting but related industry sectors in vines and spirits, in non-alcoholic beverages and in leisure related activities could be worth further investigation. 20. The studies of the potential for Office Eculpment, and Services by Wiggins Taape are due for completion by the end of 1983. While the main ais of this project is to consider now opportunities related to existing expertise in Wiggins Teapt and M, the possible wider implications for the Group as a whole will be kept under review. 00 00 BAT Industries document for Province of British COIUMbia 22 April 1999 conclusions 1. In the Investment Strategy which has been outlined above, the contribution expected from each of the Group's existing activities has been clearly defined and can be reflected in the Guidelines to the Operating Groups. 2. Where further definition may be required, however, is in tba work which cannot be allocated directly to operating Groups because it involves a complete divestment, because It covers more than out operating Group or because it Is concerned with activities which are unconnected with the existing businesses. 3. This work must be initiated and managed from the Centre. A umber of specific projects have been identified In the paper and it is proposed to carry out a review over the next fav weeks to ensure, that for each project, there are clearly defined responsibilities, clear terms of reference and an agreed date for completion. In addition, it will also be necessary to ensure that sufficient management resources are available to complete each of the projects satisfactorily. 4. The underlying purpose of this review will be to consider how we can accelerate the formulation and implementation of a Group Strategy which meats the basic requirements that we should be in fewer activities but that these should have a greater potential for profits and for growth than our existing range of businesses. Pi C) 00 00 27 tb July 1983 C71% RS /DJA BAT Industries document for Province of British Columbia 22 April 1999