Result of EGM

RNS Number:4427U
Pacific Dunlop Ld
12 April 2002



GENERAL MEETING OF SHAREHOLDERS


CHAIRMAN'S ADDRESS

Ladies and Gentlemen, although this is an extraordinary General
Meeting, convened primarily to approve the change of name of the
Company, it also gives me the opportunity to present a summary
of the recently approved strategic plan.

I will do this with the assistance of a number of slides. You will
note that the slides bear the Ansell logo. This is not to pre-empt
the change of name that will be considered later in the meeting.
Rather, it reflects the Company's new structure focussing on the
Ansell Healthcare business.

I would now make comment on a number of personnel matters at
both Board and senior management level.

Firstly, I would like to pay tribute to 2 Directors who have resigned
since I wrote to shareholders on 8 March.

Tony Daniels and Ian Webber resigned as Directors of the
Company at the conclusion of a Special Board meeting held on 20
March to consider the Ansell strategic review. Both Ian and Tony
were very supportive of the strategic review and their involvement
in the process is much appreciated.

Ian was a long serving Director having spent 11 years on the
Pacific Dunlop Board. Tony Daniels was a Director for 5 years,
and of course, served a period during 2001 as the Acting Chief
Executive Officer. Tony was particularly involved in the asset sell
down which paved the foundation for the 'new look Ansell'. With
their resignations the Board loses experience and wisdom.

We are actively engaged in rebuilding the Board and we would
hope to announce new appointments in the near future. During
this critical time in the Company's history we are searching
diligently for Directors who can bring particular skills and
experience that will fit with where the Company is going.

As previously advised, your Board indicated that it would appoint a
CEO once the strategic review was completed.

I am delighted to announce that the current CEO of Ansell
Healthcare, Mr Harry Boon, has accepted the position of CEO of
Ansell Limited and will oversee the passage of the implementation
of the strategic review under the Board co-sponsorship of Mr
Stanley Gold and myself.

Harry, who will be based in New Jersey, brings many years of
experience in the industry to the position, has been a key player in
the strategic review, and is uniquely placed to lead the new Ansell
at this time.

A number of other senior positions including that of the Group
Chief Financial Officer and executives to assist in the
implementation of the strategic plan are currently being advanced.

I would also take this opportunity to confirm that, notwithstanding
recent speculation, there are no plans in place to relocate the
Company's Corporate Office away from Melbourne.

We do intend however, to locate our senior operational and
executive managers wherever it is appropriate to the effective
running and growth of the businesses.

I now wish to turn to the matter of the Company's shareholder
privilege program.

For many years the Company has provided shareholders with
discounts on the Group's products, especially tyres and batteries
through South Pacific Tyres' Beaurepaire and Goodyear retail
outlets and Marshall Batteries, automotive parts through the Repco
stores, and clothing and footwear through Pacific Brands' outlets.

With all of those businesses, apart from our investment in South
Pacific Tyres, having been divested, it is no longer possible for the
Company to provide shareholders with discounts on many of those
products. Accordingly, the broader shareholder privilege program
is being discontinued.

I am pleased to say, however, that discounts on tyres, batteries
and related automotive services will continue to be available
through Beaurepaires for Tyres and Goodyear Auto Service
Centres. Shareholders may continue to use their existing privilege
cards or other proof of shareholding.

These discount arrangements are available also to members of
special buying groups such as RACV, RACQ, NRMA, and holders
of Seniors Cards, Frontline, Motopass and BP Cards.

The Company believes that many shareholders belong to one or
more of those organisations and will therefore continue to derive
the benefit of these arrangements.

                                ANSELL

                        Operation Full Potential


AGENDA

• Background to strategic review

• Review findings

• New Strategy - "from products to solutions"

• Implementation

• Results delivery

• Conclusion

BACKGROUND TO REVIEW

• New refocussed board

• Recognised need for change

• Results based strategy required

• Bain appointed to assist - 3 month process

• CEO appointed pending strategy review outcome

COMPANY GOALS

• ASX top quartile performance of the group

• Three highly profitable divisions worldwide

• Market leadership

• "From products to solutions"

REVIEW FINDINGS

• Confirmed strong business core

• F'01 restructure improving EBITA

• Asset heavy

• Occupational under-performing

• Europe under-performing


NEW STRATEGY - "FROM PRODUCTS TO SOLUTIONS"

      FROM             .......................         TO

• Manufacturing                                   • Marketing

• Sales                                           • Innovation
                                                
                                                  • Sourcing
                                                
                                                  • Supply chain
                                                 
                                                  • Financial management



THE EIGHT INITIATIVES

• Occupational value proposition

• Europe full potential plan

• Overhead cost reduction

• US growth opportunities

• Asset reduction plan

• Product innovation

• Distributor relationships

• Streamline product mix


IMPLEMENTATION

NEXT STEP                                      STATUS

• Board review & support for             Completed 20/3/2002
  recommendations                

• Develop detailed implementation        April/May 2002
  plans                               

• Appoint program director & key         Search Commenced
  roles

• Launch program                         July 2002

• AGM update                             October 2002

• Ongoing measurement & monitoring       Ongoing

• Wider growth opportunities             Ongoing

• Benefits accrue                        F'04/F'05


RESULTS DELIVERY

• 18 Month Outlook

  >  Ansell EBITA for F'02 to exceed F'01

  >  Double digit EBITA growth in F'03

• 3-4 Year Outlook

  >  Operation Full Potential self funded

  >  Initial benefits flow F'04/F'05


FULL BENEFITS START TO FLOW THROUGH F'04/F'05

• Initiatives to add approximately 50% to EBITA by F'05 from
  F'01 result

• F'05 return on investment 15% +

• Ability to achieve gearing below 20% by F'05 (gross debt:gross
  debt & equity)


CONCLUSION

• Foundation for a solid and attractive business

• Improve performance for shareholders

• Create a platform for future growth via acquisitions

• New culture - innovation focussed

• "From products to solutions"



OPERATION FULL POTENTIAL

The Company today outlined the results of its strategic review, called Operation
Full Potential, at an Extraordinary General Meeting (EGM), for shareholders.

Shareholders at the EGM also approved the recommended corporate name change from
Pacific Dunlop Ltd to Ansell Ltd, reflecting the company's future focus on its
protective product divisions.

Executive Chairman of Pacific Dunlop, Dr Ed Tweddell, said the strategic review
aimed to develop Ansell into an innovative health care product solution
provider, operating in global markets.

"Ansell will be a company based on innovative marketing solutions, not just
product manufacture, with more effective supply chain logistics and stringent
financial management," Dr Tweddell said.

"Ansell is already the world leader in occupational synthetic and surgical
gloves, and number two globally in examination gloves, and condoms. The
initiatives of Operation Full Potential will allow us to focus on these
markets."

"Additionally, Ansell's differentiated products, and an ongoing commitment to
Research & Development, will ensure we maintain leadership in world markets."

"I am also pleased to announce today the appointment of Mr Harry Boon as Chief
Executive Officer of Ansell Limited. Harry has been Managing Director of Pacific
Dunlop's Ansell division for 13 years, has an in depth knowledge of the
business, and through his work with Bain Consulting on developing the strategic
review, is a strong and natural fit to lead Ansell through a crucial period of
implementation," Dr Tweddell said.

Eight key initiatives outlined in Operation Full Potential include;

• Occupational Value Proposition - providing employers with hand protection 
  solutions that dramatically reduce the risk and cost of work-place injuries

• Europe Full Potential Plan - restructuring of the European business and a 
  focus on high margin/growth products eg. Powder-free surgeon's gloves

• Overhead Cost Reductions - reorganisation of Ansell's sales force and 
  administration to eliminate duplication and drive efficiencies

•  US Growth Initiatives - capitalising on new market opportunities in Alternate 
   Care and focusing on markets where Ansell has clear leadership eg. surgical
   gloves and condoms

• Asset Reduction Plan - Reducing our dependence on in-house manufacturing by 
  expanding outsourcing of low value added production and an orderly divestment
  of surplus assets

• Product Innovation - Increased R&D investment to be focused on core technology
  platforms, and improved communication lines with customers

• Distributor initiatives - develop preferred supply partnerships with major 
  distributors

• Streamlining product mix - Better meeting customer needs while reducing the 
  number of product lines

Dr Tweddell said the second half was looking solid, with the benefits of the 
previously announced restructuring starting to flow. He also noted:

• Ansell EBITA for FY02 will exceed FYO1
• The outlook was for double digit EBITA growth in FY03
• The strategic initiatives will add approximately 50% to EBITA by FYO5 from 
  FYO1 results
• FYO5 Return on Investment to be 15%+
• An ability to achieve gearing below 20% by FYO5

"While the company has been through a difficult period, the outlook for the next
18 months is encouraging, and Operation Full Potential enables this trend to
continue into the following financial years," Dr Tweddell said.

Other business approved at today's EGM included;

• Adoption of a New Constitution

• Renewal of the existing takeover provision requiring, in general. Shareholder 
  approval for any partial takeover

• Amendments to the Non Executive Directors' Share Plan to permit Non-Executive
  Directors to take up to 100%, rather than the mandatory 10% only of their fees 
  in shares

• Consolidation of the Company's existing share capital on the basis of one 
  share for every five shares currently held.

 
FOR FURTHER 
INFORMATION     :    Dr Ed Tweddell, Executive Chairman, Ansell Ltd
                     TEL [phone]

Issued by       :    Cannings Melbourne
Contact         :    Media: Peter Brookes    TEL [phone] MOB [phone]
                     Investors: Helen Karlis TEL [phone] MOB [phone]

 

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