Burmah Castrol PLC

views updated Jun 11 2018

Burmah Castrol PLC

Burmah Castrol House
Pipers Way
Swindon
Wiltshire SN3 1RE
United Kingdom
(01793) 511 521
Fax: (01793) 513 506
Web site: http://www.burmah-castrol.com

Public Company
Incorporated: 1886 as The Burmah Oil Company Ltd.
Employees: 20,000
Sales:£2.82 billion (US$4.67 billion) (1998)
Stock Exchanges: London NASDAQ
Ticker Symbol: BMAH
NAIC: 324191 Petroleum Lubricating Oil & Grease Manufacturing; 42272 Petroleum & Petroleum Products Wholesalers (Except Bulk Stations & Terminals); 325188 All Other Basic Organic Chemical Manufacturing; 32591 Printing Ink Manufacturing; 325998 All Other Miscellaneous Chemical Product & Preparation Manufacturing

Originally known as The Burmah Oil Company Ltd., Burmah Castrol PLC is the oldest oil enterprise in the United Kingdom. It is best remembered for having survived in 1975 the most serious crash hitherto in the business history of the United Kingdom and for achieving what was termed by John Davis of Money Observer, November 1988, “one of the greatest corporate come-backs of all time.” While it once aimed to be a multinational integrated petroleum concern, Burmah Castrol transformed itself in the late 20th century into a firm focusing exclusively on marketing lubricants and specialty chemicals. Through the Castrol brand, the company is the world’s leading supplier of automobile and motorcycle lubricants, including engine oils, transmission fluids, and brake fluids. Burmah Castrol’s chemical products include those used in foundries and steel works as well as those used in the civil engineering and construction industries; the company is also the world leader in screen printing inks and related products. The company has more than 150 subsidiaries operating in about 55 countries. Approximately ten percent of the company’s revenues are derived within the United Kingdom, 27 percent within the remainder of Europe, 31 percent within the Americas, 17.5 percent within Asia, 12 percent within Australasia, and 2.5 percent within Africa.

Burmese and Persian Beginnings

The company derives its name from the centuries-old oil works in Burma—spelled with an “h” in the Victorian era—which in 1886 became a province of the Indian empire. Founded that year in Glasgow by David Cargill, a Scottish-born merchant with lucrative trading interests in Ceylon, The Burmah Oil Company Ltd. introduced new technology into the Burmese operations, such as mechanical drilling at the oil fields and continuous distillation in the Rangoon refinery. The oil fields and refinery were connected by a 275-mile pipeline in 1909. Initially all the oil was sold in Burma, apart from some wax for the United Kingdom, but the company was soon shipping products to mainland India, using its own tankers after 1899.

Following its entry into the subcontinent, Burmah Oil came to the attention of the Committee of Imperial Defence, the United Kingdom’s top strategic policy-making body, which alerted the appropriate government departments to the company’s vital importance as the only oil company of any size in the British Empire. In 1905 the Admiralty concluded a long-term contract to purchase Burmese fuel oil, as it was beginning to convert its warships to run on oil. Admiralty officials also sought to interest Burmah Oil in acquiring a 500,000-square-mile oil concession in Persia, granted in 1901 to William K. D’Arcy. Since D’Arcy was short of money, the concessions might well have had to be sold into non-British hands. Burmah Oil agreed to the purchase, and in 1908 its drillers struck oil in Persia. The following year it established the Anglo-Persian Oil Company (renamed Anglo-Iranian in 1935 and British Petroleum in 1954), an almost wholly owned subsidiary. Difficulties over refining and transporting the Persian oil proved costly for Burmah Oil, and in 1912 the chairman, Sir John Cargill, son of the founder David Cargill, refused to finance Anglo-Persian any further.

Winston Churchill had recently been appointed first lord of the Admiralty, and was seeking reliable sources of naval fuel oil to supplement those from Rangoon. In 1914 the U.K. authorities and Burmah Oil concluded an agreement which overcame their respective problems. The government acquired from the company a majority share in Anglo-Persian, while in turn the Admiralty obtained long-term fuel oil supplies from Anglo-Persian. During World War I, Burmah Oil concentrated on keeping India supplied with kerosene. After 1918 it became more widely known through its newly appointed managing director, Robert I. Watson. Energetic and highly respected throughout the oil world, Watson helped to devise the market-sharing international agreements that supported oil prices during the Depression between the wars and rationalized distribution methods throughout much of the world. In particular, he negotiated the Burmah-Shell agreement of 1928 that created a common distribution system for the subcontinent of India, and acquired for Burmah Oil a four percent shareholding in Shell, of which he became a director in 1929.

Burmah Oil came to the attention of the world in 1942 when Japanese forces overran a poorly defended Burma. To prevent its strategically crucial assets from falling into enemy hands, Watson authorized the destruction of the Rangoon refinery and all the installations at the oilfields. The Allies’ reconquest of Burma in 1945 permitted the company to start work again on its devastated properties there. The scale of its efforts was modified, however, by the declared intention of the newly independent republic of Burma to work toward taking over all oil assets. After a short-lived joint venture arrangement, Burmah Oil agreed to an outright sale of its interests in Burma in 1963, obtaining relatively generous compensation since mutual goodwill was maintained to the end.

Diversification Drive: 1957

Its progressive withdrawal from Burma, although not from India or Pakistan, effectively turned the company into an oil investment trust. By the mid-1950s less than a third of its income was derived from trading, the rest coming from its 25 percent stake in British Petroleum (BP) and its four percent stake in Shell, both earning buoyant profits from their worldwide activities. Consequently in 1957 the chairman, William E. Eadie, launched a policy of diversification, notably in the western hemisphere. Attempts to secure fair compensation from Whitehall for the Burmese assets destroyed in 1942, over and above a nominal ex gratia payment, failed, when in 1965 the government of Harold Wilson, by a War Damage Act, blocked the Burmah Oil claim that had been successfully upheld in U.K. courts. By then the company was well embarked on the path of diversification. In addition to some ventures in the United States, Canada, and Australia, in 1962 it had acquired Lobitos Oilfields Ltd., which had production in Peru and Ecuador, and two specialist oil refineries in northwest England. This entry into the rapidly expanding specialized product market was carried further when in 1966 Burmah Oil purchased Castrol Ltd., the United Kingdom’s leading independent lubricating oil supplier, which had an unrivaled reputation for marketing skills. Castrol’s earnings helped to keep the Burmah group afloat during the difficult period after 1975.

Having ceased to be a fully integrated oil company since its withdrawal from Burma, but finding itself increasingly engaged in overseas exploration and specialist production, the group’s strategy in the 1960s was shaped by two quite unforeseen events. First, in 1963 BP and Shell launched a takeover bid, seeking the group’s properties in the western hemisphere and the Indian subcontinent, where neither company was well represented, and also feeling alarm at the Burmah group’s apparent aspirations to the status of a major oil corporation. The Burmah directors soon beat off the bid, but had to face the urgent need to safeguard the group’s future by improving its inadequate return on assets and its depressed share price. Second, the U.K. government in 1965 introduced a corporation tax, which disallowed companies with overseas interests from claiming relief in the United Kingdom on tax already paid to foreign governments, unless they could offset it against domestically earned income. One of those worst hit by this measure was the Burmah group, which consequently had to seek extensive acquisitions at home. Unable to repeat the highly synergistic purchases of Lobitos and Castrol, it bought, among others, the Rawlplug Company Ltd., Halfords Ltd., and Quinton Hazell Ltd., concerned with masonry fixing products, sales of motorists’ accessories, and car components, respectively. It also greatly extended one of the former Lobitos refineries, at Ellesmere Port near Liverpool, to provide not only base lubricants for Castrol but also petrol for the large number of filling stations it was acquiring.

Company Perspectives:

At Burmah Castrol, we enhance other people’s processes by using our expertise.

Globally, we work in partnership with our customers to develop products, services and applications that meet their specific needs, in their particular environment.

Our solutions are crucial to their success. Success that only comes as a result of collaboration. Of striving to do things better. Of inspiring them and encouraging them. Of winning their trust and confidence. Of becoming a seamless part of their team.

This diversification led the group in 1968–69 to reorganize its many subsidiaries into three main divisions. The Burmah-Castrol Company dealt with lubricants and other fuels, while the non-oil activities were divided between Burmah Industrial Products and Burmah Engineering. Nicholas Williams, managing director from 1969 onward and in 1971 chief executive under a part-time chairman, promoted a number of profit-enhancing ventures. The group was already using its offshore expertise, gained in the United States and Australia, to prospect in the North Sea, acting as operator for various consortia. It made the first ever oil strike there in 1966, but had to wait until 1973–74 for a major commercial discovery. In the early 1970s it entered the tanker business, both to transport crude for its own needs and to earn profits by chartering to outside parties. From 1975 it operated the Bahamas terminal, where oil was transhipped from giant tankers into smaller vessels capable of entering the shallower ports in the eastern and southern United States.

To help establish the Burmah group as a major oil enterprise in its own right, and to complement its limited operations in the Western Hemisphere, Williams sought to purchase a large U.S. oil corporation. After unsuccessful negotiations with several companies, including the Continental Oil Company (Conoco), late in 1973 Williams arranged to acquire Signal Oil and Gas Incorporated of Houston, Texas. Signal had plentiful supplies of crude oil, which the group currently lacked for its many refining and marketing ventures. A consortium of U.K. and U.S. banks readily lent the purchase money, secured on the Burmah group’s asset base, of which the BP shareholding was the largest single component.

Oil Shocks, Near Collapse: 1970s

The outbreak of the Arab-Israeli War at the end of 1973 and the ensuing fourfold rise in oil prices began a year of grave difficulties for the Burmah group. The new Labour government of March 1974 planned to acquire majority stakes in North Sea operations and to tax oil profits more heavily than before. As delays in the implementation of these plans caused great uncertainty, the stock market prices of oil company shares steadily declined. A fall of about 60 percent in the value of BP shares meant that the lending banks were no longer fully covered under the Signal agreement, which in the closing months of 1974 had to be hastily renegotiated, thereby increasing the interest burden. The group’s total borrowings rose from less than half of stockholders’ funds at the end of 1973 to almost double a year later, and the board did little to sell off other assets or raise new equity in order to reduce the ratio. Moreover, the consequent reduced world demand for oil products had caused tanker rates to plummet. Thus the group faced substantial losses from this quarter; many of its 42 vessels, acquired at high prices in the earlier boom period, could no longer be chartered out or, if so, only at uneconomically low rates. In December 1974 the Burmah group, faced with a massive cash deficit, requested substantial sterling and dollar loans from the Bank of England.

The Labour government, resisting calls in its ranks for the nationalization of the Burmah group but well aware that the group’s financial collapse would set off a calamitous run on sterling, authorized the Bank of England to lend on the security of the BP shares. Early in 1975, however, demands by outside creditors and fuller information regarding the huge tanker losses forced the group to seek an even larger loan from the bank. Under ministerial instructions, the Bank of England insisted on purchasing the BP shareholding outright, at the unduly low price then prevailing, with no profit-sharing agreement on any later resale.

As a further condition of the rescue measures, Williams resigned. The new chairman and chief executive was Alastair Down, formerly deputy chairman of BP. Down, assisted by a handpicked managerial team, had first of all to restore the morale of the 41,000 employees in 300 subsidiaries worldwide. His next task was to determine which assets to retain because of their good cash flows, and which to sell in order to yield essential funds or, as in the case of the 42 tankers, to reduce losses. Over the next few years, Down and his team sold assets in the United States, Australia, Canada, Ecuador, and the North Sea, totaling no less than £865 million. The largest single group of assets, valued at nearly £300 million, were the Signal and other U.S. subsidiaries. With the full backing of the U.K. government, Down was able to delay selling until a fair offer was received.

Down’s achievement in saving the Burmah group was recognized by a knighthood in 1978, the year in which the group returned to profitability after tax. In the following year, it paid its first dividends since 1974. Between 1978 and 1981 it took the U.K. government to court, first to obtain the release of official documents relating to the BP share sale of 1975, and then to recover the shareholding itself, claiming that the sale had been a forced one at an unconscionably low price. The Burmah group was defeated in both lawsuits.

Shifting Away from Integrated Oil Concern: 1980s

This financial recovery allowed the top management to plan in depth the group’s future strategy, with the aim of ensuring stable income and long-term growth. Trading profits were coming mainly from lubricants and North Sea production. The North Sea fields were approaching depletion, however, and the group could afford only limited funds for further exploration, which would be very costly. Specialty chemicals therefore provided an alternative source of development. In 1981 the Burmah group launched a bid for Croda International Ltd., a chemical processing company that had lately seen its profits decline. Croda vigorously opposed the bid, and the group withdrew.

On Down’s retirement in 1983, his successor, John Maltby, introduced a major rationalization plan. His main objectives were to shed assets that were by then either peripheral or lossmaking, and to concentrate efforts on those assets likely to provide good income and reasonable growth. In 1985 he sold off five tankers, chartering out the two remaining vessels on profitable terms, and in 1986 he disposed of the Bahamas terminal. These sales could only be effected at considerable loss, totaling some £94 million between 1982 and 1987. The group also closed down the Ellesmere Port refinery and disposed of 41 separate businesses, including Rawlplug, Halfords, and Quinton Hazell. In 1986 it sold all of its U.K. exploration and production interests to Premier Consolidated Oilfields PLC, in return for a 25 percent—later almost 30 percent—portfolio (nonactive) investment in the company. Since 1977 it had been transporting liquid natural gas from Indonesia to Japan under an agreement with the Indonesian State petroleum company PERTAMINA, and in 1989 it sold 50 percent of its interest in the scheme to Japan’s Mitsui O.S.K. Lines, Ltd. and Nissho-Iwai. The sale provided cash for activities elsewhere while allowing the Burmah group to maintain a stake in this highly profitable operation.

Although most of the group’s acquisitions in the 1980s were on a relatively small scale to strengthen its main divisional interests, in 1987 it launched a bid for the Calor group, a specialist supplier of liquefied petroleum gas. This £820 million offer was made jointly with the privately owned Dutch energy group SHV Holdings NV, which by 1989 had a nine percent stake in the Burmah group and a 40 percent stake in Calor. The bid was rebuffed and withdrawn. Despite such disappointments, the group enjoyed a decade or more of sustained recovery, thanks to successive rationalization plans.

By the end of the 1980s, however, the Burmah group appeared once again to have reached a plateau. Turnover in 1989 was only marginally higher than in 1985, but this was the inevitable result of rationalization, which involved the sales of operations.

Focusing on Specialty Chemicals and Lubricants: 1990s

In mid-1990, when Lawrence Urquhart succeeded John Maltby as chairman, the company took the opportunity to restructure. It became Burmah Castrol plc, thereby combining the goodwill and historical associations of the century-old Burmah name with the worldwide reputation of Castrol’s products, which contributed more than two-thirds of group earnings. The formerly separate functions of the group were to be merged to create a tighter company structure, eliminate duplication of effort, and speed up decision-making at each level. The chairman and chief executive would oversee head office functions such as finance, shipping, and energy investments. Under him a managing director would be responsible for three international divisions: lubricants, chemicals, and fuels. Eight group directors would report to the managing director, with no fewer than six concentrating on lubricants.

A former director, Roger Wood, in Accountancy Age, July 12, 1990, characterized these radical changes as a takeover of the group by its Castrol division, causing it to focus inward, at least as long as the substantial task of integration was underway. Yet the appointment under those changes of one Castrol director solely for the lubricants market in Western Europe and one for the same products in Germany and Eastern Europe suggested that Burmah Castrol was moving ahead of many other British companies in striving to take full advantage of the single European market from 1992 onward, and of the opportunities available in the former Eastern bloc. Other Castrol directors would concentrate on vital lubricants markets in North America, east Asia, and Southern Hemisphere countries.

In October 1990, Burmah Castrol launched a hostile takeover bid for Foseco plc, a U.K.-based company operating internationally and specializing predominantly in metallurgical and construction chemicals. This £259 million (US$496.1 million) acquisition, completed in December 1990, was a major step forward in the expansion of the company’s chemicals group. It significantly increased Burmah Castrol’s size and improved the balance of the company’s business, boosting the chemicals group and correspondingly reducing the weighting of the other groups. With the addition of Foseco, Burmah Castrol had a chemicals group which commanded attention in its portfolio, with a turnover of approximately £650 million.

In 1993 Jonathan Fry was named chief executive of Burmah Castrol; having joined the company in 1978, Fry had previously served as chief executive of both the chemicals and lubricants divisions. As the 1990s proceeded, Burmah Castrol continued to narrow its focus to the marketing of lubricants and specialty chemicals. To this end, the company began jettisoning its gasoline station operations around the world. In July 1995 Burmah Castrol sold its U.K. gasoline retailing unit, Burmah Petroleum Fuels Ltd.—which had faced increasing competition from supermarkets that also sold gasoline—to Frost Group PLC for £83 million (US$133.8 million). During 1996 the company divested itself of its gas stations in Turkey, Chile, and Sweden, raising £89 million in the process. Proceeds from the sales were used to cut debt. The disposals left Burmah Castrol with stations in only Australia, Belgium, and the Republic of Ireland.

In July 1997 Burmah Castrol announced a restructuring of its chemicals division, which involved divesting its adhesives operations and focusing on four core chemicals areas: foundry, steel mills, construction, and screen printing inks. Within two years the company had accomplished the former, by selling its U.S. adhesives business, Columbia Cement Co. Inc., and the U.K.-based Industrial Adhesives Ltd. In late 1997 Burmah Castrol announced another reorganization, which was completed in 1998 and involved its Castrol lubricants businesses. As a result of the restructuring, Castrol would no longer be organized along geographic lines but would be divided into four global businesses focusing on a particular customer segment: Castrol Consumer (automobile and motorcycle lubricants), Castrol Industrial (metalworking, food and beverage, mining, and other industries), Castrol Marine (international marine market), and Castrol Commercial (on- and off-road vehicle fleets). Meantime, in February 1998 Urquhart retired, and was replaced as nonexecutive chairman by Fry. Tim Stevenson was named the new chief executive, having previously served as chief executive of lubricants and having joined the company in 1975.

Through the end of the 1990s, Burmah Castrol continued to identify and sell off those operations considered to be outside its core lubricants and specialty chemicals focal points. Among these were the sale of its half-share of the joint venture shipping liquefied natural gas from Indonesia to Japan; its timber treatment business, Protim Solignum International; and its molten aluminum business. Burmah Castrol also sought to build its core businesses through strategic acquisitions. Among the late 1990s additions was Remet Corporation, a New York-based supplier of casting products and services to the engineering industry that was merged into the company’s existing investment casting operation, Dussek Campbell Yates. Burmah Castrol also expanded its Fosroc construction chemicals business with the mid-1999 purchases of France-based CIA and Spain-based Holderchem SA. During this same period, the Castrol unit was aggressively expanding its marketing territory to such developing areas as China and Eastern Europe. In late 1999, Burmah Castrol announced that it planned to cut 1,450 jobs during the next few years, aiming at annual savings of £60 million by 2002 and beyond. Despite the relatively mature nature of the company’s business sectors, Burmah Castrol appeared to be well positioned for future growth and profitability thanks to its transformation from integrated oil aspirant to tightly focused lubricants and specialty chemicals marketer.

Principal Subsidiaries

LUBRICANTS: Castrol Ltd; Castrol Middle East Ltd; Castrol Offshore Ltd; Castrol (UK) Ltd; Veedol International Ltd; Castrol Austria GmbH; Castrol NV (Belgium); Castrol Croatia d.o.o.; Castrol Marine Oils (Cyprus) Ltd; Castrol (CR) Spol Sro (Czech Republic); Castrol A/S Denmark; Castrol Oy (Finland); Castrol France SA; The Burmah Oil (Deutschland) GmbH (Germany); Castrol Central & Eastern Europe GmbH (Germany); Castrol Marine Oil GmbH (Germany); Consulta Chemie GmbH (Germany); Deutsche Castrol Vertriebsges GmbH (Germany); Deutsche Castrol-Industrieoel GmbH (Germany); Deutsche Veedol GmbH (Germany); Optimol Oelwerke Industrie GmbH & Co KG (Germany); Tribol GmbH (Germany); Castrol Hellas SA (Greece); Castrol Hungaria Kereskedelmi Kft (Hungary); Castrol Italiana SpA (Italy); Castrol BV (Netherlands); Castrol Nederland BV (Netherlands); Castrol Norge A/S (Norway); Castrol Polska Sp zoo (Poland); SLIL—Sociedade Gestora de Participacoes Sociais Lda (Portugal; 50%); Castrol Romania SRL; Castrol Slovakia Spol Sro; Castrol España SA (Spain); Castrol AB (Sweden); Castrol (Switzerland) AG; Castrol South Africa (Pty) Ltd; Castrol Zimbabwe (Pvt) Ltd; Castrol Argentina SA; Castrol Brasil Ltda (Brazil); Castrol Canada Inc; Castrol Chile SA; Castrol Colombia Ltda; Castrol Mexico SA de CV; Castrol del Peru SA; Castrol Caribbean & Central America Inc (U.S.A.); Caribbean Heavy Duty Lubricants Inc (U.S.A.); Castrol Industrial North America Inc (U.S.A.); Castrol North America Inc (U.S.A.); Castrol (China) Ltd; Castrol Trading (Guangzhou) Ltd (China); Castrol Trading (Shanghai) Ltd (China); Castrol (Shenzhen) Company Ltd (China; 95%); Castrol India Ltd (51%); PT Castrol Indonesia (61%); Castrol KK (Japan); Castrol Korea Ltd; Castrol (Malaysia) Sdn. Bhd. (60%); Burmah Castrol Philippines Inc; The Burmah Oil Company (Pakistan Trading) Ltd (U.K.); Castrol Singapore Pte Ltd; Castrol Taiwan Ltd; Castrol (Thailand) Ltd (49.95%); Castrol Madeni Yaglar Sanayi Ve Ticaret A.S. (Turkey); Castrol (Vietnam) Ltd (60%); Castrol Australia Pty Ltd; Castrol NZ Ltd (New Zealand). CHEMICALS: Burmah Castrol Chemicals Ltd; Foseco plc; Foseco (GB) Ltd; Foseco Holding BV (Netherlands); Foseco Holding International BV (Netherlands). CHEMICALS—CHEM-TREND RELEASANTS: Chem-Trend Industria Inc e CIA (Brazil); Chem-Trend (Shanghai) Trading Co Ltd (China); Chem-Trend A/S (Denmark); Chem-Trend (UK) Limited; Chem-Trend (France) SARL; Chem-Trend (Deutschland) GmbH (Germany); Chem-Trend Korea Limited (60%); Chem-Trend Incorporated (U.S.A.). CHEMICALS—SPECIALTIES GROUP: Dussek Campbell Pty Ltd (Australia); Dussek Campbell Ltd; Dussek Campbell BV (Netherlands); Dussek Campbell (Pty) Ltd (South Africa; 51%); Dussek Campbell Inc (U.S.A.); Yates Investment Casting Wax Inc (U.S.A.); Fosbel Industria E Comercio Ltda (Brazil; 51%); Fosbel International Ltd (51%); Fosbel GmbH (Germany); Fosbel Europe BV (Netherlands; 51%); Fosbel Inc (U.S.A.; 51%). CHEMICALS—FOSROC CONSTRUCTION: Fosroc Guangzhou Ltd (China; 95%); Shanghai Fosroc Expandite Construction and Engineering Products Company Ltd (China; 55%); Fosroc A/S (Denmark); Fosroc SAE (Egypt; 50.65%); Fosroc Ltd; Fosroc International Ltd; Fosroc Hong Kong Ltd (China); Fosroc Chemicals (India) Ltd (90%); Jordanian British Construction Chemicals Company Ltd (Jordan; 70%); PT Fosroc-Foseco Indonesia; Fosroc Korea Ltd; Fosroc Sdn. Bhd. (Malaysia; 70%); Fosroc Ltd (New Zealand); Norwegian Concrete Technologies A.S. (Norway); Fosroc Ltd (Republic of Ireland); Fosam Co Ltd (Saudi Arabia; 50%); Burmah Castrol Chemicals Pte Ltd (Singapore); Fosroc SA (Spain); Fosroc (Thailand) Limited; Al Gurg Fosroc LLC (United Arab Emirates; 49%); Fosroc Inc (U.S.A.). CHEMICALS—FOUNDRY/STEEL/ALUMINUM: Foseco Pty Ltd (Australia); Foseco Austria GmbH; Foseco SA (Belgium); Foseco Industrial E Comercial Ltda (Brazil); Foseco Canada Inc; Foseco-Morval Inc (Canada); Foseco Foundry (China) Co. Ltd; Shenzhen Foseco-Jinke Non-Ferrous Metallurgical Materials Company Ltd (China; 50%); Foseco (FS) Ltd; Foseco International Ltd; Foseco SA (France); Servimetal SA (France; 65%); Foseco GmbH (Germany); Foseco Industries Asia Ltd (China); Foseco India Ltd (51%); Foseco Sri (Italy); Foseco Japan Ltd (92%); Foseco Korea Ltd; Foseco SA de CV (Mexico); Foseco Nederland BV (Netherlands); Burmah Castrol Chemicals (NZ) Ltd (New Zealand); Foseco Portugal Produtos para Fundicao Lda; Foseco South Africa (Pty) Ltd; Burmah Castrol Chemicals SA (Spain); Foseco Española SA (Spain); Foseco AB (Sweden); Foseco Trading AG (Switzerland); Foseco Aluminum Europa AG (Switzerland); Foseco Golden Gate Co Ltd (Taiwan; 51%); Foseco (Thailand) Ltd (61.25%); Foseco Inc (U.S.A.); Fosven CA (Venezuela; 49%); Foseco Zimbabwe (Pvt) Ltd. CHEMICALS—SERICOL PRINTING: Sericol Australia Pty Ltd; Sericol (Hong Kong) Ltd (China); Sericol Ltd; Sericol International Ltd; Sericol SA (France); Sericol GmbH (Germany); Sericol India (Private) Ltd (67%); Sericol Sp. z.o.o. (Poland); Sericol España SA (Spain); Sericol AG (Switzerland); Sericol Inc (U.S.A.). FOSROC MINING: Willich Fosroc Gmb H (Germany; 50%); Fosroc Ksante Sp. z.o.o. (Poland; 70%); Fosroc Poland Sp. z.o.o.; Willich-Technika Gornicza i Budowlana Sp. z.o.o. (Poland; 50%); Fosroc Stratabolt (Pty) Ltd (South Africa); Witwatersrand Mining Supply Corporation (Proprietary) Ltd (South Africa; 50%); Willich AG (Switzerland; 50%); Fosroc Inc (U.S.A.). FUELS: Burmah Fuels Australia Ltd. ENERGY INVESTMENTS: Burmah Oil Netherlands Exploration BV. CENTRAL MANAGEMENT: Burmah Castrol Australia Ltd; Burmah Castrol Finance PLC; Burmah Castrol Holdings Ltd; Burmah Castrol Overseas Holdings Ltd; Burmah Castrol Trading Ltd; Burmah Castrol France Holdings SA; Burmah Castrol Holdings GmbH (Germany); Cairngorm Insurance Ltd (Guernsey); Burmah Castrol BV (Netherlands); Burmah Castrol N.Z. Ltd (New Zealand); Burmah Castrol (South Africa) Pty Ltd.

Principal Divisions

Castrol Industrial; Castrol Marine; Castrol Consumer; Castrol Commercial.

Burmah Castrol plc

views updated May 14 2018

Burmah Castrol plc

Burmah House
Pipers Way
Swindon, Wiltshire, SN3 1RE
United Kingdom
(0793) 511521
Fax: (0793) 513506

Public Company
Incorporated: 1886 as The Burmah Oil Company Ltd.
Employees: 25,000
Sales: £1.72 billion (US$3.32 billion)
Stock Exchanges: London New York

The Burmah Oil Company, renamed Burmah Castrol in 1990, is the oldest oil enterprise in the United Kingdom. It is best remembered for having survived in 1975 the most serious crash hitherto in the business history of the United Kingdom and for achieving what has been termed by John Davis of Money Observer, November 1988, “one of the greatest corporate come-backs of all time.” No longer involved in every stage of oil operations from exploration to marketing, it is now a leading international marketer of specialized oil and chemical products.

The company derives its name from the centuries-old oil works in Burma—spelled with an “h” in the Victorian era— which in 1886 became a province of the Indian empire. Founded that year in Glasgow by David Cargill, a Scottishborn merchant with lucrative trading interests in Ceylon, The Burmah Oil Company introduced new technology into the Burmese operations, such as mechanical drilling at the oil fields and continuous distillation in the Rangoon refinery. The oil fields and refinery were connected by a 275-mile pipeline in 1909. Initially all the oil was sold in Burma, apart from some wax for the United Kingdom, but the company was soon shipping products to mainland India, using its own tankers after 1899.

Winston Churchill had recently been appointed first lord of the Admiralty, and was seeking reliable sources of naval fuel oil to supplement those from Rangoon. In 1914 the U.K. authorities and Burmah Oil concluded an agreement which overcame their respective problems. The government acquired from the company a majority share in Anglo-Persian, while in turn the Admiralty obtained long-term fuel oil supplies from Anglo-Persian. During World War I, Burmah Oil concentrated on keeping India supplied with kerosene. After 1918 it became more widely known through its newly appointed managing director, Robert I. Watson. Energetic and highly respected throughout the oil world, Watson helped to devise the marketsharing international agreements which supported oil prices during the Depression between the wars and rationalized distribution methods throughout much of the world. In particular, he negotiated the Burmah-Shell agreement of 1928 that created a common distribution system for the subcontinent of India, and acquired for Burmah Oil a 4% shareholding in Shell, of which he became a director in 1929.

Burmah Oil came to the attention of the world in 1942 when Japanese forces overran a poorly defended Burma. To prevent its strategically crucial assets from falling into enemy hands, Watson authorized the destruction of the Rangoon refinery and all the installations at the oilfields. The Allies’s reconquest of Burma in 1945 permitted the company to start work again on its devastated properties there. However, the scale of its efforts was modified by the declared intention of the newly independent republic of Burma to work toward taking over all oil assets. After a short-lived joint venture arrangement, Burmah Oil agreed to an outright sale of its interests in Burma in 1963, obtaining relatively generous compensation since mutual goodwill was maintained to the end.

Its progressive withdrawal from Burma, although not from India or Pakistan, effectively turned the company into an oil investment trust. By the mid-1950s less than a third of its income was derived from trading, the rest coming from its 25% stake in British Petroleum (BP) and its 4% stake in Shell, both earning buoyant profits from their worldwide activities. Consequently in 1957 the chairman, William E. Eadie, launched a policy of diversification, notably in the western hemisphere. Attempts to secure fair compensation from Whitehall for the Burmese assets destroyed in 1942, over and above a nominal ex gratia payment, failed, when in 1965 the government of Harold Wilson, by a War Damage Act, blocked the Burmah Oil claim that had been successfully upheld in U.K. courts. By then the company was well embarked on the path of diversification. In addition to some ventures in the United States, Canada, and Australia, in 1962 it had acquired Lobitos Oilfields Ltd., which had production in Peru and Ecuador, and two specialist oil refineries in northwest England. This entry into the rapidly expanding specialized product market was carried further when in 1966 Burmah Oil purchased Castrol Ltd., the United Kingdom’s leading independent lubricating oil supplier, which had an unrivaled reputation for marketing skills. Castrol’s earnings helped to keep the Burmah group afloat during the difficult period after 1975.

Having ceased to be a fully integrated oil company since its withdrawal from Burma, but finding itself increasingly engaged in overseas exploration and specialist production, the group’s strategy in the 1960s was shaped by two quite unforeseen events. First, in 1963 BP and Shell launched a takeover bid, seeking the group’s properties in the western hemisphere and the Indian subcontinent, where neither company was well represented, and also feeling alarm at the Burmah group’s apparent aspirations to the status of a major oil corporation. The Burmah directors soon beat off the bid, but had to face the urgent need to safeguard the group’s future by improving its inadequate return on assets and its depressed share price. Second, the U.K. government in 1965 introduced a corporation tax, which disallowed companies with overseas interests from claiming relief in the United Kingdom on tax already paid to foreign governments, unless they could offset it against domestically earned income. One of those worst hit by this measure was the Burmah group, which consequently had to seek extensive acquisitions at home. Unable to repeat the highly syner-gistic purchases of Lobitos and Castrol, it bought, among others, the Rawlplug Company Ltd., Halfords Ltd., and Quin-ton Hazell Ltd., concerned with masonry fixing products, sales of motorists’ accessories, and car components respectively. It also greatly extended one of the former Lobitos refineries, at Ellesmere Port near Liverpool, to provide not only base lubricants for Castrol but also petrol for the large number of filling stations it was acquiring.

This diversification led the group in 1968-1969 to reorganize its many subsidiaries into three main divisions. The Burmah-Castrol Company dealt with lubricants and other fuels, while the non-oil activities were divided between Burmah Industrial Products and Burmah Engineering. Nicholas Williams, managing director from 1969 onward and in 1971 chief executive under a part-time chairman, promoted a number of profit-enhancing ventures. The group was already using its offshore expertise, gained in the United States and Australia, to prospect in the North Sea, acting as operator for various consortia. It made the first ever oil strike there in 1966, but had to wait until 1973-1974 for a major commercial discovery. In the early 1970s it entered the tanker business, both to transport crude for its own needs and to earn profits by chartering to outside parties. From 1975 it operated the Bahamas terminal, where oil was transhipped from giant tankers into smaller vessels capable of entering the shallower ports in the eastern and southern United States.

The outbreak of the Arab-Israeli War at the end of 1973 and the ensuing fourfold rise in oil prices began a year of grave difficulties for the Burmah group. The new Labour government of March 1974 planned to acquire majority stakes in North Sea operations and to tax oil profits more heavily than before. As delays in the implementation of these plans caused great uncertainty, the stock market prices of oil company shares steadily declined. A fall of about 60% in the value of BP shares meant that the lending banks were no longer fully covered under the Signal agreement, which in the closing months of 1974 had to be hastily renegotiated, thereby increasing the interest burden. The group’s total borrowings rose from less than half of stockholders’ funds at the end of 1973 to almost double a year later, and the board did little to sell off other assets or raise new equity in order to reduce the ratio. Moreover, the consequent reduced world demand for oil products had caused tanker rates to plummet. Thus the group faced substantial losses from this quarter; many of its 42 vessels, acquired at high prices in the earlier boom period, could no longer be chartered out or only at uneconomically low rates. In December 1974 the Burmah group, faced with a massive cash deficit, requested substantial sterling and dollar loans from the Bank of England.

The Labour government, resisting calls in its ranks for the nationalization of the Burmah group but well aware that the group’s financial collapse would set off a calamitous run on sterling, authorized the Bank of England to lend on the security of the BP shares. However, early in 1975, demands by outside creditors and fuller information regarding the huge tanker losses forced the group to seek an even larger loan from the bank. Under ministerial instructions, the Bank of England insisted on purchasing the BP shareholding outright, at the unduly low price then prevailing, with no profit-sharing agreement on any later resale.

As a further condition of the rescue measures, Williams resigned. The new chairman and chief executive was Alastair Down, formerly deputy chairman of BP. Down, assisted by a hand-picked managerial team, had first of all to restore the morale of the 41,000 employees in 300 subsidiaries worldwide. His next task was to determine which assets to retain because of their good cash flows, and which to sell in order to yield essential funds or, as in the case of the 42 tankers, to reduce losses. Over the next few years, Down and his team sold assets in the United States, Australia, Canada, Ecuador, and the North Sea, totaling no less than £865 million. The largest single group of assets, valued at nearly £300 million, were the Signal and other U.S. subsidiaries. With the full backing of the U.K. government, Down was able to delay selling until a fair offer was received.

This financial recovery allowed the top management to plan in depth the group’s future strategy, with the aim of ensuring stable income and longterm growth. Trading profits were coming mainly from lubricants and North Sea production. However, the North Sea fields were becoming worked out, and the group could afford only limited funds for further exploration, which would be very costly. Specialty chemicals therefore provided an alternative source of development. In 1981 the Bur-mah group launched a bid for Croda International Ltd., a chemical processing company that had lately seen its profits decline. Croda vigorously opposed the bid, and the group withdrew.

On Down’s retirement in 1983, his successor, John Maltby, introduced a major rationalization plan. His main objectives were to shed assets which were by then either peripheral or lossmaking, and to concentrate efforts on those assets likely to provide good income and reasonable growth. In 1985 he sold off five tankers, chartering out the two remaining vessels on profitable terms, and in 1986 he disposed of the Bahamas terminal. These sales could only be effected at considerable loss, totaling some £94 million between 1982 and 1987. The group also closed down the Ellesmere Port refinery and disposed of 41 separate businesses, including Rawlplug, Halfords, and Quinton Hazell. In 1986 it sold all of its U.K. exploration and production interests to Premier Consolidated Oilfields PLC, in return for a 25%—later almost 30%—portfolio (non-active) investment in the company. Since 1977 it had been transporting liquid natural gas from Indonesia to Japan under an agreement with the Indonesian State petroleum company PER-TAMINA, and in 1989 it sold 50% of its interest in the scheme to Japan’s Mitsui O.S.K. Lines, Ltd. and Nissho-Iwai. The sale provided cash for activities elsewhere while allowing the Burmah group to maintain a stake in this highly profitable operation.

Although most of the group’s acquisitions in the 1980s were on a relatively small scale to strengthen its main divisional interests, in 1987 it launched a bid for the Calor group, a specialist supplier of liquefied petroleum gas. This £820 million offer was made jointly with the privately owned Dutch energy group SHV Holdings NV, which by 1989 had a 9% stake in the Burmah group and a 40% stake in Calor. The bid was rebuffed and withdrawn. Despite such disappointments, the group enjoyed a decade or more of sustained recovery, thanks to successive rationalization plans.

However, by the end of the 1980s the Burmah group appeared once again to have reached a plateau. Turnover in 1989 was only marginally higher than in 1985, but this was the inevitable result of rationalization, which involved the sales of operations.

In mid-1990, when Lawrence Urquhart succeeded John Maltby as chairman, the company took the opportunity to restructure. It became Burmah Castrol plc, thereby combining the goodwill and historical associations of the century-old Burmah name with the worldwide reputation of Castrol’s products, which contributed over two-thirds of group earnings. The formerly separate functions of the group were to be merged to create a tighter company structure, eliminate duplication of effort, and speed up decision-making at each level. The chairman and chief executive would oversee head office functions such as finance, shipping, and energy investments. Under him a managing director would be responsible for three international divisions: lubricants, chemicals, and fuels. Eight group directors would report to the managing director, with no fewer than six concentrating on lubricants.

A former director, Roger Wood, in Accountancy Age, July 12, 1990, characterized these radical changes as a takeover of the group by its Castrol division, causing it to focus inward, at least as long as the substantial task of integration was under way. Yet the appointment under those changes of one Castrol director solely for the lubricants market in Western Europe and one for the same products in Germany and Eastern Europe suggests that Burmah Castrol is moving ahead of many other British companies in striving to take full advantage of the single European market from 1992 onward and of the opportunities now available in the former Eastern bloc. Other Castrol directors will concentrate on vital lubricants markets in North America, east Asia, and Southern Hemisphere countries.

In October 1990, Burmah Castrol launched a hostile takeover bid for Foseco plc, a U.K.-based company operating internationally and specializing predominantly in metallurgical and construction chemicals. This £270 million acquisition is a major step forward in the expansion of the company’s chemicals group. It significantly increases Burmah Castrol’s size and improves the balance of the company’s business, boosting Chemicals and correspondingly reducing the weighting of the other groups. Burmah Castrol has a chemicals group which commands attention in its portfolio, with a turnover of approximately £650 million.

These moves could be seen as the culmination of a process which began in 1975. While Alastair Down had saved the group by forced divestments, John Maltby had, in the words of Financial Weekly’s Edward Russell-Walling, June 11, 1987, “stripped it down from a lumbering and vulnerable hulk to a lighter and altogether more purpose-built craft.” Lawrence Urquhart in his turn planned to utilize the group’s resources more effectively than in the past, in the directions which would best promote its long-term expansion. In his words, “bringing all of our skills and strengths together in a single but strengthened company structure will ensure that Burmah Castrol remains a world beater in its selected markets throughout the nineties and beyond.”

Principal Subsidiaries

Castrol Ltd.; Veedol International Ltd.; Burmah Petroleum Fuels Ltd.; The Burmah Oil (Deutschland) GmbH (Germany); Castrol Australia Pty Ltd. (Australia); Castrol (Far East) Pte Ltd. (Singapore); Castrol Inc. (U.S.); Burmah Castrol Chemicals Ltd.; Industrial Adhe-sives Ltd.; Dussek Campbell Ltd.; Sericol Ltd.; Expandite Ltd.; Burmah Castrol Finance PLC; Burmah Castrol Trading Ltd.; Colombia Cement Co. Inc. (U.S.); Foseco (FS) Ltd.; Fosroc Ltd.