BHP LIMITED

BHP LIMITED and BILLITON PLC

JOINT STOCK EXCHANGE ANNOUNCEMENT AND PRESS RELEASE

Melbourne, 0800, Monday, 19 March 2001

London, 2130, Sunday, 18 March 2001


BHP AND BILLITON MERGE TO CREATE A PREMIER DIVERSIFIED GLOBAL RESOURCES GROUP

The Directors of BHP and Billiton have agreed a merger to establish a premier diversified global resources group, to be called BHP Billiton. The merger will be achieved through a dual listed company ('DLC') structure, creating a formidable enterprise of global scale and diversity, with the capacity and flexibility to pursue international growth opportunities, and with outstanding access to major capital markets.

BHP Billiton will be run by a unified Board and management team, with headquarters in Melbourne, Australia, and with a significant corporate management centre in London. The existing primary listings on the London and Australian stock exchanges will be maintained, as will the secondary listing on the Johannesburg Stock Exchange (and an American Depository Receipt listing on the New York Stock Exchange).

Based on the closing prices of BHP and Billiton shares on 16 March 2001, the aggregate market capitalisation of BHP Billiton was approximately US$28 billion (Pounds 20 billion; A$57 billion), and its enterprise value was approximately US$35 billion (Pounds 25 billion; A$71 billion).

Mr Paul Anderson will be the Chief Executive Officer of BHP Billiton and Mr Brian Gilbertson will be the Deputy Chief Executive Officer. Mr Anderson will retire by the end of calendar 2002, to be succeeded by Mr Gilbertson.

No shareholder in either company will need to exchange or tender their shares. Under the terms of the merger one existing Billiton share will have an economic interest equivalent to 0.4842 existing BHP shares. In order to ensure that the economic interest of each BHP and Billiton share is equivalent following implementation of the DLC, there will be a BHP bonus issue to its shareholders at a ratio of 1.0651 additional BHP shares for each BHP share held.

The existing Billiton share capital of 2,319 million shares will not be affected by the merger. Based on the terms of the merger the aggregate number of shares on issue in both companies following the merger would be approximately 6,024 million. Each of these shares would have equivalent economic and voting rights in the combined group.

The merger is conditional upon the approval of both BHP and Billiton shareholders and certain regulatory approvals.

HIGHLIGHTS

BHP Billiton will:

  • own an exceptional asset base of low-cost, long-life operations, with outstanding commodity and country diversification;
  • occupy industry-leader or near-leader positions in aluminium, metallurgical coal, seaborne steaming coal, copper, ferro-alloys, iron ore and titanium minerals, and have substantial interests in oil, gas, liquified natural gas (LNG), nickel, diamonds and silver;
  • be ideally placed to serve the commodity requirements of a diverse customer base across six continents, but predominantly in Asia, Australia, Europe and North America;
  • have proforma revenues of approximately US$18.6 billion and EBIT of approximately US$3.3 billion for the 12 months to 31 December 2000, making it one of the largest diversified resources groups in the world;
  • generate strong cash flows, with proforma EBITDA for the 12 months to 31 December 2000 of approximately US$4.9 billion, which will support the development of internal and external growth opportunities across the range of its businesses;
  • combine two experienced and innovative management teams sharing a future industry vision, and focussed on achieving superior shareholder returns;
  • deliver estimated pre-tax merger benefits of US$270 million in financial year 2003.

The BHP Steel assets are intended to be spun-out to BHP shareholders as a separate business under independent management, with an appropriate adjustment to compensate Billiton shareholders. This spin-out, which would be subject to relevant shareholder approval, is expected to be completed by the end of 2002 and will enhance the BHP Billiton focus on minerals and petroleum.

COMMENTS

'This is a sensational fit,' Mr Anderson, Managing Director and Chief Executive Officer of BHP said.

'The companies balance each other well, with an exceptional breadth of assets and capabilities which have taken many years to develop. The outstanding project portfolio is enhanced by a strong balance sheet, strong capital disciplines and a common commitment to shareholder value.'

'I am delighted to see discussions, which have been going on between us for some time now, bear fruit. Both companies have evolved to the point where we are convinced that by putting together our complementary, high-quality assets with the very best of our skills and people, we will create a resource group that will deliver exciting growth and value for shareholders, customers, communities and employees.'

'Additionally, the dual listed structure provides the financial flexibility required to compete in the global capital markets of the twenty-first century,' Mr Anderson said.

Mr Gilbertson, Chairman and Chief Executive of Billiton said, 'This merger brings together some of the world's finest mining, metals and energy assets under a dynamic and unified executive team. Few, if any, of our competitors will be better placed to serve the commodity requirements of our diverse customer base. The financial strength, international scope, and enhanced project skills of the combined group should bring major new growth opportunities internationally. In all of this, there will be unrivalled career opportunities for skilled and ambitious employees.'

'Our aspirations include an unequivocal commitment to the highest standards of health, safety and environmental practice, and the creation of sustainable development solutions benefiting all stakeholders, so that the value creation is genuine, broadly-based and enduring.'

RATIONALE FOR THE MERGER

The Boards of both companies believe that the merger will establish a powerful platform for future growth in shareholder value.

Each of BHP and Billiton have world class positions in commodity businesses to which the other has no existing exposure. The merger will result in shareholders of each company gaining exposure to those commodities without the risks normally associated with developing new projects and businesses.

BHP Billiton will also enjoy the following advantages:

BHP STEEL

The BHP Board has been considering for some time a range of initiatives to maximise the value of each of its businesses, particularly BHP Steel, in the context of an asset portfolio focussed on the growth of BHP's minerals and petroleum businesses.

The merger of BHP and Billiton, and the consequent further re-weighting of the combined asset base towards minerals and petroleum, means that it is the appropriate time to spin-out BHP Steel to maximise the ongoing prosperity of that business.

BHP Steel is intended to be spun-out to BHP shareholders by the end of 2002 and would be accompanied by an appropriate adjustment to compensate Billiton shareholders for the value distributed to BHP shareholders.

DETAILS OF THE MERGER STRUCTURE

Creation of the DLC structure will not require shareholders of either company to exchange or tender their existing shares, and each share in BHP and Billiton will have an equivalent effective economic and voting interest in the merged group.

The shareholders of BHP and Billiton will take key decisions on matters affecting the merged group through a procedure in which the shareholders of both companies will have equal voting rights per share. Accordingly, shareholders of BHP and Billiton will effectively have an interest in a single group combining all of the assets of both companies with a unified Board and management. Following completion of the merger, and taking account of the intended BHP Steel spin-out and the share buy-back recently announced by BHP, it is anticipated that the interests of the shareholders of BHP and Billiton in the single group will be of the order of 58% and 42% respectively.

In order to implement the DLC, and reflecting the agreed terms of the merger, BHP will make a bonus issue to its shareholders at a ratio of 1.0651 additional BHP shares for each BHP share held at that time, following which the dividend and capital rights of each BHP share relative to each Billiton share will be one to one.

Should any future corporate action benefit shareholders in only one of the two companies, an appropriate action will be taken to ensure parity between BHP and Billiton shares.

BHP and Billiton will continue as separate publicly quoted companies and retain their existing stock exchange listings and index participations.

Certain BHP shareholders may prefer to hold their interest in the merged group through Billiton. Following completion of the merger, the Directors of BHP Billiton will consider a proposal to enable BHP shareholders to exchange some or all of their holding of BHP shares for an equal number of new Billiton shares, up to a limit of 10% of the then issued share capital of BHP.

An amount of US$100 million will be payable by either BHP or Billiton, in certain circumstances, if the transaction does not proceed.

FINANCIAL INFORMATION

The merged group will have an extremely strong financial base with powerful cash flow generation capabilities. Aggregated for calendar year 2000, the merged group would have had under UK Generally Accepted Accounting Practices ('GAAP'):

BHP and Billiton intend to prepare a single set of combined accounts, denominated in US dollars and prepared under merger accounting principles in accordance with UK GAAP, with reconciliations to both Australian and US GAAP, together with any other financial information needed to meet their respective local requirements. The financial year end of both BHP and Billiton will remain 30 June.

BOARD AND MANAGEMENT

The Boards of Directors of the two companies will be identical and will comprise the current non-Executive Directors of both BHP and Billiton, together with the Chief Executive Officer, the Deputy Chief Executive Officer, the Chief Development Officer and the Executive Director, Global Markets. Mr Don Argus, currently Chairman of BHP will become Chairman of the merged group and Mr John Jackson, currently the Senior Non-Executive Director of Billiton will become Deputy Chairman.

Mr Paul Anderson, Chief Executive Officer of BHP, will become Chief Executive Officer of BHP Billiton and Mr Brian Gilbertson, current Chairman and Chief Executive of Billiton, will become Deputy Chief Executive Officer and CEO-designate, to succeed as Chief Executive Officer by the end of 2002. Two further Executive Directors will be appointed. Mr Mick Davis (currently Executive Director, Finance of Billiton) will become Chief Development Officer, based in London. Mr Ron McNeilly (currently President BHP Minerals) will become Executive Director, Global Markets.

Mr Charles Goodyear, the current Chief Financial Officer of BHP, will become the Chief Financial Officer of BHP Billiton.

BHP Billiton will establish an eight person Executive Committee comprising: Mr Anderson, Mr Gilbertson, Mr Davis, Mr Goodyear, Mr Mike Salamon (Chief Executive Minerals), Mr Philip Aiken (Chief Executive Petroleum), Mr Kirby Adams (Chief Executive Steel) and Mr John Fast (Chief Legal Counsel).

The group will have its headquarters in Melbourne, Australia, with a significant corporate management centre in London. Group head office functions will be split between the two locations.

An integration team has been established, headed by Mr Brad Mills, Chief Strategic Officer of BHP, and Mr Mike Salamon, Executive Director of Billiton, to ensure that the new organisation retains the best attributes and talent of the existing organisations, and develops a programme to quickly capture synergies and other benefits presented by the merger.

OTHER INFORMATION

Shareholders of each company will continue to receive dividends from the company in which they hold shares.

Dividends will be determined in US dollars on an equalised net cash payable basis such that, following the proposed BHP bonus issue, each company will pay an equivalent cash amount on each ordinary share.

BHP cash dividends will be paid in Australian dollars and Billiton cash dividends will be paid to holders on the London register in pounds sterling and to those on the Johannesburg register in South African rand.

An appropriate policy for dividend payments will be established which reflects earnings growth, financial condition and group prospects. Initially, dividends from BHP Billiton will be consistent with the dividend level paid by BHP. At current exchange rates, this would represent an increase in dividend income of approximately 10% for Billiton shareholders. Dividends paid on BHP shares will continue to qualify for Australian franking credits when available. Capital management will remain a priority and, accordingly, the recently announced BHP on market share buy-back will proceed. The buy-back programme is expected to be completed within 12-18 months, depending on market circumstances.

The Directors of both companies have been advised that Australian and UK resident shareholders of BHP and Billiton will not be treated as having disposed of their shares for Australian and UK capital gains tax purposes upon the formation of the DLC.

APPROVAL PROCESS AND TIMETABLE

The transaction is subject to the approval of the shareholders of both companies by special resolution and to the receipt of certain regulatory approvals and clearances.

Details of the proposal will be set out in circulars to be sent to shareholders as soon as possible. Each company will hold its shareholder meetings approximately four weeks thereafter. Completion will occur as soon as all necessary approvals have been obtained. The companies do not anticipate any significant competition or other regulatory concerns.

ends


Financial advisor to BHP is UBS Warburg.

Joint financial advisors to Billiton are JPMorgan and Gresham Advisory Partners Limited.

Corporate brokers to Billiton are JPMorgan and Dresdner Kleinwort Wasserstein.

In addition, Billiton has received financial advice from Dresdner Kleinwort Wasserstein.


This announcement is issued by BHP and Billiton and has been approved by J.P. Morgan plc ('JPMorgan') and UBS Warburg Ltd., a subsidiary of UBS AG, for the purposes of Section 57 of the Financial Services Act 1986.

This announcement does not constitute a recommendation regarding the purchase or sale of the ordinary shares of BHP or Billiton. Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. This announcement does not constitute an offer or invitation to purchase any securities or a solicitation to vote in favour of the proposed DLC merger. Any shareholder action required in connection with the proposed transaction will only be set out in documents to be published in due course and any decision made by shareholders should be made solely on the basis of information provided in those documents.

Certain statements in this announcement, particularly those regarding synergies, debt, costs, dividends, earnings, returns, share buy-backs, divestments, reserves and growth are or may be forward looking statements and actual results may differ materially from the statements made depending on a variety of factors, including successful integration of BHP and Billiton.

UBS Warburg Australia Corporate Finance Ltd., which is regulated in Australia by the Australian Securities and Investments Commission, and UBS Warburg Ltd., which is regulated in the United Kingdom by The Securities and Futures Authority Limited, (together 'UBS Warburg', both subsidiaries of UBS AG) are acting for BHP and no one else in connection with the proposed merger and will not be responsible to anyone other than BHP for providing the protections afforded to customers of UBS Warburg and its subsidiaries and affiliates, nor for providing advice in relation to the proposed merger.

J.P. Morgan plc ('JPMorgan'), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Billiton and no one else in connection with the proposed merger and will not be responsible to anyone other than Billiton for providing the protections afforded to customers of JPMorgan, nor for providing advice in relation to the proposed merger.

Gresham Advisory Partners Limited, which is regulated in Australia by the Australian Securities and Investments Commission, is acting for Billiton and no one else in connection with the proposed merger and will not be responsible to anyone other than Billiton for providing advice in relation to the proposed merger.

Kleinwort Benson Limited ('Dresdner Kleinwort Wasserstein'), which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Billiton and no one else in connection with the proposed merger and will not be responsible to anyone other than Billiton for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein, nor for providing advice in relation to the proposed merger.


ENQUIRIES:

BHP

Melbourne (media):

Mandy Frostick, Manager Media Relations, BHP Limited
Tel: +61 3 9609 4157
Mobile: +61 419 546 245
email: frostick.mandy.mr@bhp.com

Melbourne (investor relations):

Robert Porter, Vice President Investor Relations, BHP Limited
Tel: + 61 3 9609 3540
Mobile:+61 419 587456
Fax: + 61 3 9609 3006
email: porter.robert.r@bhp.com

Houston (investor relations):

Francis McAllister, Vice President Investor Relations, BHP Limited
Tel: +1 713 961 8625
Mobile:+713 480 3699
email: mcallister.francis.fr@bhp.com

Billiton

London (media and investor relations):

Marc Gonsalves, General Manager, Billiton
Tel: +44 20 7747 3956
Mobile:+44 7768 264 950
Fax: +44 20 7747 3914
email: mgonsalves@Billiton.com

Johannesburg (media and investor relations):

Michael Campbell, Manager Corporate Affairs, Billiton
Tel: +27 11 376 3360
Mobile:+27 82 458 2587
Fax: +27 11 376 3362
email: mcampbell@Billiton.co.za


ATTACHMENT 1 - PRO FORMA FINANCIAL OVERVIEW OF MERGED GROUP

Aggregated Financial Information

(12 months to 31 December 2000 and based on UK GAAP)

 

US$bn

A$bn*

Total Sales Revenues**

18.6

32.8

EBITDA**

4.9

8.7

EBIT**

3.3

5.9

Attributable profit

2.0

3.6

Operating cash flows***

4.6

8.2

Attributable net assets

11.9

21.5

Net debt

6.1

11.0

Net debt/equity

51.3%

Gearing (net debt/net debt + net assets)

32.5%

Interest cover ratio

6.1x

EBITDA interest cover

9.0x

* Based on an exchange rate of US$0.5548:A$1 for balance sheet purposes and US$0.5655:A$1 for profit and loss purposes.

** Including share of joint ventures and associates

*** Including dividends from joint ventures

EBITDA comprises earnings before interest, tax, depreciation and amortisation.

EBIT comprises earnings before interest and taxation.

Interest cover ratio is the ratio of EBIT to net interest adjusted for non-cash items.

EBITDA interest cover is the ratio of EBITDA to net interest adjusted for non-cash items.

The breakdown of net operating assets and EBIT may be represented as follows:

 

Net Operating

Assets

EBIT

By commodity:

%

%

Aluminium

16

13

Base Metals

21

15

Coal

14

16

Ferroalloys

5

5

Iron Ore

7

13

Nickel

6

4

Oil and Gas

14

38

BHP Steel

11

12

Other commodities

8

4

Others

(2)

(20)

 
By geographic origin:

%

%

Australia

36

52

Europe

4

7

North America

3

3

South America

28

18

Southern Africa

21

17

Rest of World

8

3

The breakdown of revenue by geographical market may be represented as follows:

 

%

Australia

24

Europe

20

North America

17

Japan

13

Other Asia

11

South Korea

5

Southern Africa

5

Rest of World

5

Notes:

The unaudited financial information above reflects the proposed Merger of BHP and Billiton to form BHP Billiton. It is intended that under UK GAAP the Merger will be accounted for using merger accounting principles. The unaudited proforma financial information has been prepared based upon the accounting policies of Billiton and has been prepared in accordance with UK GAAP, which differs in certain significant respects from US and Australian GAAP. In practice, restatement of the BHP results to UK GAAP has not required material adjustments to the results prepared under Australian GAAP.

The unaudited proforma financial information has:

  1. been included for illustrative purposes only and, because of its nature, may not give a true and fair picture of the results, cash flows, and the financial position of BHP Billiton;
  2. been adjusted to eliminate an impairment charge in the P&L account of US$0.6 billion (US$0.3 billion net of tax) arising in the year in respect of BHP's Western Australian HBI plant as it is not representative of the combined business going forward; and
  3. not been adjusted to reflect any costs of the Merger or Merger benefits.

ATTACHMENT 2 - BHP - KEY FACTS

COMPANY DESCRIPTION

Overview

BHP is a global natural resources company, engaged in the discovery, development, production and marketing of iron ore, coal, copper, oil and gas, diamonds, silver, lead, zinc and a range of other natural resources. BHP has 28,000 employees in more than 30 countries and is headquartered in Melbourne, Australia.

Market Capitalisation

A$38 billion at 16 March 2001.

Number of fully paid shares at 14 March 2001: 1,794,027,311.

Listed on Stock Exchanges in Australia, the UK (London), Germany (Frankfurt), NewZealand (Wellington), Switzerland (Zurich) and in the form of American Depositary Receipts in the United States (New York).

ADR Listing NYSE: 40,039,000 ADRs (shares/ADR:2).

Exchange Symbol: BHP (Australia); BHP/NYSE (United States).

Financial Information

(12 months to 31 December 2000 and based on UK GAAP)

 

US$bn

Total Sales Revenue*

12.4

EBITDA*

3.5

EBIT*

2.4

Attributable profit*

1.4

Operating Cashflow**

3.4

Attributable net assets

5.9

Net debt

3.4

Net debt/equity

57.6%

Gearing (net debt/net debt + net assets)

35.1%

Interest cover ratio

6.3x

EBITDA interest cover ratio

9.4x

* Including joint ventures and associates

** Including dividends from joint ventures

EBITDA comprises earnings before interest, tax, depreciation and amortisation

EBIT comprises earnings before interest and taxation

Interest cover ratio is the ratio of EBIT to net interest adjusted for non-cash items

EBITDA interest cover is the ration of EBITDA to net interest adjusted for non-cash items

The unaudited financial information for BHP has been prepared based upon the accounting policies of Billiton and has been prepared in accordance with UK GAAP, which differs in certain significant respects from US and Australian GAAP. In practice, restatement of BHP results to UK GAAP has not required material adjustments to the results prepared under Australian GAAP.

This unaudited proforma financial information has been adjusted to eliminate an impairment charge in the P&L account of US$0.6 billion (US$0.3 billion net of tax) arising in the year in respect of BHP Western Australian HBI plant.

RECENT CORPORATE HISTORY

Major growth programme committed:

PORTFOLIO OVERVIEW

 

Net operating assets

EBIT

Base Metals

24%

19%

Coal

13%

18%

Iron Ore

13%

18%

Oil & Gas

26%

54%

BHP Steel

22%

17%

Others

2%

(26)%

Production statistics in the following section are for the year ended 31 December 2000 unless otherwise stated.

MINERALS

COPPER

Attributable copper production: 851,000 tonnes contained in concentrate and cathode.

Escondida (BHP 57.5%)

Committed Growth Projects

Planned Growth Projects

Tintaya (BHP 99.96%)

Committed Growth Projects


IRON ORE

Attributable iron ore production: 61.3 million tonnes.

Western Australia (BHP 85%)

Planned Growth Projects

Samarco (BHP 50%)

COAL

Attributable coal production: 53.9 million tonnes.

Queensland Coal

Committed Growth Projects

New Mexico Coal (BHP 100%)

Committed Growth Projects

Illawarra Coal (BHP 100%)

Indonesia Coal (BHP 80%)

DIAMONDS

EKATITM (BHP 51%)

Attributable diamond production: 1.3 million carats.

SILVER/LEAD/ZINC

Cannington (BHP 100%)

Attributable silver production: 32.5 million ounces contained in lead concentrate.

Attributable lead production: 211,009 tonnes contained in concentrate.

Attributable zinc production: 66,933 tonnes contained in concentrate.

OIL AND GAS

Attributable crude oil and condensate production: 83.8 million barrels.

Attributable gas production (natural gas, LNG and ethane): 246 billion cubic feet.

Bass Strait (BHP 50%)

Attributable crude oil and condensate production: 31.9 million barrels.

North West Shelf (BHP 16.67% LNG, 8.33% domestic gas)

Attributable liquefied natural gas production: 58.6 billion cubic feet.

Planned Growth Projects

Liverpool Bay (BHP 46.1% Operator)

Attributable oil production: 8 million barrels.

Attributable gas production: 34 billion cubic feet.

Laminaria (BHP 32.6%)

Attributable oil production: 15 million barrels.

Griffin (BHP 45% Operator)

Attributable oil production: 6 million barrels.

Bruce (BHP 16%)

Attributable gas production: 25.6 billion cubic feet.

Oil and Gas Committed Growth Projects

Typhoon (BHP 50%)

BBRS/ROD (BHP 17.3%)

Ohanet (BHP 45% Operator)

Oil and Gas Growth Projects

Gulf of Mexico, United States

Zamzama, Pakistan (BHP 47.5%)

STEEL

Attributable raw steel production: 6.2 million tonnes.


ATTACHMENT 3 - BILLITON - KEY FACTS

COMPANY DESCRIPTION

Overview

Billiton is one of the world's leading metals and mining companies. It is a major producer of aluminium and alumina, chrome and manganese ores and alloys, steaming coal, nickel and titanium minerals, and is developing a substantial and growing copper portfolio. It employs some 30,000 people, predominantly in Australia, Latin America and Southern Africa, and has its headquarters in London.

Market Capitalisation

US$10 billion as at 16 March 2001.

Ordinary share capital: 2,319 million US$0.50 shares.

Listed on Stock Exchanges in the UK (London), South Africa (Johannesburg) and France (Paris).

Exchange Symbol: BLT (UK); BLJ (South Africa).

Financial Information

(12 months to 31 December 2000, and based on UK GAAP).

 

US$ billion

Total Sales Revenue*

6.2

EBITDA*

1.4

EBIT*

1.0

Attributable profit *

0.7

Operating Cashflow**

1.3

Attributable net assets

6.1

Net debt

2.7

Net debt/equity

45.3%

Gearing (net debt/net debt+net assets)

29.7%

Interest cover ratio

5.7x

EBITDA interest cover

8.1x

* Including joint ventures and associates

** Including dividends from joint ventures

EBITDA comprises earnings before interest, tax, depreciation and amortisation.

EBIT comprises earnings before interest and taxation.

Interest cover ratio is the ratio of EBIT to net interest adjusted for non-cash items.

EBITDA interest cover is the ratio of EBITDA to net interest adjusted for non-cash items.


RECENT CORPORATE HISTORY

1997

1998

2000

2001

PORTFOLIO OVERVIEW

The net operating assets and the EBIT of Billiton, analysed by commodity, are listed below:

At 30 December 2000

Net Operating Assets

EBIT

 

%

%

Aluminium

33

45

Base Metals

18

3

Coal

15

14

Ferroalloys

10

16

Nickel

14

15

Others

10

7

Base metals includes only three months of Rio Algom profits

Aluminium

Bauxite Mining

Alumina Refining

Aluminium Smelting

Planned Growth Projects

Base Metals

Base Metals Growth Projects

Coal

Ingwe

COAL

Colombian Coal

Planned Growth Projects

Nickel

Cerro Matoso

Yabulu

Potential growth projects

Steel & Ferroalloys

Samancor

GEMCO and TEMCO

Titanium Minerals