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Bhp billiton plc - Takeover bid for WMC Resources Ltd - Extension of Offer
Period
Bhp billiton plc
Share code: BIL
Isin: GB0000566504
28 April 2005
To: Mr. Peter Horton - WMC London Stock Exchange
The Manager New York Stock Exchange
Companies Announcement Platform wiss Stock Exchange
The Australian Stock Exchange JSE Securities Exchange SA
Deutsche Bank
UBS Zurich
Takeover bid for WMC Resources Ltd - Extension of Offer Period
BHP Billiton has extended the offer period for its takeover bid for WMC
Resources. The offer now closes at 7:30 pm (Melbourne time) on 3 June 2005.
Attached are:
- a letter that is being sent by BHP Billiton to WMC Resources shareholders;
- a notice by BHP Billiton Lonsdale Investments Pty Ltd pursuant to section
650D of the Corporations Act 2001 (C`th), giving formal notice of the extension
of the offer period; and
- a notice by BHP Billiton Lonsdale Investments Pty Ltd pursuant to section
630(2) of the Corporations Act, giving notice of 26 May 2005 as the new date for
giving notice on the status of conditions of the offer.
In addition, a formal notice declaring the offer free of the condition set out
in clause 5.1(b) of the Bidder`s Statement (FIRB approval condition) is also
enclosed.
Yours faithfully
Karen Wood
Company Secretary
28 April 2005
Dear WMC Resources shareholder,
BHP Billiton`s offer for WMC Resources extended
I am writing to advise you that the offer by BHP Billiton Lonsdale Investments
Pty Ltd for WMC Resources Ltd
has been extended. The offer is now scheduled to close at 7.30pm Melbourne time
on 3 June 2005. The formal notice extending the offer period is set out on the
back of this letter.
If you have any questions please do not hesitate to contact the Offer
Information Line on:
For Australian callers: 1300 365 849
For international callers: +61 3 9415 4254
For US callers: MacKenzie Partners, Inc.
(212) 929 5500 (call collect) or
(800) 322 2885 (toll-free)
Yours sincerely,
Karen Wood
Company Secretary
A copy of this notice was lodged with the Australian Securities & Investments
Commission (`ASIC`) on 28 April 2005. ASIC takes no responsibility for the
contents of the notice.
NOTICE OF VARIATION OF TAKEOVER OFFERS
FOR ALL OF THE ORDINARY SHARES IN WMC RESOURCES LTD
TO: WMC Resources Ltd ABN 76 004 184 598 (`WMC Resources`)
AND TO: The holders of all of the ordinary shares in WMC Resources registered
at 7:00pm Melbourne time on 21 March 2005 (the `Offerees`) and to the holders of
WMC Resources Options registered at 7:00pm Melbourne time on 21 March 2005.
1. Extension of Offer Period
By this notice BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972
(`BHP Billiton Lonsdale`) VARIES its offers dated 29 March 2005 for all of the
ordinary shares in WMC Resources (the `Offers`) by:
(a) extending the period during which the Offers remain open for acceptance
until
7.30pm Melbourne time on 3 June 2005; and
substituting the date `3 June 2005` for the date `6 May 2005`, in clause 2
of the Offers.
2. DATE FOR GIVING NOTICE AS TO STATUS OF CONDITIONS
The new date in clause 5.5 of the Offers for giving notice under section 630 of
the Corporations Act as to the status of conditions in clause 5.1 of the Offers
is 26 May 2005.
DATED 28 April 2005
SIGNED on behalf of BHP Billiton Lonsdale Investments Pty Ltd by Charles W.
Goodyear and John C. Fast being directors of BHP Billiton Lonsdale Investments
Pty Ltd who are authorised to so sign by a resolution passed at a meeting of the
directors of BHP Billiton Lonsdale Investments Pty Ltd.
C.W. Goodyear - Director
J.C. Fast - Director
NOTICE UNDER SECTION 650F
OF THE CORPORATIONS ACT 2001 (Cth)
TO: Company Secretary London Stock Exchange
WMC Resources Ltd New York Stock Exchange
Level 16 Swiss Stock Exchange
60 City Road JSE Securities Exchange SA
SOUTHBANK VIC 3006 Deutsche Bank
UBS Zurich
The Manager
Company Announcements Office
Australian Stock Exchange Limited
530 Collins Street
MELBOURNE VIC 3000
BY THIS NOTICE, BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972
(BHP Billiton Lonsdale) DECLARES the offers dated 29 March 2005 made by it under
an off-market takeover bid for all the ordinary shares of WMC Resources Ltd (WMC
Resources) and the contracts formed by the acceptance of any of those offers
free from the condition set out in clause 5.1(b) of the offers (relating to
Foreign Investment Review Board approval).
The offers are now free of that condition.
BHP Billiton Lonsdale`s voting power in WMC Resources at the time of giving this
notice is 3.10%.
DATED 28 April 2005
FOR AND ON BEHALF OF
BHP Billiton Lonsdale Investments Pty Ltd
C. W. Goodyear - Director
NOTICE UNDER SECTION 630(2)(b)
OF THE CORPORATIONS ACT 2001 (Cth)
TO: WMC Resources Ltd ABN 76 004 184 598 (`WMC Resources`)
BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (Bidder) GIVES
NOTICE under section 630(2)(b) of the Corporations Act 2001 (Cth) that:
(a) as a result of extension of the period for which the offers dated 29 March
2005 by it under its off-market takeover bid to acquire all of the ordinary
shares in WMC Resources are open for acceptance, the date for giving notice on
the status of conditions in clause 5.5 of the offer is postponed to 26 May 2005;
(b) the offers dated 29 March 2005 (the `Offers`) by the Bidder under its off-
market takeover bid to acquire all of the ordinary shares in WMC Resources are
not free from the conditions set out in clause 5.1 of the Offers other than the
following conditions:
- FIRB approval (clause 5.1(b) of the Offers);
- Hart-Scott-Rodino approval (clause 5.1(c) of the Offers);
- European Union merger control approval (clause 5.1(d) of the Offers); and
- ACCC approval (clause 5.1(e) of the Offers);
(c) so far as the Bidder knows, the conditions set out in clause 5.1 of the
Offers were, at the time of giving this notice, unfulfilled other than the
following conditions:
- FIRB approval (clause 5.1(b) of the Offers);
- Hart-Scott-Rodino approval (clause 5.1(c) of the Offers);
- European Union merger control approval (clause 5.1(d) of the Offers); and
- ACCC approval (clause 5.1(e) of the Offers).
DATED 28 April 2005
FOR AND ON BEHALF OF
BHP Billiton Lonsdale Investments Pty Ltd
C.W. Goodyear - Director
Date: 28/04/2005 09:39:44 AM
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