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BHP Billiton Plc - BHP Billiton announces establishment of acceptance
facility and broker handling fees
BHP Billiton Plc
SHARE CODE: BIL
ISIN: GB0000566504
Neathouse Place
London SW1V 1BH
Tel +44 20 7802 4054
Fax +44 20 7802 4111
bhpbilliton.com
13 May 2005
London Stock Exchange
JSE Securities Exchange SA
BHP Billiton announces establishment of acceptance facility and broker
handling fees
BHP Billiton Lonsdale Investments Pty Ltd (a member of the BHP Billiton
Group) has today issued a Supplementary Bidder`s Statement to the
bidder`s statement it issued dated 21 March 2005. Both documents form
part of BHP Billiton Limited`s cash offer (the `Offer`) to acquire the
entire issued capital of WMC Resources Limited.
Additional information in respect of the Offer can be found on the
Group`s website, www.bhpbilliton.com.
Yours sincerely,
Karen Wood
Company Secretary
SUPPLEMENTARY BIDDER`S STATEMENT
This document is a Supplementary Bidder`s Statement to the bidder`s
statement of BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346
972 (BHP Billiton) (a member of the BHP Billiton Group) dated 21 March
2005 (Bidder`s Statement), given in connection with BHP Billiton`s
offer (Offer) to acquire all issued shares in WMC Resources Limited ABN
76 004 184 598 (WMC Resources).
13 May 2005
BHP BILLITON ANNOUNCES ESTABLISHMENT OF ACCEPTANCE FACILITY
AND BROKER HANDLING FEES
Acceptance facility
BHP Billiton encourages all WMC Resources shareholders to accept the
Offer now, but recognises that there may be some WMC Resources
shareholders who are supportive of BHP Billiton`s offer, but may not be
willing or able to accept before the Offer is, or will become,
unconditional.
Accordingly, BHP Billiton announces today that an acceptance facility
(Acceptance Facility) which is open to certain `professional investors`
(as defined in the Corporations Act) who own at least 100,000 WMC
Resources shares has been established by Merrill Lynch Equities
(Australia) Limited (Merrill Lynch) in order to facilitate receipt of
acceptances to BHP Billiton`s offer for WMC Resources. The Acceptance
Facility has been structured so that BHP Billiton will not be able to
rely on the Acceptance Facility in circumstances where BHP Billiton
would not be assured of control of WMC Resources. BHP Billiton is not,
however, obliged to declare its Offer unconditional in circumstances
where BHP Billiton would be assured of control of WMC Resources.
Further details of the Acceptance Facility are set out in section 2 of
this Supplementary Bidder`s Statement.
Broker handling fees
BHP Billiton also announces that if the Offer becomes unconditional, it
will pay a broker handling fee to brokers who initiate acceptances of
the Offer for their retail clients. Further details of the broker
handling fees are set out in section 3 of this Supplementary Bidder`s
Statement.
Offer
BHP Billiton has varied the Offer by extending the Offer Period from
7:30pm Melbourne time on 6 May 2005 to 7:30pm Melbourne time on 3 June
2005 (by a notice dated 28 April 2005).
Certain conditions to the Offer have been waived by BHP Billiton or
satisfied. However, the Offer is still subject to certain conditions.
Further details concerning the status of the Offer`s conditions are
contained in section 1 of this Supplementary Bidder`s Statement.
Further information
For further information in relation to the matters set out in this
Supplementary Bidder`s Statement, WMC Resources shareholders can
contact the BHP Billiton Offer information line on 1300 365 849 (from
within Australia) or +61 3 9415 4254 (if calling from outside
Australia). Callers from the United States should contact MacKenzie
Partners, Inc. on (212) 929 5500 (call collect) or (800) 322 2885 (toll
free).
This Supplementary Bidder`s Statement must be read together with the
Bidder`s Statement. Unless the context otherwise requires, terms
defined in the Bidder`s Statement have the some meaning in this
Supplementary Bidder`s Statement. This Supplementary Bidder`s
Statement will prevail to the extent of any inconsistency with the
Bidder`s Statement.
A copy of this Supplementary Bidder`s Statement was lodged with ASIC
and sent to WMC Resources on 13 May 2005. Neither ASIC nor any of its
officers takes any responsibility as to the contents of this
Supplementary Bidder`s Statement
1. OFFER
BHP Billiton has previously advised that the conditions contained in
clauses 5.1(c) (Hart-Scott-Rodino approval), 5.1(e) (ACCC approval) and
5.1(d) (European Union merger control approval) of the Bidder`s
Statement have been fulfilled.
In addition, having previously obtained FIRB approval subject to
acceptable conditions, BHP Billiton declared the Offer free from the
condition contained in clause 5.1(b) of the Bidder`s Statement on 28
April 2005.
Accordingly, the Offer is now free of all conditions other than the
conditions contained in clauses 5.1(a) (90% minimum acceptance
condition), 5.1(f) (approvals by Public Authorities), 5.1(g) (no action
by any Public Authority adversely affecting the Offer), 5.1(h) (no
prescribed occurrences), 5.1(i) (no material acquisitions, disposals or
changes in the conduct of WMC Resources` business), 5.1(k) (non-
existence of certain rights), 5.1(l) (no material adverse change) and
5.1(m) (S&P/ASX 200 Index not falling below 3500) of the Bidder`s
Statement.
BHP Billiton reserves the right to declare its offer free from any of
the remaining conditions at any time (and at any level of acceptances)
subject to the Corporations Act requirements.
2. ACCEPTANCE FACILITY
The Acceptance Facility is open to certain `professional investors` (as
defined in the Corporations Act) who own at least 100,000 WMC Resources
shares (eligible shareholders).
Under the Acceptance Facility:
* Eligible shareholders may lodge with Merrill Lynch acceptance
instructions (in the form of Acceptance Forms and/or irrevocable
directions to custodians to accept BHP Billiton`s Offer (Instructions))
that demonstrate their intention to accept the Offer once the Offer is,
or will become, unconditional. The arrangements for the Acceptance
Facility provide for Merrill Lynch to hold the Instructions as
acceptance collection agent only (with powers limited to those within
the exceptions to the definition of relevant interest in sub-sections
609(2) and 609(3) of the Corporations Act) and Merrill Lynch will not
acquire a relevant interest in any of the WMC Resources shares the
subject of the Instructions.
* Merrill Lynch will deliver the Instructions (in the case of
acceptance forms, in accordance with the instructions set out on those
forms, and in the case of custodian directions, to the relevant
custodians) lodged by eligible shareholders once Merrill Lynch has
received a written confirmation (Confirmation Letter) from BHP Billiton
that:
(a) BHP Billiton has declared the Offer free from all conditions that
have not been fulfilled; or
(b) BHP Billiton will declare the Offer free from all conditions that
have not been fulfilled (Declaration) once all of the delivered
Instructions are validly processed or implemented (as appropriate).
If a Confirmation Letter is provided in accordance with paragraph (b),
BHP Billiton reserves the right to make a Declaration before the
processing or implementation of the Instructions is complete. BHP
Billiton will use reasonable endeavours to ensure that the Instructions
are processed or implemented as soon as practicable.
* BHP Billiton will not provide a Confirmation Letter to Merrill Lynch
unless the Confirmation Precondition has been satisfied. For this
purpose, the Confirmation Precondition is that the sum of the number of
WMC Resources Shares in which BHP Billiton has a relevant interest at
the relevant time, plus the number of WMC Resources Shares in respect
of which Instructions have been received, as advised by Merrill Lynch
to BHP Billiton, exceeds 50% of the number of WMC Resources Shares on
issue at that time. Satisfaction of the Confirmation Precondition does
not oblige BHP Billiton to give the Confirmation Letter.
* BHP Billiton reserves the right to declare the Offer free of any and
all conditions at any time (subject to the Corporations Act), including
before the Confirmation Precondition has been satisfied. If BHP
Billiton declares the Offer free of all conditions before the
Confirmation Precondition occurs, the arrangements for the Acceptance
Facility provide that Merrill Lynch will promptly destroy any
Instructions received by it. To accept the Offer, a WMC Resources
shareholder who delivered Instructions will then need to deliver or
initiate their acceptance in accordance with the Offer. If a WMC
Resources shareholder requires a new Acceptance Form for this purpose,
they should contact the BHP Billiton Offer information line on one of
the telephone numbers set out above.
* Eligible shareholders who lodge Instructions with Merrill Lynch
retain all rights in relation to and full control over their WMC
Resources shares and may withdraw those Instructions at any time until
Merrill Lynch receives the Confirmation Letter from BHP Billiton.
The arrangements for the Acceptance Facility provide that, before
8:30am each business day, Merrill Lynch will inform BHP Billiton in
writing of the number of WMC Resources shares in respect of which
Instructions have been received in the Acceptance Facility as at 7:30pm
on the previous business day. BHP Billiton will disclose this
information to the market by 9:30am on the business day following a
movement of 1% or more in the aggregate of the number of WMC Resources
shares subject to the Acceptance Facility and the number of WMC
Resources shares in which BHP Billiton or its associates have a
relevant interest, together with a breakdown of the aggregate amount
between those two categories.
Merrill Lynch International is acting for BHP Billiton as corporate
broker to the Offer and remuneration for this role is on standard
commercial terms.
3. BROKER HANDLING FEES
Subject to the terms below, if the Offer becomes or is declared
unconditional, BHP Billiton will pay Broker Handling Fees to market
participants of ASX (Brokers) who initiate, or have initiated,
acceptances of the Offer (Acceptances) in respect of parcels of WMC
Resources Shares held by retail shareholders of WMC Resources. A
retail shareholder of WMC Resources is one who is not a Broker or an
associate of a Broker and who held less than 100,000 WMC Resources
Shares at the date of the Acceptance.
The Broker Handling Fee payable in relation to any Acceptance will be
0.75% of the consideration payable by BHP Billiton under the Offer as a
result of that Acceptance. The maximum Broker Handling Fee payable in
respect of any Acceptance by a retail shareholder of WMC Resources is
$750.
Broker Handling Fees will be payable in respect of Acceptances received
at any time during the Offer Period after the date of this Supplemental
Bidder`s Statement.
The Broker Handling Fees are payable to Brokers only. No part of the
Broker Handling Fees can be passed on or paid to WMC Resources
shareholders. Brokers are not entitled to receive any Broker Handling
Fees in respect of any WMC Resources Shares in which they, or any
associate, holds a relevant interest.
An Acceptance by a Broker constitutes representations that neither the
Broker nor its associate is the accepting WMC Resources shareholder and
that the fee will not be passed on or otherwise shared directly or
indirectly with the accepting WMC Resources shareholder.
Any Broker Handling Fees liable to be paid in respect of any
Acceptance, will be paid by BHP Billiton within 14 days after the later
of:
* the date of the production of:
* an Acceptance Form bearing the Broker`s stamp; or
* in the case of CHESS Holdings, a Claim Form (as discussed below);
and
* the date the Offer becomes unconditional.
No Broker Handling Fees are payable in respect of Acceptances that are
withdrawn.
For Brokers who initiate acceptance of the Offer through CHESS, a
commission claim form (Claim Form) must be submitted to Computershare.
The Claim Form must be received by Computershare within one month of
the end of the offer period, being 3 June 2005 (unless extended in
accordance with the Corporations Act) and include the following
details:
(a) registered name and address details for each WMC Resources
shareholder to which the Claim Form relates;
(b) Holder Identification Number for each WMC Resources shareholder to
which the Claim Form relates;
( c) number of WMC Resources Shares accepted by each WMC Resources
shareholder;
(d) Participant Identification Number; and
(e) a representation that neither the Broker nor its associate is the
accepting WMC Resources shareholder and the fee will not be passed on
or otherwise shared directly or indirectly with the WMC Resources
shareholder.
Claim Forms must be forwarded to:
Computershare Investor Services Pty Limited
Attention: Craig Heaven
Yarra Falls
452 Johnston Street
ABBOTSFORD VIC 3067
BHP Billiton reserves the right to aggregate any Acceptances in
determining the Broker Handing Fees payable to any Broker if BHP
Billiton believes that a party has structured holdings of WMC Resources
Shares to take advantage of the Broker Handling Fees.
BHP Billiton may, in its discretion, determine any disputes regarding
whether a Broker Handling Fee is payable.
Dated 13 May 2005
SIGNED on behalf of BHP Billiton Lonsdale Investments Pty Ltd by Ross
Edwin Mallett, being a secretary of BHP Billiton Lonsdale Investments
Pty Ltd who is authorised to sign by a resolution passed at a meeting
of the directors of BHP Billiton Lonsdale Investments Pty Ltd.
..............................................................
Further Information for U.S. Holders
BHP Billiton has filed the Bidder`s Statement, as supplemented from
time to time, with the U.S. Securities and Exchange Commission (SEC)
under cover of Form CB. Investors and holders of WMC Resources
securities are strongly advised to read the Bidder`s Statement and any
other relevant documents filed with the SEC, as well as any amendments
and supplements to those documents, because they will contain important
information. Investors and holders of WMC Resources securities may
obtain free copies of the informational document (when available) as
well as other relevant documents filed with the SEC, at the SEC`s
website at www.sec.gov. WMC Resources has issued a target`s statement
in connection with the offer which investors and holders of WMC
Resources securities are strongly advised to read.
This communication is for information purposes only. It shall not
constitute an offer to purchase, sell or exchange or the solicitation
of any offer to purchase, sell or exchange any securities of WMC
Resources. The distribution of this communication may, in some
countries, be restricted by law or regulation. Accordingly, persons
who come into possession of this document should inform themselves of
and observe these restrictions.
Date: 13/05/2005 01:24:26 PM
Produced by the JSE SENS Department |
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