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BHP - BHP Billiton`s offer for WMC resources to close on 3 June 2005
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share Code: BIL
ISIN: GB0000566504
Date 26 May 2005
BHP BILLITON`S OFFER FOR WMC RESOURCES TO CLOSE ON 3 JUNE 2005
BHP Billiton today announced that it has not extended its offer for WMC
Resources (WMC).
The offer is due to lapse at 7.30pm (Melbourne time) on 3 June 2005 unless BHP
Billiton achieves(1)acceptances (including instructions under the Acceptance
Facility) for more than 50% of WMC shares.
After today, the offer can only be extended in limited circumstances in
accordance with the Corporations Act.
Should acceptances and instructions exceed 50%(1), the offer will be declared
unconditional(2) and payment terms accelerated so that accepting shareholders
are paid within five business days(3). In these circumstances the offer will
also be automatically extended by two weeks from the date such acceptances and
instructions exceed 50%.
BHP Billiton Chief Executive Officer, Chip Goodyear said: `WMC shareholders now
need to make a decision. We believe that our cash offer of A$7.85 per share is
full and fair. All the necessary regulatory approvals have been received and
shareholders have been given sufficient time to allow them to assess the merits
of our offer.`
`It is not in the interests of BHP Billiton or WMC shareholders to further
extend the offer. Should the offer lapse, we will continue to follow our
clearly set out strategy focussing on value creating opportunities`.
In a letter to all WMC shareholders today, WMC Chairman, Tommie Bergman, said
that WMC`s directors believed that the BHP Billiton offer represented excellent
value. `In the 11 weeks since the receipt of BHP Billiton`s offer, your Board
has not had any other approaches.`
Mr Bergman said that WMC`s directors planned to accept the offer in respect of
their own holdings of WMC shares. `... WMC`s share price may fall below A$7.85
if BHP Billiton`s offer lapses,` he said.
At this time, BHP Billiton has achieved acceptances in respect of 4.49% of WMC
shares (no instructions have been received under the Acceptance Facility as at
7.30pm Melbourne time yesterday) and holds an economic exposure to a further
4.3% of WMC shares through cash settled derivative contracts.
A notice of status of offer conditions is attached.
If shareholders have any questions in relation to the offer or accepting it,
they should contact the offer information line on 1300 365 849 (from within
Australia) or +61 3 9415 4254 (if calling from outside Australia). If calling
from the United States of America, please contact MacKenzie Partners at (212)
929 5500 (call collect) or (800) 322 2885 (toll free) or by email at
proxy@mackenziepartners.com.
(1) within the last 7 days of the offer
(2) a confirmation letter will be provided to the Acceptance Facility operator
triggering implementation of all instructions held
(3) of the later of the offer becoming unconditional and the shareholder`s
acceptance being processed or instructions being implemented
Further information on BHP Billiton can be found on our Internet site:
http://www.bhpbilliton.com
Australia United Kingdom
Jane Belcher, Investor Relations Mark Lidiard, Investor & Media
Tel: +61 3 9609 3952 Relations
Mobile: +61 417 031 653 Tel: +44 20 7802 4156
email: Jane.H.Belcher@bhpbilliton.com email: Mark.Lidiard@bhpbilliton.com
Tania Price, Media Relations Ariane Gentil, Media Relations
Tel: +61 3 9609 3815 Tel: +44 20 7802 4177
Mobile: +61 419 152 780 email: Ariane.Gentil@bhpbilliton.com
email: Tania.Price@bhpbilliton.com
United States South Africa
Mark Lidiard, Investor & Media Michael Campbell, Investor & Media
Relations Relations
Tel: USA +1 713 599 6100or UK +44 20 Tel: +27 11 376 3360
7802 4031 Mobile: +27 82 458 2587
email: Mark.Lidiard@bhpbilliton.com email:
Michael.J.Campbell@bhpbilliton.com
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.
NOTICE UNDER SECTIONS 630(3) AND 650F(1)
OF THE CORPORATIONS ACT 2001 (Cth)
TO: WMC Resources Ltd ABN 76 004 184 598:
BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (`BHP Billiton`)
GIVES NOTICE:
(a) under section 650F(1) of the Corporations Act 2001 that BHP Billiton
declares the offers dated 29 March 2005 (the `Offers`) by BHP Billiton under its
off-market takeover bid to acquire all of the ordinary shares in WMC Resources
Ltd (and the contracts formed by the acceptance of any of those Offers) free
from the condition set out in clause 5.1(f) of the Offers (relating to approvals
by Public Authorities). The Offers are now free of that condition;
(b) under section 630(3) of the Corporations Act 2001 that:
(i) the Offers 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);
- ACCC approval (clause 5.1(e) of the Offers); and
- Approvals by Public Authorities (clause 5.1(f) of the Offers);
(ii) so far as BHP Billiton 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);
- ACCC approval (clause 5.1(e) of the Offers); and
- Approvals by Public Authorities (clause 5.1(f) of the Offers).
BHP Billiton`s voting power in WMC Resources Ltd which, so far as BHP Billiton
knows, it has at the time of giving this notice is 4.49%.
In addition, BHP Billiton notes that the aggregate of:
- the number of WMC Resources shares in respect of which acceptance instructions
(in the form of acceptance forms and/or directions to custodians to accept BHP
Billiton`s offer) have been received in the Acceptance Facility as at 7:30pm
yesterday (as advised by Merrill Lynch Equities (Australia) Limited to BHP
Billiton); and
- the number of WMC Resources shares in which BHP Billiton has a relevant
interest,
is 4.49%. The following table is a breakdown of the aggregate amount between
those two categories.
Number of WMC Percentage of WMC Resources`
Resources Shares existing issued shares
Acceptance Facility 0 0%
Relevant interest 52,714,956 4.49%
TOTALS 52,714,956 4.49%
BHP Billiton also notes that it holds economic exposure to 50,624,000 WMC
Resources shares (4.31% of the issued share capital) through cash settled
derivative contracts.
DATED 26 May 2005
FOR AND ON BEHALF OF
BHP Billiton Lonsdale Investments Pty Ltd
Ross Mallett
Secretary |
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