|
BHP Billiton Supplementary Bidder`s Statement for WMC
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share Code: BIL
ISIN: GB0000566504
BHP BILLITON SUPPLEMENTARY BIDDER`S STATEMENT FOR WMC
BHP Billiton has today issued a supplementary bidder`s statement (see copy
attached) advising WMC shareholders that they are able to lodge acceptances of
BHP Billiton`s $7.85 cash per share offer by facsimile.
As announced on 26 May 2005 BHP Billiton`s offer for WMC shares is due to lapse
(1) at 7.30pm (Melbourne time) on Friday 3 June 2005 unless BHP Billiton
achieves acceptances (including instructions received under the Acceptance
Facility) for more than 50% of WMC shares.
WMC shareholders may send their Acceptance Forms to:
Computershare Investor Services Pty Limited
Within Australia: From outside Australia:
(03) 9473 2529 +61 3 9473 2529
(03) 9473 2500 +61 3 9473 2500
(1) Should acceptances and instructions exceed 50% the offer will be
automatically extended by two weeks. The offer may also be extended in limited
circumstances in accordance with the Corporations Act.
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 Relations
Tel: +61 3 9609 3952 Tel: +44 20 7802 4156
Mobile: +61 417 031 653 email: Mark.Lidiard@bhpbilliton.com
email: Jane.H.Belcher@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 6100 or Tel: +27 11 376 3360
UK +44 20 7802 4031 Mobile: +27 82 458 2587
email: Mark.Lidiard@bhpbilliton.com email: Michael.J.Campbell@bhpbilliton.com
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 (as supplemented by
the Supplementary Bidder`s Statements dated 13 May 2005 and 26 May 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).
This Supplementary Bidder`s Statement must be read together with the Bidder`s
Statement and the Supplementary Bidder`s Statements dated 13 May 2005 and 26
May 2005. Unless the context otherwise requires, terms defined in the
Bidder`s Statement have the same 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 on 2 June 2005. Neither ASIC nor any of its officers takes any
responsibility as to the contents of this Supplementary Bidder`s Statement.
2 June 2005
BHP BILLITON WILL ACCEPT FAXED ACCEPTANCE FORMS
Faxed Acceptance Forms
BHP Billiton today announced to ASX that Acceptance Forms may be sent by fax to:
Computershare Investor Services Pty Limited
Within Australia: From outside Australia:
(03) 9473 2529 + 61 3 9473 2529
(03) 9473 2500 + 61 3 9473 2500
Acceptance Forms sent in this manner will be treated as valid if:
(a) the Acceptance Form is completed and signed in accordance with the Offer
and the instructions on the Acceptance Form, and is sent together with all
other documents required by the instructions on it; and
(b) the facsimile transmission is received (evidenced by a confirmation of
successful transmission) before the end of the Offer Period.
Where an Acceptance Form is sent by fax, the original Acceptance Form (including
any documents required by the instructions on the Acceptance Form) MUST STILL BE
MAILED OR DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE ACCEPTANCE FORM,
and (subject to clause 6 of the Offer) BHP Billiton will not be obliged to give
the consideration until it receives all those documents.
Acceptance Facility forms
As previously announced by BHP Billiton, an Acceptance Facility which is open to
certain `professional investors` (as defined in the Corporations Act) who own at
least 100,000 WMC shares has been established by Merrill Lynch Equities
(Australia) Limited. Details of the Acceptance Facility are set out in BHP
Billiton`s supplementary bidder`s statement dated 13 May 2005.
To assist eligible shareholders to use the Acceptance Facility, BHP Billiton has
attached to this Supplementary Bidder`s Statement an Appointment of Facility
Operator form (Attachment A). To use the Acceptance Facility, eligible
shareholders must send a duly completed and executed Appointment of Facility
Operator form, together with the accompanying documents referred to in that
form, to:
Attention: Michael Gregory
Address: Merrill Lynch Equities (Australia) Limited
Level 39, 120 Collins Street
Melbourne Victoria 3000
Fax: + 61 3 9659 2831
Email: michael_gregory@ml.com
Further information
For further information in relation to the matters set out in this Supplementary
Bidder`s Statement, WMC 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).
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.
Ross Mallett
Company Secretary
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 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 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 has
issued a target`s statement in connection with the offer which investors and
holders of WMC 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. 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.
ATTACHMENT A
ACCEPTANCE FACILITY FORMS
TO:
Attention: Michael Gregory
Position: Associate
Address: Merrill Lynch Equities (Australia) Limited
Level 39, 120 Collins Street
Melbourne Victoria 3000
Fax: +61 3 9659 2831
Email: michael_gregory@ml.com
Appointment of Facility Operator
We refer to the off-market takeover offer (Offer) by BHP Billiton Lonsdale
Investments Pty Ltd (BHP Billiton) (a member of the BHP Billiton Group) for all
of the issued ordinary shares in WMC Resources Ltd.
On the provision to Merrill Lynch Equities (Australia) Limited ACN 006 276 795
(Facility Operator) of:
1. this duly completed and executed Appointment of Facility Operator form; and
2. a duly completed and executed acceptance form and/or a duly completed and
executed direction (substantially in the form attached as Annexure 1(1)) to
the Shareholder`s custodian specified below to accept the Offer (as
appropriate), in respect of all of the Shareholder`s WMC Resources shares,
the shareholder specified below (Shareholder) appoints the Facility
Operator to hold the acceptance form and/or custodian direction referred to
in paragraph 2 as acceptance collection agent only (with powers limited to
those in the exceptions to the definition of `relevant interest` in sub-
sections 609(2) and 609(3) of the Corporations Act 2001), subject to the
terms attached to this form.
Shareholder details:
Shareholder`s legal
name
Number of WMC Resources
shares presently held (Note: must be at least 100,000
by Shareholder shares)
Shareholder contact
person
Address
Telephone number ( )
Fax number ( )
Email address
Signed for and on behalf of:
Shareholder Name:
ABN / ACN (where
applicable)
Address
Signature:
Name:
Title:
Date:
Unless otherwise agreed to in writing by the Facility Operator.
Terms of Appointment
1. The Facility Operator will hold any duly completed and executed acceptance
form (Acceptance Form) and/or a duly completed and executed direction to
the Shareholder`s custodian (Custodian) to accept the Offer (Custodian
Direction) (as appropriate) in respect of all of the Shareholder`s WMC
Resources shares 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). All acceptance
forms and custodian directions delivered by WMC Resources shareholders to
the Facility Operator (Instructions) will not constitute acceptances of the
Offer whilst they are held by the Facility Operator.
2. The Facility Operator will deliver the Acceptance Form in accordance with
the instructions for delivery set out on the Acceptance Form and/or deliver
the Custodian Direction to the Custodian when (and not before) it receives
written confirmation from BHP Billiton (in the form attached as Annexure 2)
(Confirmation Letter) 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 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.
3. BHP Billiton has reserved the right to declare the Offer to be free from
all conditions at any time (subject to the Corporations Act) irrespective
of the number of acceptances held by BHP Billiton, or the number of
Instructions held by the Facility Operator. However, BHP Billiton has
stated that it will not provide a Confirmation Letter to the Facility
Operator 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 the Facility Operator 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.
4. Before 8:30am (Melbourne time) each business day, BHP Billiton will be
informed by the Facility Operator of the number of WMC Resources shares the
subject of Instructions held in the acceptance collection facility
described in this Appointment of Facility Operator as at 7:30pm on the
previous business day, with the expectation that BHP Billiton will release
this information to Australian Stock Exchange Limited in conjunction with
its substantial holding notices in response to Offer acceptances. In
addition, Facility Operator will inform BHP Billiton as soon as practicable
of any withdrawals of any Instructions under paragraph 5 below. It is
anticipated that the notices will be provided on the business day following
a movement of 1% in the aggregate of BHP Billiton`s voting power and the
voting power attaching to WMC Resources shares subject to the facility.
5. Until the Facility Operator receives the Confirmation Letter from BHP
Billiton, the Shareholder will retain all rights in relation to and full
control over its WMC Resources shares and can withdraw its Acceptance Form
and/or Custodian Direction by advising the Facility Operator in writing at
any time.
6. The Appointment of the Facility Operator form and enclosures may be
provided to the Facility Operator by email or fax. If they are so
provided, the original documents should also be couriered to the Facility
Operator immediately upon sending the email or fax. The Facility Operator
reserves the right to act on documents emailed or faxed to the Facility
Operator.
7. The Shareholder warrants that:
(a) if the Shareholder has enclosed an Acceptance Form, the Acceptance
Form will enable BHP Billiton to acquire good title to, and beneficial
ownership free from all encumbrances of, the WMC Resources shares that
are specified in the box at the top right of the front page of the
Acceptance Form (and any additional WMC Resources shares specified in
an Acquisition Notice under paragraph (e) below);
(b) if the Shareholder has enclosed a Custodian Direction, on the
Custodian acting in accordance with the Custodian Direction and
accepting the Offer, BHP Billiton will acquire good title to, and
beneficial ownership free from all encumbrances of, the WMC Resources
shares that are specified in the Custodian Direction;
(c) the Shareholder has authority to enter into the arrangements and
provide the warranties the subject of this Appointment of the Facility
Operator with respect to the WMC Resources shares that are specified
in the Acceptance Form, Acquisition Notice under paragraph (e) below
and/or Custodian Direction (Shareholder`s Shares);
(d) in respect of the Acceptance Form, the Acceptance Form has been duly
completed and executed, and, in respect of the Custodian Direction,
the Custodian Direction has been duly completed and executed, and when
delivered to the Custodian, will require the Custodian to immediately
accept the Offer for the Shareholder`s Shares;
(e) if the Shareholder has enclosed an Acceptance Form with this
Appointment of Facility Operator and additional WMC Resources shares
are registered in the holding which is the subject of that Acceptance
Form, the Shareholder:
(i) will notify the Facility Operator of the additional number of WMC
Resources shares acquired in writing (Acquisition Notice) within
24 hours; and
(ii) acknowledge that the additional WMC Resources shares specified in
the Acquisition Notice are also subject to that Acceptance Form;
(f) the Shareholder will give the Facility Operator prior written notice
in accordance with paragraph 5 above (which must be given prior to
receipt by the Facility Operator of the Confirmation Letter) revoking
the instructions in this Appointment of Facility Operator if the
Shareholder decides to dispose of, encumber or otherwise create any
third party interest whatsoever in respect of any of the Shareholder`s
Shares or, where the Shareholder`s Shares are held by the Custodian,
the Custodian is changed or the Shareholder becomes the legal owner of
the Shareholder`s Shares; and
(g) the Shareholder falls within the meaning of `professional investor`
(as defined in the Corporations Act) and owns at least 100,000 shares
in WMC Resources.
8. The Shareholder acknowledges that the Facility Operator does not have any
duties, obligations, rights or powers in relation to the arrangement
created by this Appointment of the Facility Operator or the Shareholder`s
Shares other than as set out in this Appointment of the Facility Operator
and that nothing in the arrangement described in this Appointment of the
Facility Operator creates in the Facility Operator a relevant interest, or
legal or equitable interest, or association between the Facility Operator
and the Shareholder in, or in relation to, any of the Shareholder`s Shares.
9. The Shareholder acknowledges that the Facility Operator does not accept,
and the Shareholder releases the Facility Operator from, any responsibility
for ensuring that:
(a) the Confirmation Letter is delivered;
(b) the Confirmation Letter is delivered in time to accept the Offer in
respect of the Shareholder`s Shares;
(c) the Confirmation Letter is correct; or
(d) BHP Billiton acts in accordance with the Confirmation Letter.
10. The Shareholder acknowledges that the Facility Operator:
(a) does not accept, and the Shareholder releases the Facility Operator
from, any responsibility if there is any defect in completion,
execution or implementation by the Facility Operator or by the
Custodian of the acceptance, which would render it ineligible for
acceptance;
(b) does not represent or warrant that the conditions set out in section
5.1 of BHP Billiton`s bidder`s statement dated 21 March 2005, as
supplemented, will be satisfied or waived or that they will be
satisfied or waived at any particular level of acceptances under the
Offer;
(c) must act in accordance with this Appointment of Facility Operator and
the Confirmation Letter irrespective of the status of the Offer or the
number of Instructions held by the Facility Operator; and
(d) will rely on the warranties in paragraph 7 above, including when
informing BHP Billiton under paragraph 4 above of the number of WMC
Resources shares which are the subject of Instructions held by the
Facility Operator.
11. The Facility Operator must promptly destroy all Instructions received from
the Shareholder if:
(a) the Facility is terminated; or
(b) BHP Billiton declares the Offer free of all conditions before the
Confirmation Precondition is satisfied.
Annexure 1 - Custodian Direction
TO:
Custodian`s legal (Custodian)
name
Custodian contact
person
Address
Phone number ( )
Fax number ( )
Email address
FROM:
Shareholder`s (Shareholder)
legal name
URGENT DIRECTIONS CONCERNING WMC RESOURCES SHARES HELD ON BEHALF OF THE
SHAREHOLDER
We refer to the _____________ ordinary shares (1) (Our WMC Resources Shares) in
WMC Resources Ltd held by the Custodian on our behalf pursuant to the following
custodial arrangements (2):
Our WMC Resources Shares are identified by (3):
BHP Billiton Lonsdale Investments Pty Ltd (BHP Billiton) (a member of the BHP
Billiton Group) has made an off-market bid (Bid) for all of the issued ordinary
shares in WMC Resources.
We have provided Merrill Lynch Equities (Australia) Limited with this signed
letter, and specific instructions concerning the time at which it is to be
provided to you.
Upon receipt of this letter, we hereby irrevocably direct you to immediately,
without further reference to us, take all steps necessary to accept the Bid in
relation to all of Our WMC Resources Shares that you hold on our behalf, whether
by providing a validly completed acceptance form to BHP Billiton or by
initiating acceptance of the Bid through CHESS.
(1) Insert number of ordinary shares.
(2) Insert details of custodial arrangements if appropriate.
(3) Insert any relevant identifying information.
Signed for and on behalf of the Shareholder by a representative of the
Shareholder who has the power to duly authorise that these directions be given
to the Custodian.
Name:
Capacity:
Date:
Annexure 2 - Confirmation Letter
To: Merrill Lynch Equities (Australia) Limited (Merrill Lynch)
Date: (#)
(Merrill Lynch must receive this letter prior to the end of the Offer Period).
We refer to the bidder`s statement dated 21 March 2005 by BHP Billiton Lonsdale
Investments Pty Ltd (BHP Billiton) (a member of the BHP Billiton Group) in
relation to its off-market bid for all of the issued ordinary shares in WMC
Resources Ltd (WMC Resources) (as supplemented) (Bidder`s Statement).
You have informed us that you hold a number of completed acceptance forms and
custodian directions (Instructions) from certain WMC Resources shareholders in
accordance with terms specified in Appointment of Facility Operator documents.
We confirm 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).
BHP Billiton reserves the right to make a Declaration before the processing or
implementation of the Instructions is complete and will use reasonable
endeavours to ensure that the Instructions are processed or implemented as soon
as practicable.)
We confirm that 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 as at the date of
this letter, 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 as at the date of
this letter.
We understand that as soon as practicable after the delivery of this letter to
you, you will deliver the Acceptance Forms in accordance with the instructions
set out on the Acceptance Forms and will deliver the custodian directions to the
custodians.
We will indemnify Merrill Lynch against any claim, action, damage, loss,
liability or cost suffered, paid or incurred by Merrill Lynch (including all
legal costs) in respect of action contemplated above being taken by Merrill
Lynch as a result of it relying on the contents of this letter.
Yours faithfully
Signed for and on behalf of BHP Billiton
* Delete as appropriate
2 June 2005
Date: 02/06/2005 11:44:22 AM
Produced by the JSE SENS Department |
|
