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BHP Billiton Achieves More Than 50% of WMC and Declares Offer Unconditional
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share Code: BIL
ISIN: GB0000566504
Date 3 June 2005
BHP BILLITON ACHIEVES MORE THAN 50% OF WMC AND DECLARES OFFER UNCONDITIONAL
BHP Billiton is pleased to announce that, as at 1.45pm today, it had achieved
acceptances under its offer for WMC Resources (WMC) (including instructions
under the Acceptance Facility) for 55.45% of WMC`s issued shares.
BHP Billiton also announces that it has declared its offer for WMC
unconditional. BHP Billiton has waived the 90% minimum acceptance condition
contained in clause 5.1(a) of its Bidder`s Statement and all other conditions of
the offer that were not previously waived or fulfilled. Formal notices are
attached.
In addition, BHP Billiton will accelerate payment terms so that WMC shareholders
who have accepted the offer or lodged instructions will be paid the offer
consideration of $7.85 per WMC share within five business days of their
acceptance being processed or instructions being implemented.
As BHP Billiton`s voting power in WMC has increased to more than 50% for the
purpose of section 624(2) of the Corporations Act(1), the offer is now
automatically extended by 14 days from
3 June 2005.
BHP Billiton Chief Executive Officer Chip Goodyear said the offer is now
scheduled to close at 7:30pm (Melbourne time) on Friday, 17 June 2005. `We are
delighted with the level of support from WMC shareholders and we strongly
encourage remaining WMC shareholders to accept the offer before 17 June,` Mr
Goodyear said.
`BHP Billiton expects that a meeting of the WMC Board will be convened early
next week for changes to be made to the Board`s composition, as a result of BHP
Billiton becoming the majority shareholder,` he said.
In relation to the instructions held under the Acceptance Facility, BHP Billiton
is delivering the confirmation letter to Merrill Lynch Equities (Australia)
Limited in accordance with the terms of the Acceptance Facility announced on 13
May 2005. Merrill Lynch is then required to release the instructions held under
the Acceptance Facility and deliver them to BHP Billiton or the relevant
custodians as appropriate.
Further information
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) or, if calling
from the United States of America, MacKenzie Partners at (212) 929 5500 (call
collect) or (800) 322 2885 (toll free) or by email at
proxy@mackenziepartners.com, or consult their financial or other professional
adviser.
(1) As modified by declaration made by ASIC dated 25 May 2005.
Further information on BHP Billiton can be found on our Internet site:
http://www.bhpbilliton.com
Australia United Kingdom
Jane Belcher, Investor Mark Lidiard, Investor &
Relations Media Relations
Tel: +61 3 9609 3952 Mobile: Tel: +44 20 7802 4156
+61 417 031 653 Mobile: +44 7769 934 942
email: email:
Jane.H.Belcher@bhpbilliton.co Mark.Lidiard@bhpbilliton.com
m
Tania Price, Media Relations Ariane Gentil, Media
Tel: +61 3 9609 3815 Mobile: Relations
+61 419 152 780 Tel: +44 20 7802 4177
email: Mobile: +44 78 81 51 8715
Tania.Price@bhpbilliton.com email:
Ariane.Gentil@bhpbilliton.co
United States m
Mark Lidiard, Investor &
Media Relations South Africa
Tel: USA +1 713 599 6100 or Michael Campbell, Investor &
UK +44 20 7802 4031 Media Relations
email: Tel: +27 11 376 3360
Mark.Lidiard@bhpbilliton.com Mobile: +27 82 458 2587
email:
Michael.J.Campbell@bhpbillit
on.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 650F AND 630(2)(b)
OF THE CORPORATIONS ACT 2001 (Cth)
TO: Company Secretary
WMC Resources Ltd
Level 16
60 City Road
SOUTHBANK VIC 3006
The Manager
Company Announcements Office
Australian Stock Exchange Limited
530 Collins Street
MELBOURNE VIC 3000
BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (BHP Billiton)
gives notice that:
(a) It declares the offers dated 29 March 2005 (the Offers) 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 following conditions:
- Minimum acceptance condition (clause 5.1(a) of the Offers);
- No action by Public Authority adversely affecting the Offer (clause 5.1(g) of
the Offers);
- No prescribed occurrences (clause 5.1(h) of the Offers);
- No prescribed occurrences between the Announcement Date and service (clause
5.1(i) of the Offers);
- No material acquisitions, disposals or changes in the conduct of WMC
Resources` business (clause 5.1(j) of the Offers);
- Non-existence of certain rights (clause 5.1(k) of the Offers);
- No material adverse change (clause 5.1(l) of the Offers); and
- S&P/ASX 200 index (clause 5.1(m) of the Offers).
(b) The Offers are now free of all conditions set out in clause 5.1 of the
Offers and, so far as BHP Billiton knows, none of the conditions is unfulfilled.
(c) As a result of extension of the period for which the Offers are open for
acceptance, the date for giving notice on the status of conditions in clause 5.5
of the offer is postponed to 9 June 2005.
BHP Billiton`s voting power in WMC Resources at the time of giving this notice
is 41.59%.
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 1.45 pm
today (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 55.45%. The following table is a breakdown of the aggregate amount between
those two categories.
Number of WMC Percentage of WMC
Resources Shares Resources` existing
issued shares
Acceptance Facility 162,895,219 13.86%
Relevant interest 488,792,275 41.59%
TOTALS 651,687,494 55.45%
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 3 June 2005
FOR AND ON BEHALF OF
BHP Billiton Lonsdale
Investments Pty Ltd
Ross E Mallett
Company Secretary
Date: 03/06/2005 08:22:02 AM
Produced by the JSE SENS Department
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