3rd Jun 2005 07:00
BHP Billiton PLC03 June 2005 Date 3 June 2005Number 24/05 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 achievedacceptances under its offer for WMC Resources (WMC) (including instructionsunder the Acceptance Facility) for 55.45% of WMC's issued shares. BHP Billiton also announces that it has declared its offer for WMCunconditional. BHP Billiton has waived the 90% minimum acceptance conditioncontained in clause 5.1(a) of its Bidder's Statement and all other conditions ofthe offer that were not previously waived or fulfilled. Formal notices areattached. In addition, BHP Billiton will accelerate payment terms so that WMC shareholderswho have accepted the offer or lodged instructions will be paid the offerconsideration of $7.85 per WMC share within five business days of theiracceptance being processed or instructions being implemented. As BHP Billiton's voting power in WMC has increased to more than 50% for thepurpose of section 624(2) of the Corporations Act(1), the offer is nowautomatically extended by 14 days from 3 June 2005. BHP Billiton Chief Executive Officer Chip Goodyear said the offer is nowscheduled to close at 7:30pm (Melbourne time) on Friday, 17 June 2005. "We aredelighted with the level of support from WMC shareholders and we stronglyencourage remaining WMC shareholders to accept the offer before 17 June," MrGoodyear said. "BHP Billiton expects that a meeting of the WMC Board will be convened earlynext week for changes to be made to the Board's composition, as a result of BHPBilliton becoming the majority shareholder," he said. In relation to the instructions held under the Acceptance Facility, BHP Billitonis delivering the confirmation letter to Merrill Lynch Equities (Australia)Limited in accordance with the terms of the Acceptance Facility announced on 13May 2005. Merrill Lynch is then required to release the instructions held underthe Acceptance Facility and deliver them to BHP Billiton or the relevantcustodians 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 withinAustralia) or +61 3 9415 4254 (if calling from outside Australia) or, if callingfrom the United States of America, MacKenzie Partners at (212) 929 5500 (callcollect) or (800) 322 2885 (toll free) or by email [email protected], or consult their financial or other professionaladviser. (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 KingdomJane Belcher, Investor Relations Mark Lidiard, Investor & Media RelationsTel: +61 3 9609 3952 Mobile: +61 417 031 653 Tel: +44 20 7802 4156 Mobile: +44 7769 934 942email: [email protected] email: [email protected] Tania Price, Media Relations Ariane Gentil, Media RelationsTel: +61 3 9609 3815 Mobile: +61 419 152 780 Tel: +44 20 7802 4177 Mobile: +44 78 81 51 8715email: [email protected] email: [email protected] United StatesMark Lidiard, Investor & Media Relations South AfricaTel: USA +1 713 599 6100 or UK +44 20 7802 4031 Michael Campbell, Investor & Media Relationsemail: [email protected] Tel: +27 11 376 3360 Mobile: +27 82 458 2587 email: [email protected] Further Information for U.S. Holders BHP Billiton has filed the Bidder's Statement, as supplemented from time totime, with the U.S. Securities and Exchange Commission (SEC) under cover of FormCB. Investors and holders of WMC Resources securities are strongly advised toread 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 willcontain important information. Investors and holders of WMC Resources securitiesmay obtain free copies of the informational document (when available) as well asother relevant documents filed with the SEC, at the SEC's website atwww.sec.gov. WMC Resources has issued a target's statement in connection withthe offer which investors and holders of WMC Resources securities are stronglyadvised to read. This communication is for information purposes only. It shall not constitute anoffer to purchase, sell or exchange or the solicitation of any offer topurchase, sell or exchange any securities of WMC Resources. The distribution ofthis communication may, in some countries, be restricted by law or regulation.Accordingly, persons who come into possession of this document should informthemselves 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 underan off-market takeover bid for all the ordinary shares of WMC Resources Ltd (WMCResources) and the contracts formed by the acceptance of any of those Offersfree 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 theOffers 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 foracceptance, the date for giving notice on the status of conditions in clause 5.5of the offer is postponed to 9 June 2005. BHP Billiton's voting power in WMC Resources at the time of giving this noticeis 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 betweenthose two categories. Number of WMC Percentage of WMC Resources' Resources Shares 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 WMCResources shares (4.31% of the issued share capital) through cash settledderivative contracts. DATED 3 June 2005 FOR AND ON BEHALF OF BHP Billiton Lonsdale Investments Pty Ltd Ross E MallettCompany Secretary BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209Registered in Australia Registered in England and WalesRegistered Office: Level 27, 180 Lonsdale Street Melbourne Registered Office: Neathouse Place London SW1V 1BH UnitedVictoria 3000 KingdomTelephone +61 1300 554 757 Facsimile +61 3 9609 3015 Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111 The BHP Billiton Group is headquartered in Australia This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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