26th May 2005 07:02
BHP Billiton PLC26 May 2005 Date 26 May 2005Number 22/05 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 WMCResources (WMC). The offer is due to lapse at 7.30pm (Melbourne time) on 3 June2005 unless BHP Billiton achieves(1) acceptances (including instructions underthe Acceptance Facility) for more than 50% of WMC shares. After today, theoffer can only be extended in limited circumstances in accordance with theCorporations Act. Should acceptances and instructions exceed 50%(1), the offer will be declaredunconditional(2) and payment terms accelerated so that accepting shareholdersare paid within five business days(3). In these circumstances the offer willalso be automatically extended by two weeks from the date such acceptances andinstructions exceed 50%. BHP Billiton Chief Executive Officer, Chip Goodyear said: "WMC shareholders nowneed to make a decision. We believe that our cash offer of A$7.85 per share isfull and fair. All the necessary regulatory approvals have been received andshareholders have been given sufficient time to allow them to assess the meritsof our offer." "It is not in the interests of BHP Billiton or WMC shareholders to furtherextend the offer. Should the offer lapse, we will continue to follow our clearlyset out strategy focussing on value creating opportunities". In a letter to all WMC shareholders today, WMC Chairman, Tommie Bergman, saidthat WMC's directors believed that the BHP Billiton offer represented excellentvalue. "In the 11 weeks since the receipt of BHP Billiton's offer, your Boardhas not had any other approaches." Mr Bergman said that WMC's directors planned to accept the offer in respect oftheir own holdings of WMC shares. "... WMC's share price may fall below A$7.85if BHP Billiton's offer lapses," he said. At this time, BHP Billiton has achieved acceptances in respect of 4.49% of WMCshares (no instructions have been received under the Acceptance Facility as at7.30pm Melbourne time yesterday) and holds an economic exposure to a further4.3% 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 withinAustralia) or +61 3 9415 4254 (if calling from outside Australia). If callingfrom the United States of America, please contact MacKenzie Partners at (212)929 5500 (call collect) or (800) 322 2885 (toll free) or by email [email protected]. (1) within the last 7 days of the offer (2) a confirmation letter will be provided to the Acceptance Facility operatortriggering implementation of all instructions held (3) of the later of the offer becoming unconditional and the shareholder'sacceptance being processed or instructions being implemented **** 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 4156email: [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 4177email: [email protected] email: [email protected] United States South AfricaMark Lidiard, Investor & Media Relations Michael Campbell, Investor & Media RelationsTel: USA +1 713 599 6100 or UK +44 20 7802 4031 Tel: +27 11 376 3360 Mobile: +27 82 458 2587email: [email protected] 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 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 Billitonknows, 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 betweenthose two categories. Number of WMC Resources Shares Percentage of WMC Resources' existing issued sharesAcceptance 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 WMCResources shares (4.31% of the issued share capital) through cash settledderivative contracts. DATED 26 May 2005 FOR AND ON BEHALF OF BHP Billiton Lonsdale Investments Pty Ltd Ross Mallett 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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