2nd Jun 2005 10:02
BHP Billiton PLC02 June 2005 Date 2 June 2005Number 23/05 BHP BILLITON SUPPLEMENTARY BIDDER'S STATEMENT FOR WMC BHP Billiton has today issued a supplementary bidder's statement (see copyattached) advising WMC shareholders that they are able to lodge acceptances ofBHP 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 Billitonachieves acceptances (including instructions received under the AcceptanceFacility) for more than 50% of WMC shares. WMC shareholders may send their Acceptance Forms to: Computershare Investor Services Pty Limited Within Australia: (03) 9473 2529 (03) 9473 2500 From outside Australia: +61 3 9473 2529 +61 3 9473 2500 (1) Should acceptances and instructions exceed 50% the offer will beautomatically extended by two weeks. The offer may also be extended in limitedcircumstances in accordance with the Corporations Act. 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] 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] This document is a Supplementary Bidder's Statement to the bidder's statement ofBHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (BHP Billiton) (amember of the BHP Billiton Group) dated 21 March 2005 (as supplemented by theSupplementary Bidder's Statements dated 13 May 2005 and 26 May 2005) (Bidder'sStatement), given in connection with BHP Billiton's offer (Offer) to acquire allissued shares in WMC Resources Limited ABN 76 004 184 598 (WMC). This Supplementary Bidder's Statement must be read together with the Bidder'sStatement and the Supplementary Bidder's Statements dated 13 May 2005 and 26 May2005. Unless the context otherwise requires, terms defined in the Bidder'sStatement have the same meaning in this Supplementary Bidder's Statement. ThisSupplementary Bidder's Statement will prevail to the extent of any inconsistencywith the Bidder's Statement. A copy of this Supplementary Bidder's Statement was lodged with ASIC and sent toWMC on 2 June 2005. Neither ASIC nor any of its officers takes anyresponsibility 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: (03) 9473 2529 (03) 9473 2500 From outside Australia: + 61 3 9473 2529 + 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 (includingany documents required by the instructions on the Acceptance Form) MUST STILL BEMAILED 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 givethe consideration until it receives all those documents. Acceptance Facility forms As previously announced by BHP Billiton, an Acceptance Facility which is open tocertain "professional investors" (as defined in the Corporations Act) who own atleast 100,000 WMC shares has been established by Merrill Lynch Equities(Australia) Limited. Details of the Acceptance Facility are set out in BHPBilliton's supplementary bidder's statement dated 13 May 2005. To assist eligible shareholders to use the Acceptance Facility, BHP Billiton hasattached to this Supplementary Bidder's Statement an Appointment of FacilityOperator form (Attachment A). To use the Acceptance Facility, eligibleshareholders must send a duly completed and executed Appointment of FacilityOperator form, together with the accompanying documents referred to in thatform, to: Attention: Michael GregoryAddress: Merrill Lynch Equities (Australia) Limited Level 39, 120 Collins Street Melbourne Victoria 3000Fax: + 61 3 9659 2831Email: [email protected] Further information For further information in relation to the matters set out in this SupplementaryBidder's Statement, WMC shareholders can contact the BHP Billiton Offerinformation line on 1300 365 849 (from within Australia) or +61 3 9415 4254 (ifcalling from outside Australia). Callers from the United States should contactMacKenzie 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 EdwinMallett, being a secretary of BHP Billiton Lonsdale Investments Pty Ltd who isauthorised to sign by a resolution passed at a meeting of the directors of BHPBilliton Lonsdale Investments Pty Ltd. Ross MallettCompany Secretary 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 securities are strongly advised to read theBidder's Statement and any other relevant documents filed with the SEC, as wellas any amendments and supplements to those documents, because they will containimportant information. Investors and holders of WMC securities may obtain freecopies of the informational document (when available) as well as other relevantdocuments filed with the SEC, at the SEC's website at www.sec.gov. WMC hasissued a target's statement in connection with the offer which investors andholders of WMC securities are strongly advised 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. The distribution of thiscommunication 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. ATTACHMENT A ACCEPTANCE FACILITY FORMS TO: Attention: Michael GregoryPosition: AssociateAddress: Merrill Lynch Equities (Australia) LimitedLevel 39, 120 Collins StreetMelbourne Victoria 3000Fax: +61 3 9659 2831Email: [email protected] Appointment of Facility Operator We refer to the off-market takeover offer (Offer) by BHP Billiton LonsdaleInvestments Pty Ltd (BHP Billiton) (a member of the BHP Billiton Group) for allof 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 andexecuted direction (substantially in the form attached as Annexure 1(1)) to theShareholder's custodian specified below to accept the Offer (as appropriate), inrespect of all of the Shareholder's WMC Resources shares, the shareholder specified below (Shareholder) appoints the Facility Operator tohold the acceptance form and/or custodian direction referred to in paragraph 2as acceptance collection agent only (with powers limited to those in theexceptions to the definition of "relevant interest" in sub-sections 609(2) and609(3) of the Corporations Act 2001), subject to the terms attached to thisform. Shareholder details: Shareholder's legal name Number of WMC Resources shares presently held by Shareholder(Note: must be at least 100,000 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: (1) Unless otherwise agreed to in writing by the Facility Operator. Terms of Appointment 1. The Facility Operator will hold any duly completed and executed acceptanceform (Acceptance Form) and/or a duly completed and executed direction to theShareholder's custodian (Custodian) to accept the Offer (Custodian Direction)(as appropriate) in respect of all of the Shareholder's WMC Resources shares asacceptance collection agent only (with powers limited to those within theexceptions to the definition of relevant interest in sub-sections 609(2) and 609(3) of the Corporations Act). All acceptance forms and custodian directionsdelivered by WMC Resources shareholders to the Facility Operator (Instructions)will not constitute acceptances of the Offer whilst they are held by theFacility Operator. 2. The Facility Operator will deliver the Acceptance Form in accordance with theinstructions for delivery set out on the Acceptance Form and/or deliver theCustodian Direction to the Custodian when (and not before) it receives writtenconfirmation 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 allconditions at any time (subject to the Corporations Act) irrespective of thenumber of acceptances held by BHP Billiton, or the number of Instructions heldby the Facility Operator. However, BHP Billiton has stated that it will notprovide a Confirmation Letter to the Facility Operator unless the ConfirmationPrecondition has been satisfied. For this purpose, the Confirmation Preconditionis that the sum of the number of WMC Resources Shares in which BHP Billiton hasa relevant interest at the relevant time, plus the number of WMC ResourcesShares in respect of which Instructions have been received, as advised by theFacility Operator to BHP Billiton, exceeds 50% of the number of WMC ResourcesShares on issue at that time. Satisfaction of the Confirmation Precondition doesnot oblige BHP Billiton to give the Confirmation Letter. 4. Before 8:30am (Melbourne time) each business day, BHP Billiton will beinformed by the Facility Operator of the number of WMC Resources shares thesubject of Instructions held in the acceptance collection facility described inthis Appointment of Facility Operator as at 7:30pm on the previous business day,with the expectation that BHP Billiton will release this information toAustralian Stock Exchange Limited in conjunction with its substantial holdingnotices in response to Offer acceptances. In addition, Facility Operator willinform BHP Billiton as soon as practicable of any withdrawals of anyInstructions under paragraph 5 below. It is anticipated that the notices will beprovided on the business day following a movement of 1% in the aggregate of BHPBilliton's voting power and the voting power attaching to WMC Resources sharessubject to the facility. 5. Until the Facility Operator receives the Confirmation Letter from BHPBilliton, the Shareholder will retain all rights in relation to and full controlover its WMC Resources shares and can withdraw its Acceptance Form and/orCustodian Direction by advising the Facility Operator in writing at any time. 6. The Appointment of the Facility Operator form and enclosures may be providedto the Facility Operator by email or fax. If they are so provided, the originaldocuments should also be couriered to the Facility Operator immediately uponsending the email or fax. The Facility Operator reserves the right to act ondocuments 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 anyduties, obligations, rights or powers in relation to the arrangement created bythis Appointment of the Facility Operator or the Shareholder's Shares other thanas set out in this Appointment of the Facility Operator and that nothing in thearrangement described in this Appointment of the Facility Operator creates inthe Facility Operator a relevant interest, or legal or equitable interest, orassociation between the Facility Operator and the Shareholder in, or in relationto, any of the Shareholder's Shares. 9. The Shareholder acknowledges that the Facility Operator does not accept, andthe Shareholder releases the Facility Operator from, any responsibility forensuring 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 fromthe 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) Custodian's legal name Custodian contact person Address Phone number ( ) Fax number ( ) Email address FROM: (Shareholder)Shareholder's legal name URGENT DIRECTIONS CONCERNING WMC RESOURCES SHARES HELD ON BEHALF OF THESHAREHOLDER We refer to the _____________ ordinary shares(1) (Our WMC Resources Shares) inWMC Resources Ltd held by the Custodian on our behalf pursuant to the followingcustodial arrangements(2):__________________________________________________________________________________________________________________________________________________ Our WMC Resources Shares are identified by(3):____________________________________________________________________________________________________________ BHP Billiton Lonsdale Investments Pty Ltd (BHP Billiton) (a member of the BHPBilliton Group) has made an off-market bid (Bid) for all of the issued ordinaryshares in WMC Resources. We have provided Merrill Lynch Equities (Australia) Limited with this signedletter, and specific instructions concerning the time at which it is to beprovided 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 inrelation to all of Our WMC Resources Shares that you hold on our behalf, whetherby providing a validly completed acceptance form to BHP Billiton or byinitiating 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 theShareholder who has the power to duly authorise that these directions be givento 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 LonsdaleInvestments Pty Ltd (BHP Billiton) (a member of the BHP Billiton Group) inrelation to its off-market bid for all of the issued ordinary shares in WMCResources Ltd (WMC Resources) (as supplemented) (Bidder's Statement). You have informed us that you hold a number of completed acceptance forms andcustodian directions (Instructions) from certain WMC Resources shareholders inaccordance with terms specified in Appointment of Facility Operator documents. We confirm that: (a) * (BHP Billiton has declared the Offer free from all conditions thathave not been fulfilled) / or (b) * (BHP Billiton will declare the Offer free from all conditions thathave not been fulfilled (Declaration) once all of the delivered Instructions arevalidly processed or implemented (as appropriate). BHP Billiton reserves the right to make a Declaration before the processing orimplementation of the Instructions is complete and will use reasonableendeavours to ensure that the Instructions are processed or implemented as soonas practicable.) We confirm that the Confirmation Precondition has been satisfied. For thispurpose, the Confirmation Precondition is that the sum of the number of WMCResources Shares in which BHP Billiton has a relevant interest as at the date ofthis letter, plus the number of WMC Resources Shares in respect of whichInstructions 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 ofthis letter. We understand that as soon as practicable after the delivery of this letter toyou, you will deliver the Acceptance Forms in accordance with the instructionsset out on the Acceptance Forms and will deliver the custodian directions to thecustodians. We will indemnify Merrill Lynch against any claim, action, damage, loss,liability or cost suffered, paid or incurred by Merrill Lynch (including alllegal costs) in respect of action contemplated above being taken by MerrillLynch 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 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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