26th May 2005 07:02
BHP Billiton PLC26 May 2005 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 Statement dated 13 May 2005) (Bidder's Statement), givenin connection with BHP Billiton's offer (Offer) to acquire all issued shares inWMC 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 Statement dated 13 May 2005. Unless thecontext otherwise requires, terms defined in the Bidder's Statement have thesame meaning in this Supplementary Bidder's Statement. This SupplementaryBidder's Statement will prevail to the extent of any inconsistency with theBidder's Statement. A copy of this Supplementary Bidder's Statement was lodged with ASIC and sent toWMC on 26 May 2005. Neither ASIC nor any of its officers takes anyresponsibility as to the contents of this Supplementary Bidder's Statement. Dear WMC shareholder, 26 May 2005 1. News Release - BHP Billiton's offer for WMC to close on 3 June 2005 BHP Billiton today announced to ASX that it has not extended its offer for WMC.The offer is due to lapse at 7.30pm (Melbourne time) on 3 June 2005 unless BHPBilliton achieves(1) acceptances (including instructions under the AcceptanceFacility) for more than 50% of WMC shares. After today, the offer can only beextended in limited circumstances in accordance with the Corporations 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 in the announcement:"WMC shareholders now need to make a decision. We believe that our cash offer ofA$7.85 per share is full and fair. All the necessary regulatory approvals havebeen received and shareholders have been given sufficient time to allow them toassess the merits of 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. If shareholders would like to receive a copy of the announcement free of charge,or 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]. 2. Acceptance Facility - ASIC modification ASIC has modified the Corporations Act as it applies to the BHP Billiton Offer.The effect of the modification is that if the aggregate of: • the number of WMC shares in respect of which acceptance forms and/or custodian directions are held by Merrill Lynch Equities (Australia) Limited under the Acceptance Facility; and • the number of WMC shares in which BHP Billiton and its associates has a relevant interest, increases to more than 50% within the last 7 days of the offer period, the offerperiod will be automatically extended so that it ends 14 days after such event. The modification was made by an instrument dated 25 May 2004. Under theinstrument, ASIC declares that Chapter 6 of the Corporations Act applies to BHPBilliton in relation to the Offer as if section 624 of the Corporations Act weremodified by adding the following words at the end of subsection (2): "For the purposes of calculating the bidder's voting power in paragraph (2)(b) within the last 7 days of the offer period, the bidder is taken to have voting power in voting shares in respect of which an acceptance form and/or custodian direction that indicates a target shareholder's intention to accept the offer once it is or will become unconditional is held by the acceptance collection agent under an acceptance facility relating to the bid." * * * SIGNED on behalf of BHP Billiton Lonsdale Investments Pty Ltd by Ross Mallettbeing a Secretary of BHP Billiton Lonsdale Investments Pty Ltd who is authorisedto sign by a resolution passed at a meeting of the directors of BHP BillitonLonsdale Investments Pty Ltd. Ross MallettCompany Secretary (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 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. 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:
BHP Group