13th May 2005 11:10
BHP Billiton PLC13 May 2005 Company SecretariatBHP Billiton PlcNeathouse PlaceLondon SW1V 1BHTel +44 20 7802 4054Fax +44 20 7802 4111bhpbilliton.com13 May 2005 London Stock ExchangeJSE Securities Exchange SA BHP Billiton announces establishment of acceptance facility and broker handling fees BHP Billiton Lonsdale Investments Pty Ltd (a member of the BHP Billiton Group)has today issued a Supplementary Bidder's Statement to the bidder's statement itissued dated 21 March 2005. Both documents form part of BHP Billiton Limited'scash offer (the "Offer") to acquire the entire issued capital of WMC ResourcesLimited. Additional information in respect of the Offer can be found on the Group'swebsite, www.bhpbilliton.com. Yours sincerely, Karen WoodCompany Secretary Registered Office as aboveCompany Number: 3196209 SUPPLEMENTARY BIDDER'S STATEMENT This document is a Supplementary Bidder's Statement to the bidder's statement of BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (BHP Billiton) (a member of the BHP Billiton Group) dated 21 March 2005 (Bidder's Statement), given in connection with BHP Billiton's offer (Offer) to acquire all issued shares in WMC Resources Limited ABN 76 004 184 598 (WMC Resources). 13 May 2005 BHP BILLITON ANNOUNCES ESTABLISHMENT OF ACCEPTANCE FACILITY AND BROKER HANDLING FEES Acceptance facility BHP Billiton encourages all WMC Resources shareholders to accept the Offer now,but recognises that there may be some WMC Resources shareholders who aresupportive of BHP Billiton's offer, but may not be willing or able to acceptbefore the Offer is, or will become, unconditional. Accordingly, BHP Billiton announces today that an acceptance facility(Acceptance Facility) which is open to certain "professional investors" (asdefined in the Corporations Act) who own at least 100,000 WMC Resources shareshas been established by Merrill Lynch Equities (Australia) Limited (MerrillLynch) in order to facilitate receipt of acceptances to BHP Billiton's offer forWMC Resources. The Acceptance Facility has been structured so that BHP Billitonwill not be able to rely on the Acceptance Facility in circumstances where BHPBilliton would not be assured of control of WMC Resources. BHP Billiton is not,however, obliged to declare its Offer unconditional in circumstances where BHPBilliton would be assured of control of WMC Resources. Further details of theAcceptance Facility are set out in section 2 of this Supplementary Bidder'sStatement. Broker handling fees BHP Billiton also announces that if the Offer becomes unconditional, it will paya broker handling fee to brokers who initiate acceptances of the Offer for theirretail clients. Further details of the broker handling fees are set out insection 3 of this Supplementary Bidder's Statement. Offer BHP Billiton has varied the Offer by extending the Offer Period from 7:30pmMelbourne time on 6 May 2005 to 7:30pm Melbourne time on 3 June 2005 (by anotice dated 28 April 2005). Certain conditions to the Offer have been waived by BHP Billiton or satisfied.However, the Offer is still subject to certain conditions. Further detailsconcerning the status of the Offer's conditions are contained in section 1 ofthis Supplementary Bidder's Statement. Further informationFor further information in relation to the matters set out in this SupplementaryBidder's Statement, WMC Resources shareholders can contact the BHP BillitonOffer information line on 1300 365 849 (from within Australia) or +61 3 94154254 (if calling from outside Australia). Callers from the United States shouldcontact MacKenzie Partners, Inc. on (212) 929 5500 (call collect) or (800) 3222885 (toll free). This Supplementary Bidder's Statement must be read together with the Bidder's Statement. Unless the context otherwise requires, terms defined in the Bidder's Statement have the some meaning in this Supplementary Bidder's Statement. This Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Bidder's Statement. A copy of this Supplementary Bidder's Statement was lodged with ASIC and sent to WMC Resources on 13 May 2005. Neither ASIC nor any of its officers takes any responsibility as to the contents of this Supplementary Bidder's Statement. 1. OFFER BHP Billiton has previously advised that the conditions contained in clauses 5.1(c) (Hart-Scott-Rodino approval), 5.1(e) (ACCC approval) and 5.1(d) (EuropeanUnion merger control approval) of the Bidder's Statement have been fulfilled. In addition, having previously obtained FIRB approval subject to acceptableconditions, BHP Billiton declared the Offer free from the condition contained inclause 5.1(b) of the Bidder's Statement on 28 April 2005. Accordingly, the Offer is now free of all conditions other than the conditionscontained in clauses 5.1(a) (90% minimum acceptance condition), 5.1(f)(approvals by Public Authorities), 5.1(g) (no action by any Public Authorityadversely affecting the Offer), 5.1(h) (no prescribed occurrences), 5.1(i) (nomaterial acquisitions, disposals or changes in the conduct of WMC Resources'business), 5.1(k) (non-existence of certain rights), 5.1(l) (no material adversechange) and 5.1(m) (S&P/ASX 200 Index not falling below 3500) of the Bidder'sStatement. BHP Billiton reserves the right to declare its offer free from any of theremaining conditions at any time (and at any level of acceptances) subject tothe Corporations Act requirements. 2. ACCEPTANCE FACILITY The Acceptance Facility is open to certain "professional investors" (as definedin the Corporations Act) who own at least 100,000 WMC Resources shares (eligibleshareholders). Under the Acceptance Facility: • Eligible shareholders may lodge with Merrill Lynch acceptance instructions (in the form of Acceptance Forms and/or irrevocable directions to custodians to accept BHP Billiton's Offer (Instructions)) that demonstrate their intention to accept the Offer once the Offer is, or will become, unconditional. The arrangements for the Acceptance Facility provide for Merrill Lynch to hold the Instructions as acceptance collection agent only (with powers limited to those within the exceptions to the definition of relevant interest in sub-sections 609(2) and 609(3) of the Corporations Act) and Merrill Lynch will not acquire a relevant interest in any of the WMC Resources shares the subject of the Instructions. • Merrill Lynch will deliver the Instructions (in the case of acceptance forms, in accordance with the instructions set out on those forms, and in the case of custodian directions, to the relevant custodians) lodged by eligible shareholders once Merrill Lynch has received a written confirmation (Confirmation Letter) from BHP Billiton that: (a) BHP Billiton has declared the Offer free from all conditions that have notbeen fulfilled; or (b) BHP Billiton will declare the Offer free from all conditions that have notbeen fulfilled (Declaration) once all of the delivered Instructions are validlyprocessed or implemented (as appropriate). If a Confirmation Letter is provided in accordance with paragraph (b), BHPBilliton reserves the right to make a Declaration before the processing orimplementation of the Instructions is complete. BHP Billiton will use reasonableendeavours to ensure that the Instructions are processed or implemented as soonas practicable. • BHP Billiton will not provide a Confirmation Letter to Merrill Lynch unless the Confirmation Precondition has been satisfied. For this purpose, the Confirmation Precondition is that the sum of the number of WMC Resources Shares in which BHP Billiton has a relevant interest at the relevant time, plus the number of WMC Resources Shares in respect of which Instructions have been received, as advised by Merrill Lynch to BHP Billiton, exceeds 50% of the number of WMC Resources Shares on issue at that time. Satisfaction of the Confirmation Precondition does not oblige BHP Billiton to give the Confirmation Letter. • BHP Billiton reserves the right to declare the Offer free of any and all conditions at any time (subject to the Corporations Act), including before the Confirmation Precondition has been satisfied. If BHP Billiton declares the Offer free of all conditions before the Confirmation Precondition occurs, the arrangements for the Acceptance Facility provide that Merrill Lynch will promptly destroy any Instructions received by it. To accept the Offer, a WMC Resources shareholder who delivered Instructions will then need to deliver or initiate their acceptance in accordance with the Offer. If a WMC Resources shareholder requires a new Acceptance Form for this purpose, they should contact the BHP Billiton Offer information line on one of the telephone numbers set out above. • Eligible shareholders who lodge Instructions with Merrill Lynch retain all rights in relation to and full control over their WMC Resources shares and may withdraw those Instructions at any time until Merrill Lynch receives the Confirmation Letter from BHP Billiton. The arrangements for the Acceptance Facility provide that, before 8:30am eachbusiness day, Merrill Lynch will inform BHP Billiton in writing of the number ofWMC Resources shares in respect of which Instructions have been received in theAcceptance Facility as at 7:30pm on the previous business day. BHP Billiton willdisclose this information to the market by 9:30am on the business day followinga movement of 1% or more in the aggregate of the number of WMC Resources sharessubject to the Acceptance Facility and the number of WMC Resources shares inwhich BHP Billiton or its associates have a relevant interest, together with abreakdown of the aggregate amount between those two categories. Merrill Lynch International is acting for BHP Billiton as corporate broker tothe Offer and remuneration for this role is on standard commercial terms. 3. BROKER HANDLING FEES Subject to the terms below, if the Offer becomes or is declared unconditional,BHP Billiton will pay Broker Handling Fees to market participants of ASX(Brokers) who initiate, or have initiated, acceptances of the Offer(Acceptances) in respect of parcels of WMC Resources Shares held by retailshareholders of WMC Resources. A retail shareholder of WMC Resources is one whois not a Broker or an associate of a Broker and who held less than 100,000 WMCResources Shares at the date of the Acceptance. The Broker Handling Fee payable in relation to any Acceptance will be 0.75% ofthe consideration payable by BHP Billiton under the Offer as a result of thatAcceptance. The maximum Broker Handling Fee payable in respect of any Acceptanceby a retail shareholder of WMC Resources is $750. Broker Handling Fees will be payable in respect of Acceptances received at anytime during the Offer Period after the date of this Supplemental Bidder'sStatement. The Broker Handling Fees are payable to Brokers only. No part of the BrokerHandling Fees can be passed on or paid to WMC Resources shareholders. Brokersare not entitled to receive any Broker Handling Fees in respect of any WMCResources Shares in which they, or any associate, holds a relevant interest.An Acceptance by a Broker constitutes representations that neither the Brokernor its associate is the accepting WMC Resources shareholder and that the feewill not be passed on or otherwise shared directly or indirectly with theaccepting WMC Resources shareholder. Any Broker Handling Fees liable to be paid in respect of any Acceptance, will bepaid by BHP Billiton within 14 days after the later of: • the date of the production of: o an Acceptance Form bearing the Broker's stamp; or o in the case of CHESS Holdings, a Claim Form (as discussed below); and • the date the Offer becomes unconditional. No Broker Handling Fees are payable in respect of Acceptances that arewithdrawn. For Brokers who initiate acceptance of the Offer through CHESS, a commissionclaim form (Claim Form) must be submitted to Computershare. The Claim Form mustbe received by Computershare within one month of the end of the offer period,being 3 June 2005 (unless extended in accordance with the Corporations Act) andinclude the following details: (a) registered name and address details for each WMC Resources shareholder to which the Claim Form relates; (b) Holder Identification Number for each WMC Resources shareholder to which the Claim Form relates; (c) number of WMC Resources Shares accepted by each WMC Resources shareholder; (d) Participant Identification Number; and (e) a representation that neither the Broker nor its associate is the accepting WMC Resources shareholder and the fee will not be passed on or otherwise shared directly or indirectly with the WMC Resources shareholder. Claim Forms must be forwarded to: Computershare Investor Services Pty LimitedAttention: Craig HeavenYarra Falls452 Johnston StreetABBOTSFORD VIC 3067 BHP Billiton reserves the right to aggregate any Acceptances in determining theBroker Handing Fees payable to any Broker if BHP Billiton believes that a partyhas structured holdings of WMC Resources Shares to take advantage of the BrokerHandling Fees. BHP Billiton may, in its discretion, determine any disputes regarding whether aBroker Handling Fee is payable. Dated 13 May 2005 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. .............................................................. 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 f 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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