Bidder's Statement - Part 1
BHP Billiton Limited
21 March 2005
'BHP Billiton Limited is issuing this announcement to fulfil disclosure
obligations arising from its secondary listing on the London Stock Exchange.
The text of this release is identical to that issued by BHP Billiton Plc
earlier.'
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE
IN DOUBT AS TO HOW TO DEAL WITH IT PLEASE CONSULT YOUR FINANCIAL OR OTHER
PROFESSIONAL ADVISER
RECOMMENDED OFFER
BY
BHP Billiton Lonsdale Investments Pty Ltd
ABN 75 004 346 972
A MEMBER OF THE
BHP Billiton Group
TO ACQUIRE ALL OF YOUR SHARES IN
WMC Resources Ltd
ABN 76 004 184 598
FOR
A$7.85 CASH
PER SHARE
This Bidder's Statement does not take into account the investment objectives,
financial situation and particular needs of any person. Before making any
investment decision on the basis of this Bidder's Statement you should consider
whether that decision is appropriate in the light of those factors.
Financial Advisers Legal Adviser
Deutsche Bank Blake Dawson Waldron
Carnegie, Wylie & Company
The BHP Billiton Group is headquartered in Australia.
BIDDER'S STATEMENT
This Bidder's Statement is dated 21 March 2005 and is given by BHP Billiton
Lonsdale Investments Pty Ltd ABN 75 004 346 972 to WMC Resources Ltd ABN 76 004
184 598 under Part 6.5 of the Corporations Act. This Bidder's Statement includes
an Offer dated (**) to acquire your WMC Resources Shares and also sets out
certain disclosures required by the Corporations Act.
A copy of this Bidder's Statement was lodged with the Australian Securities and
Investments Commission (ASIC) on 21 March 2005. ASIC takes no responsibility for
the contents of this Bidder's Statement. Terms used in this Bidder's Statement
are defined in Part G of this Bidder's Statement.
IMPORTANT DATES
Bidder's Statement lodged with ASIC 21 March 2005
Date of Offer (**)
Closing date of Offer* (**)
* This date is indicative only and may change as permitted by the Corporations
Act.
The distribution of this document 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.
Further Information for US holders
Investors and holders of WMC Resources securities are strongly advised to read
any other relevant documents filed with the US Securities and Exchange
Commission (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 will issue a target's statement in
connection with the Offer which investors and holders of WMC Resources
securities are strongly advised to read.
Forward-Looking Statements
Statements contained in this communication may contain forward-looking
statements with respect to BHP Billiton's financial condition, results of
operations, business strategies, operating efficiencies, competitive position,
growth opportunities for existing services, plans and objectives of management,
markets for stock and other matters. Statements in these materials that are not
historical facts are 'forward-looking statements'.
These forward-looking statements, including, among others, those relating to the
future business prospects, revenues and income of BHP Billiton, wherever they
may occur in this communication are necessarily estimates reflecting the best
judgment of the senior management of BHP Billiton and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those indicated, suggested, proposed or implied by the forward-looking
statements. As a consequence, these forward-looking statements should be
considered in light of various important factors, including those set forth in
this communication and BHP Billiton's Annual Report on Form 20-F for the
financial year ended 30 June 2004.
Important factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking statements include,
without limitation: the success of the proposed tender offer; estimated
reserves; plans, strategies and objectives of management; closure or divestment
of certain operations or facilities (including associated costs); anticipated
production or construction commencement dates; expected costs or production
output; the anticipated productive lives of projects, mines and facilities; and
provisions and contingent liabilities.
Except as may be required by applicable law, BHP Billiton undertakes no
obligation to update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of the materials in
which such statements are contained or to reflect the occurrence of
unanticipated events.
No internet site is part of this Bidder's Statement
Each of BHP Billiton and WMC Resources maintains an internet site. The BHP
Billiton internet site is at the URL http://www.bhpbilliton.com. The WMC
Resources site is at the URL http://www.wmc.com. Information contained in or
otherwise accessible through these internet sites is not a part of this Bidder's
Statement. All references in this Bidder's Statement to these internet sites are
inactive textual references to these URLs and are for your information only.
(**) March 2005
Dear WMC Resources shareholder,
I am pleased to enclose BHP Billiton's Offer to acquire all of your shares in
WMC Resources Ltd.
BHP Billiton, through its group company, BHP Billiton Lonsdale Investments Pty
Ltd, is offering A$7.85 cash for each WMC Resources Share that you hold.
Your board has unanimously recommended that WMC Resources shareholders accept
the Offer in the absence of a superior proposal and has indicated that the
directors will be accepting this Offer for their own holdings of WMC Resources
Shares on that basis.
BHP Billiton believes that this Offer represents a fair price for WMC Resources
and provides certainty of value today to WMC Resources shareholders. The Offer
price of A$7.85 per WMC Resources Share values your company at A$9.2 billion and
represents a significant premium of:
• A$2.70 above the volume weighted average price of WMC Resources Shares
of A$5.15 in the one month to 27 October 2004 (the last day of trading
prior to WMC Resources' announcement of Xstrata's approach regarding a
possible offer);
• 85 cents above the Xstrata Offer price of A$7.00 per WMC Resources Share
(adjusted for WMC Resources' 2004 final dividend of 20 cents per share);
and
• 39 cents above the closing price of WMC Resources Shares of A$7.46 on the
day before announcement of the Offer.
The Offer price of A$7.85 is in the top half of the A$7.17 to A$8.24 range at
which the independent expert appointed by WMC Resources, Grant Samuel, has
valued WMC Resources Shares. This Offer price, when added to WMC Resources' 2004
final dividend of 20 cents per share paid on 11 March 2005, is in the top
quartile of that valuation range.
The Offer will close at 7:30 pm (Melbourne time) on (**), unless extended. To
accept the Offer, please follow the instructions on page 2. If you have any
questions about the Offer, please contact the BHP Billiton Offer information
line on 1300 365 849 (from within Australia) or + 61 3 9415 4254 (if calling
from outside Australia) or, if calling from the United States, contact MacKenzie
Partners at (212) 929 5500 (call collect) or (800) 322 2885 (toll free) or by
email at proxy@mackenziepartners.com, or consult your financial or other
professional adviser.
I encourage you to consider this document carefully and accept our Offer.
Yours sincerely,
Don Argus
Chairman
CONTENTS
PART A - SUMMARY OF THE OFFER 1
PART B - ISSUES YOU SHOULD CONSIDER 5
PART C - THE OFFER TERMS 12
1. THE OFFER 12
1.1 Offer for your WMC Resources Shares 12
1.2 Consideration 12
2. OFFER PERIOD 12
3. HOW TO ACCEPT THIS OFFER 13
3.1 Accept for all your WMC Resources Shares 13
3.2 CHESS Holdings 13
3.3 Issuer Sponsored Holdings or unregistered holdings 13
3.4 Foreign laws 14
4. YOUR AGREEMENT RESULTING FROM ACCEPTANCE 14
4.1 Effect of Acceptance Form 14
4.2 Your agreement 15
4.3 Powers of attorney 16
4.4 Validation of otherwise ineffective acceptances 16
5. DEFEATING CONDITIONS 17
5.1 Defeating Conditions of this Offer 17
5.2 Separate Defeating Conditions for the benefit of BHP
Billiton Lonsdale 25
5.3 Nature of Defeating Conditions 25
5.4 Notice declaring Offers free of Defeating Conditions 26
5.5 Notice publication date 26
5.6 Contract void if Defeating Conditions not fulfilled 26
6. PAYMENT OF CONSIDERATION 26
6.1 When you will receive payment 26
6.2 Acceptance Form requires additional documents 27
6.3 BHP Billiton Lonsdale may set off share scheme debts 28
6.4 Delivery of consideration 28
6.5 Return of documents 28
6.6 Rights 28
6.7 Non Australian residents 29
6.8 Costs and stamp duty 29
7. OFFEREES 30
7.1 Registered holders 30
7.2 Transferees 30
7.3 Trustees and nominees 30
7.4 Notices by Trustees and Nominees 31
8. VARIATION AND WITHDRAWAL OF OFFER 31
8.1 Variation 31
8.2 Withdrawal 31
9. GOVERNING LAW 31
PART D - INFORMATION ABOUT BHP BILLITON LONSDALE AND THE BHP BILLITON GROUP 32
10. BIDDER 32
10.1 Offers 32
10.2 BHP Billiton Lonsdale 32
11. THE BHP BILLITON GROUP 34
11.1 Overview of the BHP Billiton Group 34
11.2 Where to find further information on the BHP Billiton Group 34
12. REASONS FOR THE ACQUISITION 34
PART E - AUSTRALIAN TAX CONSEQUENCES 36
13. AUSTRALIAN TAX IMPLICATIONS FOR WMC RESOURCES SHAREHOLDERS 36
14. SHAREHOLDERS WHO ARE AUSTRALIAN RESIDENTS 37
15. SHAREHOLDERS WHO ARE NOT AUSTRALIAN RESIDENTS 42
16. GST 42
PART F - ADDITIONAL INFORMATION 44
17. BIDDER'S INTENTIONS 44
17.1 Introduction 44
17.2 Acquisition of outstanding WMC Resources Shares and WMC
Resources Options 44
17.3 Intentions for WMC Resources as a wholly owned subsidiary 45
17.4 Intentions for WMC Resources as a partly owned subsidiary 48
17.5 Other Intentions 49
18. SOURCES OF CASH CONSIDERATION 49
18.1 Cash consideration 49
18.2 BHP Billiton commitment to fund BHP Billiton Lonsdale 50
18.3 Sources of BHP Billiton Group funds 50
18.4 Committed bank facility 50
18.5 Capital markets programs 52
18.6 Proposed new bank facilities 52
19. INFORMATION ON SECURITIES IN WMC RESOURCES 53
19.1 Capital Structure of WMC Resources 53
19.2 BHP Billiton Lonsdale relevant interest in WMC Resources
securities 54
19.3 BHP Billiton Lonsdale's voting power in WMC Resources 54
19.4 Acquisition by BHP Billiton Lonsdale of WMC Resources Shares
during previous four months 54
19.5 Inducing benefits given by BHP Billiton Lonsdale during
previous four months 54
19.6 Economic exposure to WMC Resources Shares 55
19.7 Deutsche Bank appointment 56
20. OTHER MATERIAL INFORMATION 56
20.1 Conditions 56
20.2 Xstrata Offer 59
20.3 Xstrata Offer withdrawal rights 59
20.4 Deed of Undertaking 60
20.5 Due diligence 63
20.6 Recent changes to WMC Resources' financial position 64
20.7 Material information 64
20.8 Information for US holders 65
20.9 Information for ADR holders 67
20.10 Employee Share Schemes 68
20.11 Approvals for payment of consideration 70
20.12 Consents 71
21. MODIFICATIONS TO CORPORATIONS ACT 72
PART G - DEFINITIONS AND INTERPRETATION 73
22. DEFINITIONS 73
23. INTERPRETATION 77
PART A - SUMMARY OF THE OFFER
The Bidder BHP Billiton Lonsdale is the company making the Offer. BHP
Billiton Lonsdale is a member of the BHP Billiton Group. The
BHP Billiton Group constitutes the largest diversified
resources group in the world. Further details about the BHP
Billiton Group are set out on page 34 of this Bidder's
Statement.
The Offer BHP Billiton Lonsdale offers to acquire all of your WMC
Resources Shares.
Consideration You are offered A$7.85 cash for each of your WMC Resources
Shares.
Closing date Unless withdrawn or extended the Offer is open until 7:30 pm
Melbourne time on (**).
Conditions The Offer is subject to the conditions set out in clause5.1 of
this Bidder's Statement. The conditions of the Offer are
summarised below:
• BHP Billiton Lonsdale acquiring a relevant interest in more
than 90 per cent of all WMC Resources Shares;
• Foreign Investment Review Board approval and other
regulatory approvals;
• action by any Public Authority adversely affecting the
Offer;
• no prescribed occurrences;
• no material acquisitions, disposals or changes in the
conduct of WMC Resources' business;
• the non-existence of certain rights;
• no material adverse change in relation to WMC Resources;
and
• the S&P/ASX 200 Index not falling below 3,500 on any
trading day.
WMC Resources The Offer only extends to WMC Resources Shares. If you have WMC
Options Resources Options at the Register Date (7:00 pm Melbourne time
on 21 March 2005), you must exercise those WMC Resources
Options and be issued with WMC Resources Shares before you can
accept the Offer.
No brokerage You will not pay any stamp duty on accepting the Offer.
or stamp duty
If your WMC Resources Shares are registered in an Issuer
Sponsored Holding in your name and you deliver them directly to
BHP Billiton Lonsdale, you will not incur any brokerage in
connection with your acceptance of the Offer.
If your WMC Resources Shares are in a CHESS Holding or you hold
your WMC Resources Shares through a bank, custodian or other
nominee, you should ask your Controlling Participant (usually
your broker) or the bank, custodian or other nominee whether it
will charge any transaction fees or service charges in
connection with your acceptance of the Offer.
How to accept You may only accept this Offer in respect of all your WMC
Resources Shares.
If your WMC Resources Shares are in a CHESS Holding, to accept
you must either:
(a) complete and return the enclosed Acceptance Form in
accordance with the instructions on it; or
(b) instruct your Controlling Participant to initiate
acceptance of the Offer on your behalf.
If you are a Participant (typically, a stockbroker who is a
participating organisation of ASTC), the above does not apply.
To accept the Offer you must initiate acceptance in accordance
with the ASTC Settlement Rules.
If your WMC Resources Shares are in an Issuer Sponsored Holding
or if at the time of your acceptance you are entitled to be
(but are not yet) registered as the holder of your WMC
Resources Shares, to accept you must complete and return the
Acceptance Form in accordance with the instructions on it.
If your Securityholder Reference Number or Holder
Identification Number begins with an 'I', this indicates that
your WMC Resources Shares are in an Issuer Sponsored Holding.
To be effective, your acceptance must be received by BHP
Billiton Lonsdale before the closing date.
Send your Acceptance Form (and other documents, if any,
required by the instructions on it) to:
By Mail OR By Hand
Computershare Investor Services Computershare Investor Services
Pty Limited Pty Limited
GPO Box 52 Yarra Falls
MELBOURNE VIC 8060 452 Johnston Street
ABBOTSFORD VIC 3067
A self-addressed envelope is enclosed for you to return your
Acceptance Form (and other documents, if any, required by the
instructions on the form).
Further For questions regarding your WMC Resources Shares, the Offer or
information how to accept the Offer, please contact the BHP Billiton Offer
information line on:
For Australian callers: 1300 365 849
For international callers: + 61 3 9415 4254
For US callers: MacKenzie Partners, Inc.
(212) 929 5500 (call collect)
(800) 322 2885 (toll free)
Email: proxy@mackenziepartners.com
Please note that all calls to these numbers will be recorded to
satisfy legal requirements.
PART B - ISSUES YOU SHOULD CONSIDER
REASONS WHY YOU SHOULD ACCEPT THE OFFER
You will benefit from a significant premium for your WMC Resources Shares
The Offer price of A$7.85 per WMC Resources Share represents a significant
premium of:
• A$2.70 above the volume-weighted average price (VWAP) of WMC Resources
Shares of A$5.15 in the one month to 27 October 2004, the last day of
trading prior to WMC Resources' announcement of Xstrata's approach
regarding a possible offer;
• 85 cents above the Xstrata Offer price of A$7.00 per WMC Resources Share
(adjusted for WMC Resources' 2004 final dividend of 20 cents per share);
and
• 39 cents above the closing price of WMC Resources Shares of A$7.46 on the
day before announcement of the Offer.
The Offer is in the top half of the independent expert's valuation range
The Offer price of A$7.85 per WMC Resources Share is in the top half of the
A$7.17 to A$8.24 range at which the independent expert appointed by WMC
Resources, Grant Samuel, has valued WMC Resources Shares.(1) This Offer price,
when added to WMC Resources' 2004 final dividend of 20 cents per share paid on
11 March 2005, is in the top quartile of that valuation range.
The BHP Billiton Offer for WMC Resources - premium to WMC Resources share price
and Xstrata Offer
Notes: (1) Not adjusted for WMC Resources' 2004 final dividend of 20 cents per
WMC Resources Share.
(2) Adjusted for WMC Resources' 2004 final dividend of 20 cents per WMC
Resources Share.
The Offer price is higher than any price at which WMC Resources Shares have
traded up until the date of the announcement of the BHP Billiton Offer
The Offer price of A$7.85 per WMC Resources Share is higher than both:
• the highest price at which WMC Resources Shares have traded in the
period from the Demerger until the day prior to WMC Resources' announcement
of the approach by Xstrata on 28 October 2004 (A$5.98); and
• the volume-weighted average price (calculated on an 'ex dividend' basis)
at which WMC Shares have traded for the period from the announcement of the
Xstrata Offer for WMC Resources until the date of announcement of the BHP
Billiton Offer (A$7.06).
You will receive cash for your shares and incur no brokerage charges
By accepting the Offer:
• you will receive (subject to the conditions of the Offer being satisfied
or waived) A$7.85 cash per WMC Resources Share;
• you will not incur any brokerage charges by accepting the BHP Billiton
Offer if your WMC Resources Shares are registered in an Issuer Sponsored
Holding (you may incur brokerage costs and GST on those costs if you choose
to sell your WMC Resources Shares on the market or you instruct your broker
to accept the Offer on your behalf); and
• you will be paid the consideration within one month after you have
accepted the Offer or within one month after the Offer becomes
unconditional, whichever is later. In any event, you will be paid the
consideration no later than 21 days after the Offer closes (assuming all
conditions of the Offer are satisfied or waived).
Unanimous Support of WMC Resources Board
The directors of WMC Resources have unanimously recommended that, in the absence
of a superior proposal, WMC Resources shareholders accept the BHP Billiton
Offer.
All of WMC Resources' directors who hold shares in WMC Resources have indicated
that they will be accepting the BHP Billiton Offer in respect of their personal
shareholdings, in the absence of a superior proposal.
CONSEQUENCES OF NOT ACCEPTING
BHP Billiton believes that its Offer for WMC Resources is a fair offer. However,
if you choose not to accept the Offer, there are certain risks of which you
should be aware:
• If BHP Billiton Lonsdale becomes the majority shareholder in WMC
Resources, and WMC Resources remains a listed company, the market for your
WMC Resources Shares may be less liquid or active. Therefore, it could be
more difficult for you to sell your WMC Resources Shares later, should you
choose to do so.
• If BHP Billiton Lonsdale becomes entitled to acquire your WMC Resources
Shares compulsorily, it intends to exercise those rights.
You should consult your broker or financial adviser to ascertain the impact of
the risks outlined above on the value of your shares.
FREQUENTLY ASKED QUESTIONS
Questions Answers
What is the Offer? BHP Billiton Lonsdale is offering you A$7.85 cash per
share for all your WMC Resources Shares.
When will I be paid? If you accept the Offer, you will be paid the
consideration within one month after you have accepted
the Offer or within one month after the Offer becomes
unconditional, whichever is later. In any event, you
will be paid the consideration no later than 21 days
after the Offer closes (assuming all conditions of the
Offer are satisfied or waived).
How do I accept the Instructions on how to accept the Offer are set out in
Offer? Part A (on page 2) and on the Acceptance Form
accompanying this Bidder's Statement.
Do I have to pay Not if your WMC Resources Shares are registered in an
brokerage if I accept? Issuer Sponsored Holding in your name and you deliver
them directly to BHP Billiton Lonsdale.
If your WMC Resources Shares are in a CHESS Holding or
you hold your WMC Resources Shares through a bank,
custodian or other nominee, you should ask your
Controlling Participant (usually your broker) or the
bank, custodian or other nominee whether it will charge
any transaction fees or service charges in connection
with your acceptance of the Offer.
ADR holders who surrender ADRs and withdraw WMC
Resources Shares for the purpose of accepting the Offer
may incur certain fees and expenses as stipulated in
the ADR Depositary Agreement.
Do I have to pay stamp No. If you accept the Offer no stamp duty is payable.
duty if I accept?
What are the tax Please consult your financial, tax or other
implications of professional adviser on the tax implications of
acceptance? acceptance. However, a general summary of the likely
Australian tax consequences is set out in Part E.
Can I accept the Offer No. You cannot accept for part of your holding. You may
for part of my holding? only accept the Offer for ALL of your WMC Resources
Shares.
How long do I have to Unless the Offer is extended, you will have until 7:30
accept the Offer? pm Melbourne time on (**) to accept the Offer.
Will I be entitled to The Offer price will not be reduced by WMC Resources'
keep any dividends or 2004 final dividend of 20 cents per share paid on 11
other distributions paid March 2005. However, the Offer price will be reduced by
by WMC Resources? the amount of any other dividend or distribution that
becomes payable to WMC Resources shareholders after
8March 2005, including the proposed 30 cents per WMC
Resources Share capital return proposed to be
considered for approval at WMC Resources' annual
general meeting in May 2005.
I have already accepted No. The withdrawal rights in the Xstrata Offer were
the Xstrata Offer. Can I terminated on 17 March 2005.
change my mind and
accept the BHP Billiton
Offer?
How does the BHP The BHP Billiton Offer is significantly higher than the
Billiton Offer compare effective offer price of A$7.00 per WMC Resources Share
to the Xstrata Offer? made by Xstrata. By accepting the BHP Billiton Offer
you will receive A$0.85 more for each WMC Resources
Share you hold than you would under the Xstrata
Offer.
What happens if I do not If you do not accept the Offer and the Offer is
accept? successful, your WMC Resources Shares may be
compulsorily acquired. You will be provided the Offer
consideration at the conclusion of this process. You
will receive the Offer consideration sooner if you
accept the Offer.
Can BHP Billiton Yes, the Offer can be extended at BHP Billiton
Lonsdale extend the Lonsdale's election. WMC Resources will receive written
Offer period? notice of any extension.
Can I sell my shares on Yes.
market?
Are there any conditions The Offer is subject to conditions, which are
to the Offer? summarised in Part A and set out in full in clause5.1
of this Bidder's Statement (page 17).
BHP Billiton Lonsdale may choose to waive conditions in
accordance with the Offer.
What if the conditions If the conditions of the Offer are not satisfied or
of the Offer are not waived, then the Offer will not proceed and you will
satisfied? continue to hold your WMC Resources Shares.
BHP Billiton Lonsdale will inform you if the conditions
are satisfied or waived during the Offer Period.
Further information If you have any questions in relation to the Offer or
how to accept it, or if you have lost your Acceptance
Form and require a replacement, please call the BHP
Billiton Offer information line on 1300 365 849 (within
Australia) or + 61 3 9415 4254 (from outside
Australia). For US callers, contact MacKenzie Partners,
Inc. at (212) 929 5500 (call collect) or (800) 322 2885
(toll free) or by email at
proxy@mackenziepartners.com.
Please note that, as required by the Corporations Act,
calls to these numbers will be recorded.
PART C - THE OFFER TERMS
1. THE OFFER
1.1 Offer for your WMC Resources Shares
BHP Billiton Lonsdale offers to acquire all of your WMC Resources Shares on
the terms set out in this Offer.
This Offer extends to all WMC Resources Shares that are issued during the
period from the Register Date to the end of the Offer Period due to the
conversion of, or exercise of rights attached to, WMC Resources Options
which are on issue at the Register Date.
If BHP Billiton Lonsdale acquires your WMC Resources Shares under this
Offer, BHP Billiton Lonsdale is also entitled to any Rights attached to
those WMC Resources Shares.
1.2 Consideration
BHP Billiton Lonsdale offers A$7.85 cash for each of your WMC
Resources Shares.
2. OFFER PERIOD
Unless withdrawn or extended under clause 8, this Offer is open during the
period that begins on the date of this Offer and ends at 7:30 pm Melbourne
time on (**).
If, within the last seven days of the Offer Period:
(a) BHP Billiton Lonsdale varies the Offers to improve the consideration
offered;
(b) the consideration is taken to be increased under section 651A (2) of
the Corporations Act because BHP Billiton Lonsdale purchases WMC
Resources Shares outside the Offer for a cash price higher than the
consideration offered; or
(c) BHP Billiton Lonsdale's voting power in WMC Resources increases to
more than 50 per cent, section 624(2) of the Corporations Act will
apply to extend the Offer Period so that it ends 14 days after that
event.
3. HOW TO ACCEPT THIS OFFER
3.1 Accept for all your WMC Resources Shares
You may only accept this Offer in respect of all your WMC Resources
Shares.
3.2 CHESS Holdings
If your WMC Resources Shares are in a CHESS Holding, you must either:
(a) complete and sign the Acceptance Form in accordance with the
instructions on it. Once completed and signed, you need to return
the Acceptance Form together with all other documents required by
the instructions on it to one of the addresses specified on the
form. This will authorise BHP Billiton Lonsdale to instruct your
Controlling Participant (usually, your broker) to initiate
acceptance on your behalf. For return of the Acceptance Form to
be an effective acceptance of the Offer, you must ensure it is
received in time to give instructions to your Controlling
Participant, and for your Controlling Participant to carry out
those instructions, before the end of the Offer Period; or
(b) instruct your Controlling Participant to initiate acceptance
on your behalf under rule 14.14 of the ASTC Settlement Rules, so
as to be effective before the end of the Offer Period.
If you are a Participant, you must yourself initiate acceptance under
rule 14.14 of the ASTC Settlement Rules, so as to be effective before
the end of the Offer Period.
3.3 Issuer Sponsored Holdings or unregistered holdings
If your WMC Resources Shares are in an Issuer Sponsored Holding or if
at the time of your acceptance you are entitled to be (but are not
yet) registered as the holder of your WMC Resources Shares, to accept
you must complete and sign the Acceptance Form in accordance with the
instructions on it. Once completed and signed, you need to return the
Acceptance Form together with all other documents required by the
instructions on it to one of the addresses specified on the form so
that they are received before the end of the Offer Period.
3.4 Foreign laws
This Offer is not registered in any jurisdiction outside Australia
(unless an applicable foreign law treats it as registered as a result
of the Bidder's Statement being lodged with ASIC). It is your sole
responsibility to satisfy yourself that you are permitted by any
foreign law applicable to you to accept this Offer.
4. YOUR AGREEMENT RESULTING FROM ACCEPTANCE
4.1 Effect of Acceptance Form
By signing and returning the Acceptance Form in accordance with
clause 3:
(a) you authorise BHP Billiton Lonsdale and each of its officers
and agents to correct any errors in, or omissions from, the
Acceptance Form necessary to:
(i) make it an effective acceptance of this Offer in relation
to your WMC Resources Shares which are not in a CHESS
Holding; and
(ii) enable the transfer of your WMC Resources Shares to BHP
Billiton Lonsdale; and
(b) if any of your WMC Resources Shares are in a CHESS Holding,
you authorise BHP Billiton Lonsdale and each of its officers and
agents to:
(i) instruct your Controlling Participant to effect your
acceptance of this Offer in respect of your WMC Resources
Shares under rule 14.14 of the ASTC Settlement Rules; and
(ii) give to your Controlling Participant on your behalf any
other instructions in relation to your WMC Resources Shares
which are contemplated by the sponsorship agreement between
you and your Controlling Participant and are necessary or
appropriate to facilitate your acceptance of this Offer.
4.2 Your agreement
By signing and returning the Acceptance Form or initiating or causing
acceptance of this Offer under the ASTC Settlement Rules in accordance
with clause 3:
(a) you accept this Offer in respect of all your WMC Resources
Shares registered as held by you at the date your acceptance is
processed despite any difference between that number and the
number of WMC Resources Shares specified in the Acceptance Form;
(b) you represent and warrant to BHP Billiton Lonsdale that all
your WMC Resources Shares will at the time of your acceptance of
this Offer and of transfer to BHP Billiton Lonsdale be fully paid
up and that BHP Billiton Lonsdale will acquire good title to and
beneficial ownership of them free from Encumbrances;
(c) you transfer, or consent to the transfer in accordance with
the ASTC Settlement Rules of, your WMC Resources Shares to BHP
Billiton Lonsdale subject to the conditions of the constitution
of WMC Resources on which they were held immediately before your
acceptance of this Offer (and BHP Billiton Lonsdale agrees to
take those WMC Resources Shares subject to those conditions);
(d) if and when the contract resulting from your acceptance of
this Offer becomes unconditional, you irrevocably appoint BHP
Billiton Lonsdale and each director of, and any nominee of,
BHP Billiton Lonsdale as your attorney to:
(i) attend and vote in respect of your WMC Resources Shares at
all general meetings of WMC Resources; and
(ii) execute all forms, notices, documents (including a document
appointing a director of BHP Billiton Lonsdale as a proxy
for any of your WMC Resources Shares) and resolutions
relating to your WMC Resources Shares and generally to
exercise all powers and rights which you have as the
registered holder of your WMC Resources Shares;
(e) you agree that in exercising the powers conferred by the power of
attorney in clause 4.2(d), BHP Billiton Lonsdale and each of its
directors and its nominee is entitled to act in the interest of
BHP Billiton Lonsdale;
(f) you agree not to attend or vote in person at any general meeting
of WMC Resources or to exercise, or to purport to exercise, (in
person, by proxy or otherwise) any of the powers conferred on the
directors of BHP Billiton Lonsdale by clause 4.2(d);
(g) if and when the contract resulting from your acceptance of this
Offer becomes unconditional (even though BHP Billiton Lonsdale
has not yet paid or provided the consideration due to you), you
authorise BHP Billiton Lonsdale to transmit a message to ASTC in
accordance with rule 14.17.1 of the ASTC Settlement Rules so as
to enter those of your WMC Resources Shares which are in a CHESS
Holding into BHP Billiton Lonsdale's Takeover Transferee Holding;
and
(h) you agree to indemnify BHP Billiton Lonsdale and each of its
agents in respect of any claim or action against it or any loss,
damage or liability whatsoever incurred by it as a result of you
not producing your Holder Identification Number or Securityholder
Reference Number or in consequence of the transfer of your WMC
Resources Shares being registered by WMC Resources without
production of your Holder Identification Number or Securityholder
Reference Number.
4.3 Powers of attorney
If the Acceptance Form is signed under power of attorney, the attorney
declares that the attorney has no notice of revocation of the power
and is empowered to delegate powers under the power of attorney under
clause 4.1 and paragraphs (d) and (g) of clause 4.2.
4.4 Validation of otherwise ineffective acceptances
Except in relation to WMC Resources Shares in a CHESS Holding, BHP
Billiton Lonsdale may treat the receipt by it of a signed Acceptance
Form as a valid acceptance of this Offer even though it does not
receive the other documents required by the instructions on the
Acceptance Form or there is not compliance with any one or more of the
other requirements for acceptance. If BHP Billiton Lonsdale does treat
such an Acceptance Form as valid, subject to clause 6, BHP Billiton
Lonsdale will not be obliged to give the consideration to you until
BHP Billiton Lonsdale receives all those documents and all of the
requirements for acceptance referred to in clause 3.3 and in the
Acceptance Form have been met.
5. DEFEATING CONDITIONS
5.1 Defeating Conditions of this Offer
This Offer and the contract resulting from acceptance of this Offer
are subject to the fulfilment of the following Defeating Conditions:
(a) Minimum acceptance condition
During, or at the end of, the Offer Period the number of WMC
Resources Shares in which BHP Billiton Lonsdale and its
associates together have relevant interests (disregarding any
relevant interest that BHP Billiton Lonsdale has merely because
of the operation of section 608(3) of the Corporations Act) is at
least 90 per cent of all the WMC Resources Shares (even if that
number later becomes less than 90 per cent of all the WMC
Resources Shares as a result of the issue of further WMC
Resources Shares).
(b) Foreign investment approval
One of the following occurs before the end of the Offer Period:
(i) BHP Billiton Lonsdale receives written notice issued by or
on behalf of the Treasurer stating that there are no
objections under the Australian government's foreign
investment policy to the acquisition by BHP Billiton
Lonsdale of all of the WMC Resources Shares under the Offer,
such notice being unconditional;
(ii) the expiry of the period provided under the FATA during
which the Treasurer may make an order or an interim order
under the FATA prohibiting the acquisition of WMC Resources
Shares under the Offer, without such an order being made; or
(iii)if an interim order is made to prohibit the acquisition of
WMC Resources Shares under the Offer, the subsequent period
for making a final order has elapsed, without any such final
order being made.
(c) Hart-Scott-Rodino
Before the end of the Offer Period, all filings required under
the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (HSR Act) have been made and all applicable waiting
periods under the HSR Act have expired or have been terminated.
(d) European Union merger control
Before the end of the Offer Period:
(i) the European Commission has issued a decision under Article
6(1)(a) of Council Regulation (EC) 139/2004 (the Merger
Regulation) that the acquisition of all or any of the WMC
Resources Shares as a result of the Offer (Acquisition) does
not give rise to a concentration falling within the scope of
the Merger Regulation;
(ii) the European Commission has issued a decision under Article
6(1)(b) of the Merger Regulation declaring the Acquisition
compatible with the common market, or is deemed to have done
so under Article 10(6) of the Merger Regulation;
(iii)in the event of the European Commission initiating
proceedings under Article 6(1)(c) of the Merger Regulation
and BHP Billiton Lonsdale waiving condition 5.1(d)(ii)
above, the European Commission has issued a decision under
Article 8(1) or 8(2) of the Merger Regulation declaring the
Acquisition compatible with the common market, or is deemed
to have done so under Article 10(6) of the Merger
Regulation; or
(iv) in the event that the European Commission refers the whole
or part of the Acquisition to the competent authorities of
one or more Member States under Article 9(3) of the Merger
Regulation:
(A) each such authority has granted a clearance in respect
of all those parts of the Acquisition which were
referred to it, or is deemed to have granted such a
clearance; and
(B) the requirements of sub-paragraphs (d)(ii) or (d)(iii)
are satisfied with respect to any part not referred to
the competent authority of any Member State.
(e) ACCC
Before the end of the Offer Period, BHP Billiton receives written
notice from the ACCC that the ACCC does not propose to intervene
in the acquisition of WMC Resources Shares under the Offer or the
completion of any transaction contemplated by the Bidder's
Statement, such notice being unconditional.
(f) Approvals by Public Authorities
Before the end of the Offer Period:
(i) BHP Billiton Lonsdale receives all Approvals (other than
those referred to in paragraphs (b) to (e)) which are
required by law or by any Public Authority to permit the
Offers to be made to and accepted by WMC Resources
shareholders in all applicable jurisdictions; and
(ii) BHP Billiton Lonsdale receives all Approvals (other than
those referred to in paragraphs (b) to (e)) which are
required by law or by any Public Authority as a result of
the Offers or the successful acquisition of the WMC
Resources Shares and which are necessary for the continued
operation of the business of WMC Resources and its
subsidiaries or of any member of the BHP Billiton Group,
and, in each case, those Approvals are on an unconditional basis and
remain in force in all respects and there is no notice, intimation or
indication of intention to revoke, suspend, restrict, modify or not
renew those Approvals.
(g) No action by Public Authority adversely affecting the Offer
During the period from and including the Announcement Date to the
end of the Offer Period:
(i) there is not in effect any preliminary or final decision,
order or decree issued by a Public Authority;
(ii) no action or investigation is instituted, or threatened by
any Public Authority; and
(iii)no application is made to any Public Authority (other than
an application by BHP Billiton or any company within the
BHP Billiton Group), in consequence of, or in connection
with, the Offer, which restrains, prohibits or impedes, or
threatens to restrain, prohibit or impede, or may otherwise
materially adversely impact upon, the making of the Offer or
the completion of any transaction contemplated by the
Bidder's Statement or the rights of BHP Billiton Lonsdale in
respect of WMC Resources and the WMC Resources Shares to be
acquired under the Offer or otherwise, or seeks to require
the divestiture by BHP Billiton Lonsdale of any WMC
Resources Shares, or the divestiture of any assets by WMC
Resources or by any subsidiary of WMC Resources or by any
member of the BHP Billiton Group.
(h) No prescribed occurrences
None of the following events happens during the period beginning
on the date the Bidder's Statement is given to WMC Resources and
ending at the end of the Offer Period:
(i) WMC Resources converts all or any of its shares into a
larger or smaller number of shares;
(ii) WMC Resources or a subsidiary of WMC Resources resolves to
reduce its share capital in any way;
(iii)WMC Resources or a subsidiary of WMC Resources:
(A) enters into a buy-back agreement; or
(B) resolves to approve the terms of a buy-back agreement
under section 257C(1) or 257D(1) of the Corporations
Act;
(iv) WMC Resources or a subsidiary of WMC Resources issues shares
(other than WMC Resources Shares issued as a result of
exercise of WMC Resources Options) or grants an option over
its shares, or agrees to make such an issue or grant such an
option;
(v) WMC Resources or a subsidiary of WMC Resources issues, or
agrees to issue, convertible notes;
(vi) WMC Resources or a subsidiary of WMC Resources disposes, or
agrees to dispose, of the whole, or a substantial part, of
its business or property;
(vii)WMC Resources or a subsidiary of WMC Resources charges, or
agrees to charge, the whole, or a substantial part, of its
business or property;
(viii)WMC Resources or a subsidiary of WMC Resources resolves to
be wound up;
(ix) a liquidator or provisional liquidator of WMC Resources or
of a subsidiary of WMC Resources is appointed;
(x) a court makes an order for the winding up of WMC Resources
or of a subsidiary of WMC Resources;
(xi) an administrator of WMC Resources, or of a subsidiary of WMC
Resources, is appointed under section 436A, 436B or 436C of
the Corporations Act;
(xii)WMC Resources, or a subsidiary of WMC Resources, executes a
deed of company arrangement; or
(xiii)a receiver, or a receiver and manager, is appointed in
relation to the whole, or a substantial part, of the
property of WMC Resources or of a subsidiary of WMC
Resources.
(i) No prescribed occurrences between the Announcement Date and
service
None of the events listed in sub-paragraphs (i) to (xiii) of
paragraph (h) happens during the period beginning on the
Announcement Date and ending at the end of the day before the
Bidder's Statement is given to WMC Resources.
(j) No material acquisitions, disposals or changes in the conduct of
WMC Resources' business
During the period from and including the Announcement Date to the
end of the Offer Period, none of WMC Resources, or any subsidiary
of WMC Resources:
(i) acquires, offers to acquire or agrees to acquire one or more
shares, companies or assets (or an interest in one or more
shares, companies or assets) for an amount in aggregate
greater than A$300 million;
(ii) disposes, offers to dispose or agrees to dispose of its
interest (in whole or in part and whether directly or
indirectly) in the Olympic Dam operation, WMC Resources'
nickel operation or the Corridor Sands mineral sands project
(each a Relevant Asset). To avoid any doubt, a disposal of,
an offer to dispose or an agreement to dispose of one or
more shares or interests in a company or entity which owns
an interest in a Relevant Asset is taken to be a disposal
of, an offer to dispose or an agreement to dispose of (as
the case may be) an interest in the Relevant Asset;
(iii)enters into or offers to enter into any joint venture, asset
or profit sharing, partnership, merger of businesses
(including through a dual listed companies structure) or of
corporate entities, in respect of any Relevant Asset;
(iv) other than in the ordinary course of business, incurs,
commits to or brings forward the time for incurring or
committing, or grants to another person a right the exercise
of which would involve WMC Resources or any subsidiary of
WMC Resources incurring or committing to, any capital
expenditure or liability, or foregoes any revenue, for one
or more related items or amounts of greater than A$50
million; or
(v) discloses (without having disclosed to ASX prior to the
Announcement Date) the existence of any matter described in
sub-paragraphs (i) to (iv) above, or announces an intention
or proposal to do anything described in sub-paragraphs (i)
to (iv) above.
For the avoidance of doubt, a reference in this paragraph (j), to:
(A) the Olympic Dam operation is a reference to the Olympic
Dam minerals processing operation (which produces
copper, uranium oxide, gold and silver), and the mine
and assets used in connection with that operation
including all land holdings and assets in and around
the township of Roxby Downs, of WMC Resources (or any
subsidiary of it);
(B) WMC Resources' nickel operation is a reference to the
nickel business carried on by the WMC Resources Group
including the:
(I) mines and concentrators at Leinster and Mount
Keith;
(II) concentrator at Kambalda;
(III)smelter at Kalgoorlie;
(IV) refinery at Kwinana; and
(V) other nickel related projects, of WMC Resources
(or any subsidiary of it).
(k) Non-existence of certain rights
No person (other than a member of the BHP Billiton Group) has or
will have any right (whether subject to conditions or not) as a
result of BHP Billiton Lonsdale acquiring WMC Resources Shares
to:
(i) acquire, or require the disposal of, or require WMC
Resources or a subsidiary of WMC Resources to offer to
dispose of, any material asset of WMC Resources or a
subsidiary of WMC Resources; or
(ii) terminate, or vary the terms or performance of, any material
agreement with WMC Resources or a subsidiary of WMC
Resources.
(l) No material adverse change
During the period from and including the Announcement Date to the
end of the Offer Period:
(i) there is no occurrence or matter, including (without
limitation):
(A) any change in the status or terms of arrangements
entered into with WMC Resources or any of its
subsidiaries or the status or terms of any Approvals
which are applicable to WMC Resources or any of its
subsidiaries whether or not wholly or partly
attributable to the making of the Offer, and/or the
acquisition of WMC Resources Shares under the Offer),
(B) any change in the 30 day moving average spot price for
any commodity on any market, as expressed in Australian
dollars;
(C) any liability for duty or tax;
(D) any liability resulting from a change of control of WMC
Resources; or
(E) any change in the law (whether retrospective or not),
that (individually or together with others) has or could
reasonably be expected to have a materially adverse effect
on the assets, liabilities, financial or trading position,
profitability, production or prospects of WMC Resources and
its subsidiaries taken as a whole; and
(ii) no occurrence or matter, as described in sub-paragraph (l)
(i), which occurred before the Announcement Date but was not
apparent from publicly available information before then,
becomes public.
(m) S&P/ASX 200 Index
During the period from and including the Announcement Date to the
end of the Offer Period, the S&P/ASX 200 Index does not fall
below 3,500 on any trading day.
5.2 Separate Defeating Conditions for the benefit of BHP Billiton Lonsdale
Each of paragraphs 5.1(b) and 5.1(d) and each other paragraph and each
sub-paragraph of each other paragraph of clause 5.1:
(a) is and must be construed as a separate Defeating Condition; and
(b) subject to the Corporations Act, operates as a Defeating
Condition only for the benefit of BHP Billiton Lonsdale and any
breach or non-fulfilment of such condition may be relied upon
only by BHP Billiton Lonsdale which may, subject to clause 5.4,
waive (generally or in respect of a particular event) the breach
or non-fulfilment of that condition.
5.3 Nature of Defeating Conditions
None of the Defeating Conditions prevents a contract to sell your WMC
Resources Shares resulting from your acceptance of this Offer but:
(a) the Defeating Condition in clause 5.1(b) is a condition precedent
to the provisions of that contract relating to BHP Billiton
Lonsdale acquiring an interest in your WMC Resources Shares
becoming binding;
(b) breach of any of the Defeating Conditions entitles BHP Billiton
Lonsdale to rescind that contract by notice to you; and
(c) non fulfilment of any of the Defeating Conditions at the end
of the Offer Period will have the consequences set out in clause
5.6.
5.4 Notice declaring Offers free of Defeating Conditions
(a) Subject to the Corporations Act, BHP Billiton Lonsdale may
declare this Offer and any contract resulting from acceptance of
this Offer free from any of the Defeating Conditions by giving
written notice to WMC Resources:
(i) in the case of the Defeating Conditions in clause 5.1(h),
not later than three Business Days after the end of the
Offer Period; and
(ii) in the case of all other Defeating Conditions, not less than
seven days before the last day of the Offer Period.
(b) BHP Billiton Lonsdale is entitled to declare this Offer and
any contract resulting from acceptance of this Offer free from
the Defeating Condition in clause 5.1(b) provided such
declaration does not result in a contravention of the FATA.
5.5 Notice publication date
The date for giving the notice on the status of the Defeating
Conditions is (**) (subject to extension in accordance with the
Corporations Act if the Offer Period is extended under the
Corporations Act).
5.6 Contract void if Defeating Conditions not fulfilled
Your acceptance or the contract resulting from your acceptance of this
Offer is void if:
(a) at the end of the Offer Period any of the Defeating Conditions in
clause 5.1 is not fulfilled; and
(b) BHP Billiton Lonsdale has not declared this Offer and any
contract resulting from the acceptance of it free of that
Defeating Condition in accordance with clause 5.4.
6. PAYMENT OF CONSIDERATION
6.1 When you will receive payment
Subject to this clause 6, if you accept this Offer BHP Billiton
Lonsdale will pay you the consideration for your WMC Resources Shares
on or before the earlier of:
(a) the day one month after you accept this Offer or, if this
Offer is subject to a Defeating Condition when accepted, one
month after the contract resulting from your acceptance becomes
unconditional; and
(b) the day 21 days after the end of the Offer Period.
6.2 Acceptance Form requires additional documents
Where documents are required to be given to BHP Billiton Lonsdale with
your acceptance to enable BHP Billiton Lonsdale to become the holder
of your WMC Resources Shares (such as a power of attorney):
(a) if the documents are given with your acceptance, BHP Billiton
Lonsdale will pay you in accordance with clause 6.1;
(b) if the documents are given after your acceptance and before
the end of the Offer Period while the Offer is subject to a
Defeating Condition, BHP Billiton Lonsdale will pay you the
consideration by the end of whichever of the following periods
ends first:
(i) one month after the contract resulting from your acceptance
becomes unconditional; and
(ii) 21 days after the end of the Offer Period;
(c) if the documents are given after your acceptance and before the
end of the Offer Period while the Offer is no longer subject to a
Defeating Condition, BHP Billiton Lonsdale will pay you the
consideration by the end of whichever of the following periods
ends first:
(i) one month after BHP Billiton Lonsdale is given the
documents; and
(ii) 21 days after the end of the Offer Period; or
(d) if the documents are given after the end of the Offer Period,
BHP Billiton Lonsdale will pay you the consideration within 21
days after the documents are given. However, if at the time BHP
Billiton Lonsdale is given the documents the contract resulting
from acceptance of the Offer is still subject to a Defeating
Condition in clause 5.1(h), BHP Billiton Lonsdale will pay you
the consideration within 21 days after the contract becomes
unconditional.
6.3 BHP Billiton Lonsdale may set off share scheme debts
If you owe a debt to WMC Resources, or any of its subsidiaries, under
the terms of an employee or director incentive scheme (including, but
not limited to, an Employee Share Scheme), BHP Billiton Lonsdale may
satisfy its obligations by paying as much of the consideration as is
required to discharge that debt to WMC Resources (or the other person
to whom it is owed) and paying you any remaining consideration.
6.4 Delivery of consideration
Subject to the Corporations Act, BHP Billiton Lonsdale will send
cheques for the cash payment due to you at your risk by pre-paid
ordinary mail, or in the case of an address outside Australia by
airmail, to the address shown in the Acceptance Form.
6.5 Return of documents
If this Offer does not become unconditional or any contract arising
from this Offer is rescinded by BHP Billiton Lonsdale on the grounds
of a breach of a condition of that contract, BHP Billiton Lonsdale
will return by post to you at the address shown on the Acceptance Form
any Acceptance Form and any other documents sent with it by you.
6.6 Rights
If BHP Billiton Lonsdale becomes entitled to any Rights as a result
of your acceptance of this Offer, it may require you to give to BHP
Billiton Lonsdale all documents necessary to vest title to those
Rights in BHP Billiton Lonsdale. If you do not give those documents to
BHP Billiton Lonsdale, or if you have received or are entitled to
receive (or any previous holder of your WMC Resources Shares has
received or is entitled to receive) the benefit of those Rights, BHP
Billiton Lonsdale may deduct the amount (or value as reasonably
assessed by BHP Billiton Lonsdale) of such Rights from any
consideration otherwise payable to you. If BHP Billiton Lonsdale does
not, or cannot, make such a deduction, you must pay that amount to BHP
Billiton Lonsdale.
6.7 Non Australian residents
If, at the time of acceptance of this Offer, any authority or
clearance of the Reserve Bank of Australia or of the Australian
Taxation Office is required for you to receive any consideration under
this Offer or you are a resident in or a resident of a place to which,
or you are a person to whom:
(i) the Banking (Foreign Exchange) Regulations 1959 (Cth);
(ii) the Charter of the United Nations (Terrorism and Dealing with
Assets) Regulations 2002 (Cth);
(iii)the Charter of the United Nations (Sanctions - Afghanistan)
Regulations 2001 (Cth);
(iv) the Iraq (Reconstruction and Repeal of Sanctions) Regulations
2003 (Cth); or
(v) any other law of Australia that would make it unlawful for
BHP Billiton Lonsdale to provide consideration for your WMC
Resources Shares, applies, then acceptance of this Offer will not
create or transfer to you any right (contractual or contingent)
to receive the consideration specified in this Offer unless and
until all requisite authorities or clearances have been obtained
by BHP Billiton Lonsdale. See clause 20.11 of this Bidder's
Statement for information as to whether this restriction applies
to you.
6.8 Costs and stamp duty
BHP Billiton Lonsdale will pay all costs and expenses of the
preparation and circulation of the Offers and any stamp duty payable
on the transfer of any WMC Resources Shares to BHP Billiton Lonsdale.
7. OFFEREES
7.1 Registered holders
BHP Billiton Lonsdale is making an offer in the form of this Offer to:
(a) each holder of WMC Resources Shares on WMC Resources' register of
members on the Register Date; and
(b) each holder of WMC Resources Shares during the Offer Period
that were issued:
(i) after the Register Date; and
(ii) as a result of the conversion of, or exercise of rights
attached to, WMC Resources Options on WMC Resources'
register of optionholders on the Register Date.
Accordingly, the Offers and copies of this Bidder's Statement will be
sent to holders of WMC Resources Shares and WMC Resources Options on
the Register Date.
7.2 Transferees
This Offer extends to any person who is able during the Offer Period
to give good title to a parcel of your WMC Resources Shares. That
person may accept as if an Offer on terms identical to this Offer had
been made to them for those WMC Resources Shares.
7.3 Trustees and nominees
If during the Offer Period and before you accept this Offer your WMC
Resources Shares consist of two or more separate parcels within the
meaning of section 653B of the Corporations Act (for example, because
you are a trustee or nominee for several distinct beneficial owners),
section 653B of the Corporations Act will apply so that:
(a) BHP Billiton Lonsdale is taken to have made a separate Offer
to you for each separate parcel of WMC Resources Shares; and
(b) acceptance by you of the Offer for any distinct parcel of WMC
Resources Shares is ineffective unless:
(i) you give BHP Billiton Lonsdale notice in accordance with
clause 7.4 stating that your WMC Resources Shares consist of
separate parcels; and
(ii) your acceptance specifies the number of WMC Resources Shares
in each separate parcel to which the acceptance relates.
7.4 Notices by Trustees and Nominees
The notice required under clause 7.3(b)(i):
(a) if it relates to WMC Resources Shares not in a CHESS Holding,
must be in writing; or
(b) if it relates to WMC Resources Shares in a CHESS Holding, must
be in an electronic form approved by the ASTC Settlement Rules
for the purposes of Part 6.8 of the Corporations Act.
8. VARIATION AND WITHDRAWAL OF OFFER
8.1 Variation
BHP Billiton Lonsdale may vary this Offer in accordance with the
Corporations Act.
8.2 Withdrawal
BHP Billiton Lonsdale may withdraw this Offer with the written consent
of ASIC and subject to the conditions (if any) which apply to that
consent.
9. GOVERNING LAW
This Offer and any contract resulting from acceptance of it is governed by
the law in force in Victoria.
PART D - INFORMATION ABOUT BHP BILLITON LONSDALE AND THE BHP BILLITON GROUP
10. BIDDER
10.1 Offers
BHP Billiton Lonsdale will make Offers constituting a takeover bid for WMC
Resources Shares.
10.2 BHP Billiton Lonsdale
BHP Billiton Lonsdale is a member of the BHP Billiton Group and a
wholly-owned subsidiary of BHP Billiton Limited.
The directors of BHP Billiton Lonsdale are:
Charles Goodyear
Charles is Chief Executive Officer and Executive Director of the BHP
Billiton Group.
Charles joined the BHP Billiton Group as Chief Financial Officer in
1999. He was appointed to the Boards of BHP Billiton Limited and BHP
Billiton Plc in November 2001 and as Chief Executive Officer in
January 2003. He previously held the position of Chief Development
Officer. He is a former President of Goodyear Capital Corporation and
former Executive Vice President and Chief Financial Officer of
Freeport-McMoRan Inc, and has extensive financial, corporate
restructuring and merger and acquisition experience.
John Fast
John is Chief Legal Counsel and Head of External Affairs of the BHP
Billiton Group.
John joined the BHP Billiton Group as Vice President and Chief Legal
Counsel in December 1999, and was appointed Head of Asset Protection
in July 2001 and Head of External Affairs (Government and Community
Relations) in January 2003. He is a Director of the Medical Research
Foundation for Women and Babies (Australia); Chairman of the Rotary
Indigenous Australian Tertiary Scholarship Advisory Board; a member of
the Takeovers Panel; a member of the Strategic Advisory Board to The
University of Melbourne Law School's Graduate Program; an Associate of
the Securities Institute of Australia and a member of the Markets
Policy Group of that Institute; a member of the Law Council of
Australia; a member of the Law Institute of Victoria; a member of the
General Counsel 100 (based in UK); and a member of the Corporate
Counsel Advisory Committee of the Metropolitan Corporate Counsel
(based in the USA). Before joining BHP Billiton, he was the Senior
Commercial Partner at the law firm Arnold Bloch Leibler.
Chris Lynch
Chris is Chief Financial Officer of the BHP Billiton Group.
Chris joined BHP Limited in 2000 as Chief Financial Officer of the
Minerals Group and was appointed Chief Financial Officer for the
merged BHP Billiton Group in September 2001. He was previously Vice
President and Chief Information Officer for Alcoa Inc. based in
Pittsburgh, USA, and Chief Financial Officer, Alcoa Europe located in
Lausanne, Switzerland. He was also Managing Director KAAL Australia
Ltd, a joint venture company formed by Alcoa Inc. and Kobe Steel,
Manager Financial Risk and Treasury Operations for Alcoa Inc. in
Pittsburgh, USA, and Corporate Accounting Manager at Alcoa of
Australia Ltd.
Marius Kloppers
Marius is Chief Commercial Officer of the BHP Billiton Group.
Marius joined the BHP Billiton Group in 1993 and was appointed Chief
Commercial Officer in December 2003. He was previously Chief Marketing
Officer, Group Executive of Billiton Plc, Chief Executive of Samancor
Manganese, and held various positions at Billiton Aluminium, amongst
them Chief Operating Officer and General Manager of Hillside
Aluminium.
This information is provided by RNS
The company news service from the London Stock Exchange
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