| Thu 26 May 2005, 8:41 | | News Release |
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BHP - WMC Bidders Statement - News Release
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share Code: BIL
ISIN: GB0000566504
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 (as supplemented by the
Supplementary Bidder`s Statement dated 13 May 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).
This Supplementary Bidder`s Statement must be read together with the Bidder`s
Statement and the Supplementary Bidder`s Statement dated 13 May 2005. Unless
the context otherwise requires, terms defined in the Bidder`s Statement have the
same 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 on 26 May 2005. Neither ASIC nor any of its officers takes any
responsibility 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 BHP
Billiton achieves(1) acceptances (including instructions under the Acceptance
Facility) for more than 50% of WMC shares. After today, the offer can only be
extended in limited circumstances in accordance with the Corporations Act.
Should acceptances and instructions exceed 50%(1), the offer will be declared
unconditional(2) and payment terms accelerated so that accepting shareholders
are paid within five business days(3). In these circumstances the offer will
also be automatically extended by two weeks from the date such acceptances and
instructions 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
of A$7.85 per share is full and fair. All the necessary regulatory approvals
have been received and shareholders have been given sufficient time to allow
them to assess the merits of our offer.`
`It is not in the interests of BHP Billiton or WMC shareholders to further
extend the offer. Should the offer lapse, we will continue to follow our
clearly set out strategy focussing on value creating opportunities`.
In a letter to all WMC shareholders today, WMC Chairman, Tommie Bergman, said
that WMC`s directors believed that the BHP Billiton offer represented excellent
value. `In the 11 weeks since the receipt of BHP Billiton`s offer, your Board
has not had any other approaches.`
Mr Bergman said that WMC`s directors planned to accept the offer in respect of
their own holdings of WMC shares. `... WMC`s share price may fall below A$7.85
if BHP Billiton`s offer lapses,` he said.
At this time, BHP Billiton has achieved acceptances in respect of 4.49% of WMC
shares (no instructions have been received under the Acceptance Facility as at
7.30pm Melbourne time yesterday) and holds an economic exposure to a further
4.3% 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 within
Australia) or +61 3 9415 4254 (if calling from outside Australia). If calling
from the United States of America, please contact MacKenzie Partners at (212)
929 5500 (call collect) or (800) 322 2885 (toll free) or by email at
proxy@mackenziepartners.com.
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 offer
period 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 the
instrument, ASIC declares that Chapter 6 of the Corporations Act applies to BHP
Billiton in relation to the Offer as if section 624 of the Corporations Act were
modified 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 Mallett
being a Secretary of BHP Billiton Lonsdale Investments Pty Ltd who is authorised
to sign by a resolution passed at a meeting of the directors of BHP Billiton
Lonsdale Investments Pty Ltd.
Ross Mallett
Company Secretary
(1) within the last 7 days of the offer
(2) a confirmation letter will be provided to the Acceptance Facility operator
triggering implementation of all instructions held
(3) of the later of the offer becoming unconditional and the shareholder`s
acceptance being processed or instructions being implemented
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 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 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 has
issued a target`s statement in connection with the offer which investors and
holders of WMC 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. The distribution of 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.
