UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
TO/A
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 20)
RINKER
GROUP LIMITED
ABN
53 003 433 118
(Name
of
Subject Company (issuer))
CEMEX
Australia Pty Ltd
ACN
122 401 405
CEMEX,
S.A.B. de C.V.
(Names
of
Filing Persons (offerors))
Ordinary
shares
American
Depositary Shares (each representing five ordinary shares)
(Titles
of Classes of Securities)
Ordinary
Shares, ISIN AU000000RIN3
American
Depositary Shares, CUSIP 76687M101, ISIN US76687M1018
(CUSIP
and ISIN Numbers of Classes of Securities)
Mr.
Ramiro G. Villarreal Morales
General
Counsel
Av.
Ricardo Margain Zozaya #325,
Colonia
Valle del Campestre,
Garza
Garcia, Nuevo Leon, Mexico 66265
+52
81 8888 8888
(Name,
address and telephone number of
person
authorized to receive notices and communications on behalf of filing
persons)
Copy
to:
Richard
Hall
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825 Eighth
Avenue
New York,
NY 10019
(212) 474-1000
CALCULATION
OF FILING FEE
|
Transaction
Valuation(1)
|
Amount
of Filing Fee(2)
|
|
$3,262,941,077
|
$100,172
|
(1)
Estimated solely for the purpose of calculating the filing fee in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934 (the “Exchange
Act”), the transaction valuation is calculated by multiplying (i) 895,059,958
ordinary shares, which is the maximum number of ordinary shares of Rinker Group
Limited, including 22,479,805 ordinary shares represented by 4,495,961 ADSs
(according to documents filed by Rinker with the Australian Stock Exchange),
subject to the Offer, by (ii) 23%, which is the percentage of US Holders of
Rinker Securities (according to Rinker’s annual report on Form 20-F filed on May
23, 2006), and by (iii) the purchase price of $15.85 in cash for each ordinary
share and $79.25 for each ADS. Terms used and not defined in the
preceding sentence are defined below.
(2)
The amount of the filing fee, calculated in accordance with Rule 0-11 under
the
Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No.
6
for the fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation.
$286,357 was paid on November 14, 2006, in accordance with Fee Advisory No.
3
for Fiscal Year 2007.
|
x
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
|
||
|
Amount
Previously Paid: $286,357
|
|
||
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Form
or Registration No.: Schedule TO
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|||
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Filing
Party: CEMEX Australia Pty Ltd, ACN 122 401 405,
CEMEX, S.A.B. de C.V. |
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||
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Date
Filed: November 14, 2006
|
|
||
|
o
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
|
Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
|
1
|
x
|
third-party
tender offer subject to Rule 14d-1.
|
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
|
o
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going-private
transaction subject to Rule 13e-3
|
|
o
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amendment
to Schedule 13D under Rule 13d-2
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2
This
Amendment No. 20 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on November 14,
2006 (the “Schedule TO”) and amended thereafter. The Schedule TO, as amended,
relates to the offer by CEMEX Australia Pty Ltd (“Bidder”), a proprietary
company registered under the laws of Victoria, Australia and an indirect
wholly-owned subsidiary of CEMEX, S.A.B. de C.V. (“CEMEX”), to acquire all the
outstanding ordinary shares and American depositary shares of Rinker Group
Limited, a public company registered under the laws of New South Wales,
Australia (“Rinker”), upon the terms and subject to the conditions of the offer
(the “Offer”) (including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), as described in the Bidder’s
Statement, dated October 30, 2006 (as amended, the “Bidder’s Statement”). Except
as specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule TO, as amended. Capitalized
terms used herein that are not otherwise defined have the meanings given to
them
in the Bidder’s Statement.
Item
4. Terms of the Transaction.
On
May
30, 2007, Bidder lodged a copy of the Eighth Supplementary Bidder’s Statement,
dated May 30, 2007 (the “Eighth Supplementary Bidder’s Statement”), with the
Australian Securities and Investment Commission. The Eighth Supplementary
Bidder’s Statement is to be read together with the Bidder’s Statement. The
Eighth Supplementary Bidder’s Statement is attached as Exhibit
(a)(1)(V).
Item
11. Additional Information.
On
May
30, 2007, Bidder filed a notice with the Australian Stock Exchange stating
that
the Offer has been extended to 7pm (Sydney Time)/5am (New York Time) on June
22,
2007.
Item
12. Exhibits.
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Exhibit
|
Description
|
|
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(a)(1)(V)
|
Eighth
Supplementary Bidder’s Statement, dated May 30,
2007.
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3
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated:
May 30, 2007
| CEMEX Australia Pty Ltd | |||
|
|
By:
|
/s/ Ramiro G. Villarreal Morales | |
| Name: Ramiro G. Villarreal Morales | |||
| Title: Director | |||
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CEMEX,
S.A.B. de C.V.
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|||
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By:
|
/s/
Ramiro G. Villarreal Morales
|
|
|
Name: Ramiro
G. Villarreal Morales
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|||
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Title:
General Counsel
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|||
4
Exhibit
Index.
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Exhibit
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Description
|
|
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(a)(1)(V)
|
Eighth
Supplementary Bidder’s
Statement,
dated May 30, 2007.
|
5
Exhibit
(a)(1)(V)
CEMEX
Reasons to Accept 1 All Rinker directors recommend that you ACCEPT CEMEX's
Offer, and have decided to accept the Offer in respect of their own Rinker
shares 1 2 Rinker's major shareholder, Perpetual, who held approximately
10% 2
of Rinker, has accepted CEMEX's Offer 3 You will receive a 45% 3 premium
and
full value for your Rinker shares 4 You will receive the announced Rinker
dividend of A$0.25 regardless of when you accept the Offer 4 5 CEMEX's Offer
is
within the Independent Expert's valuation range 6 There is no reason to delay
your acceptance, the Offer has been declared final and cannot legally be
increased 5 7 If CEMEX acquires over 50% but less than 100% of Rinker and
you do
not accept, then you will become a minority shareholder in
Rinker. Changes under CEMEX management may include a lowering of
Rinker's divident payout ratio 8 If the CEMEX Offer does not succeed, Rinker's
share price is likely to fall THE OFFER HAS BEEN RECOMMENDED BY YOUR DIRECTORS
ACCEPT NOW
CEMEX
How to Accept To ACCEPT the CEMEX Offer for your Rinker Shares simply fill
out
the Acceptance Form and sent it to: Computershare Investor Services Pty Limited
Victoria 8060 Australia Part B of the Acceptance Form gives you 4 payment
options 6 - Option 1: You elect to receive US$15.85 for each of your
Rinkers Shares converted into, and paid to you in, Australian dollars - Option
2: You elect to receive a fixed amount of A$19.50 for each of your
first 2,000 Rinkers Shares (or for each of your Rinkers Shares if you hold
2,000
shares or less), plus US$15.85 for each of your remaining Rinkers Shares
(if
any) converted into, and paid to you in, Australian dollars - Option
3: You elect to receive US$15.85 for each of
your Rinker Shares paid to you in US dollar - Option 4: You elect to
receive a fixed amount of A$19.50 for each of your first 2,000 Rinker Shares
(or
for each of your Rinker Shares if you hold 2,000 shares or less), plus US$15.85
for each of your remaining Rinker Shares (if any) paid to you in US dollars
See
the First Supplementary Bidder's Statement for details of the currency
conversion process in relation to payments of the Offer consideration. Please
contact the CEMEX Offer Information Line if you require an Acceptance Form.
For
details on how to accept the Offer for your Rinker ADSs, please refer to
page 2
of the Sixth Supplementary Bidder's Statement. CEMEX Offer Information Line
If
you have any questions in relation to the Offer, please call the CEMEX Offer
Information Line on the following numbers: Within Australia: 1300 721
344 (local call) Within the US: (866) 244 1296 (for retail investors)
or (212) 750 5833 (for banks and brokers) Elsewhere: +61 3 9415 4344
Please note that, to the extent required by the Corporations Act, calls to
these
numbers will be recorded. 1 In each case, in the absence of a superior proposal.
2 Based on Perpetual's most recent substantial holding notice, as filed with
ASX
on 18 August 2006. 3 Currency conversions based on Reserve Bank Mid Point
Rate
of A$1.00 to US$0.8167 on 5 April 2007. 4 CEMEX has decided to waive its
right
to deduct the dividend amount from the Offer price and will not register
the
transfer of any shares accepted into the Offer until after 8 June 2007, to
ensure that those shareholders who accept now will still receive the announced
dividend. 5 In the absence of a superior proposal. 6 Notes: (i) Any conversion
of US dollars into Australian dollars will be done at an average of spot
exchange rates during the calculation period. No fees on any
conversion will be deducted by CEMEX during this process. For further
information on how this average rate is calculated, please see the First
Supplementary Bidder’s Statement. (ii) If you make a mistake and you choose more
than one option or you do not choose any options, then your payment method
will
default to Option 3. However, if you are a Rinker Shareholder with a
registered address in Australia, your payment method will default to Option
1.
RINKER BOARD RECOMMENDATION “It is in the best interests of shareholders to
accept the increased CEMEX Offer” “. . . All Rinker directors intend to accept
the higher offer for our own Rinker Shares . . .”5 Rinker Chairman John
Morschel, 10 April 2007
CEMEX
CEMEX Australia Pty Ltd ACN 122 401 405 a wholly owned subsidiary of CEMEX,
S.A.B. de C.V. Supplementary Bidder’s Statement This is a supplementary bidders
statement under section 643 of the Corporations Act. It also contains a combined
notice under sections 630(2) and 650D of the Corporations Act. It is the
eighth
supplementary bidder’s statement issued by CEMEX Australia Pty Limited (Bidder)
in relation to its off-market takeover bid for Rinker Group Limited (Rinker).
This document (Statement) supplements the Bidder’s Statement dated 30 October
2006 (as previously supplemented by the First Supplementary Bidder’s Statement
dated 8 December 2006, the Second Supplementary Bidder’s Statement dated 23
January 2007. the Third Supplementary Bidder’s Statement dated 22 March 2007,
the Fourth Supplementary Bidder’s Statement dated 17 April 2007, the Fifth
Supplementary Bidder’s Statement dated 18 April 2007, the Sixth Supplementary
Bidder’s Statement dated 8 May 2007 and the Seventh Supplementary Bidder’s
Statement dated 11 May 2007 (together, the Supplementary Statements)) issued
by
Bidder and is to be read together with the Bidder’s Statement and the
Supplementary Statements. This Statement will prevail to the extent of any
inconsistency with those documents. A copy of this Statement was lodged with
ASIC on 30 May 2007. Neither ASIC nor any of its officers takes any
responsibility for, the contents of this Statement. Words and phrases defined
in
the Bidder’s Statement and the Supplementary Statements have the same meaning in
this Statement, unless the context requires otherwise. 1. Extension of Offer
Period 1.1 Variation of Offer - extension of Offer Period Bidder gives notice
that it varies the Offer by extending the Offer Period until 7.00pm (Sydney
time) on 22 June 2007/5.00am (New York time) on 22 June 2007. This variation
may
have the effect of postponing, for more than one month, the time when Bidder
must meet its obligations for Rinker Securityholders who have already accepted
the Offer. As a result, under section 650E of the Corporations Act such Rinker
Securityholders may withdraw their acceptance of the Offer by giving notice
within one month beginning on the day after the day on which they first receive
a copy of this Statement. Rinker Securityholders who withdraw their acceptance
must return any consideration received for accepting the Offer. See Section
8.9
of the Bidder’s Statement for instructions on how to withdraw an acceptance of
the Offer. If a Rinker Secuntyholder withdraws an acceptance of the Offer
in
this manner, Bidder must: • return to the Rinker Securityholder any documents
that were sent to Bidder with the acceptance of the Offer within 14 days
after
the day it is given the withdrawal notice and any consideration is returned;
and
• in the case of CHESS Holdings of Rinker Shares, transmit to ASTC a Valid
Message that authorises the release of those securities from the Offer Accepted
Subposition in which the Holding has been reserved. (Words defined in the
ASTC
Settlement Rules have the same meaning when used in this Section, unless
the
context requires otherwise.) 1.2 New date for notice on the status of the
Defeating Conditions Due to the extension of the Offer Period, the date for
giving the notice on the status of the Defeating Conditions required by section
630(1) of the Corporations Act has changed from 31 May 2007 to 14 June 2007
(subject to variation in accordance with section 630(2) of the Corporations
Act
if the Offer Period is further extended). As at the date of this Statement,
the
only Defeating Condition of the Offer which has not been fulfilled or waived
is
the condition in Section 8.6(a) relating to 90% minimum acceptance. Bidder
will
waive this condition and declare the Offer unconditional if and when the
number
of Rinker Shares in which Bidder and its associates has a relevant interest
represents more than 50% of the total number of Rinker
Shares.
CEMEX
2. Other Material Information On 11 May 2007, Bidder lodged a Seventh
Supplementary Bidder’s Statement with ASIC. The Seventh Supplementary Bidder’s
Statement contained the following information: 2.1 Fixed Australian Dollar
Option also available on compulsory acquisition Bidder will give you the
right
to elect to receive payment on the same terms as the Fixed Australian Dollar
Option, as outlined in Section 1 of the Fifth Supplementary Bidder’s Statement,
if your Rinker shares are acquired compulsorily. You will be given a notice
which sets out the options available at the same time that a notice of
compulsory acquisition is given to you. Accordingly, the Fifth Supplementary
Bidder’s Statement is amended by deleting the last sentence of the answer to
question 11 on page 5 and by replacing the penultimate sentence on page 20
with
the sentence “The Fixed Australian Dollar Option will also be available to you
if your Rinker shares are acquired compulsorily”. 2.2 Update on funding
arrangements There has been a further change to the committed funding
arrangements which does not affect Bidder s ability to provide the consideration
offered under the Offer. CEMEX no longer proposes to partly source the necessary
funds to be made available to Bidder to pay the Offer Amount (and costs
associated with the Offer) from the US$1 billion Committed Facility, as outlined
in Sections 2.2(a) and 2.3 of the Second Supplementary Bidder’s Statement. In
lieu of the US$1 billion Committed Facility, CEMEX now proposes to partly
source
the necessary funds to be made available to Bidder to pay the Offer Amount
(and
costs associated with the Offer) from the US$1.2 billion Existing Committed
Facility, as outlined in Sections 4.3 and 4.7 of the Bidder’s Statement, the
entire amount of which has been reserved for this purpose. CEMEX therefore
has
cancelled the US$1 billion Committed Facility. On the basis of the arrangements
described in Section 4 of the Bidder’s Statement (as supplemented by Section 4.1
of the First Supplementary Bidder’s Statement, Section 2 of the Second
Supplementary Bidder’s Statement and this Section 2), Bidder and CEMEX believe
that they have reasonable grounds for holding the view, and hold the view,
that
Bidder will be able to provide the consideration offered under the Offer.
3.
Consent CEMEX has given, and has not before the date of this Statement
withdrawn, its written consent to: (i) be named in this Statement in the
form
and context in which it has been named; and (ii) the inclusion of each statement
it has made, and each statement which is said in this Statement to be based
on a
statement it has made, in the form and context in which the statements have
been
included. 4. Approval This Statement has been approved by a resolution passed
by
the directors of Bidder DATED 30 May 2007 SIGNED for and on behalf of CEMEX
Australia Pty Ltd Hector Medina Director CEMEX Eighth Supplementary Bidder’s
Statement