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. 13)
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)
|
|
$2,676,229,274
|
$286,357
|
(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 US$13.00 in cash for each
ordinary
share and US$65.00 for each ADS. Terms used and not defined in the preceding
sentence are defined below.
(2)
The
filing fee is calculated in accordance with Rule 0-11(d) of the Exchange
Act and
Fee Rate Advisory No. 3 for Fiscal Year 2007 issued by the Securities
and
Exchange Commission on September 29, 2006. Such fee equals .0107% of
the
transaction valuation.
|
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
|
|||
|
Form
or Registration No.: Schedule TO
|
|||
|
Filing
Party: CEMEX Australia Pty Ltd, ACN 122 401 405,
CEMEX,
S.A.B. de C.V.
|
|||
|
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:
|
x
|
third-party
tender offer subject to Rule 14d-1.
|
|
o
|
issuer
tender offer subject to Rule 13e-4.
|
|
o
|
going-private
transaction subject to Rule 13e-3
|
|
o
|
amendment
to Schedule 13D under Rule 13d-2
|
2
This
Amendment No. 13 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”), at a
purchase price of US$13 per ordinary share and US$65 per ADS in cash
(less any
applicable withholding taxes and without interest), 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 (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.
Item
4. Terms of the transaction
On
March 22, 2007, Bidder lodged a copy of the third supplementary Bidder’s
statement, dated March 22, 2007 (the “Third Supplementary Bidder’s Statement”),
with the Australian Securities and Investment Commission. The Third
Supplementary Bidder’s Statement supplements and is to be read together with the
Bidder’s Statement, as amended by the First Supplementary Bidder’s Statement,
dated December 8, 2006 and by the Second Supplementary Bidder’s Statement, dated
January 23, 2007. The Third Supplementary Bidder’s Statement is attached as
Exhibit (a)(1)(N).
Item
11.
Additional Information
On
March
22, 2007, Bidder filed a notice with the Australian Stock Exchange
stating that
(i) the Offer has been extended to 7pm (Sydney Time) on April
27, 2007/5am (New York Time) on April 27, 2007 and (ii) Bidder and its
associates had a relevant interest in 0.0001% of the ordinary shares
in Rinker
as at 14 November 2006 and 0.19% as at March 22, 2007.
Item
12. Exhibits.
|
Exhibit
|
Description
|
|
|
(a)(1)(N)
|
Third
Supplementary Bidder’s Statement.
|
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:
March 22, 2007
| CEMEX Australia Pty Ltd | ||
| |
|
|
| By: | /s/ Ramiro G. Villarreal Morales | |
| Name: Mr. Ramiro G. Villarreal Morales | ||
| Title: Director | ||
| CEMEX, S.A.B. de C.V. | ||
| |
|
|
| By: | /s/ Ramiro G. Villarreal Morales | |
| Name: Mr. Ramiro G. Villarreal Morales | ||
| Title: General Counsel | ||
4
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
|
(a)(1)(N)
|
Third Supplementary
Bidder’s Statement.
|
5
Exhibit
(a)(1)(n)
CEMEX
Australia Pty
Ltd ACN 122 401 405
a
wholly owned subsidiary of CEMEX, S.A.B. de C.V.
Third
Supplementary
Bidder’s
Statement
|
This
is
a
supplementary bidder’s
statement
under section
643
of the Corporations Act and a notice under sections
630(2) and 650D of the Corporations Act. It is
the
third
supplementary bidder’s
statement
issued by Bidder in relation
to
its
off-market
takeover bid
for
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 and the Second Supplementary Bidder's
Statement dated 23 January 2007) issued by Bidder and is
to
be
read together with
the
Bidder’s
Statement,
the First
|
Supplementary
Bidder’s
Statement
and
the Second Supplementary Bidder's Statement. This
Statement
will
prevail
to
the extent of any inconsistency with
those
documents.
A
copy of this
Statement
was
lodged with
ASIC
on
22
March
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,
the First
Supplementary
Bidder’s
Statement
or
the Second Supplementary Bidder’s Statement have the same meaning in
this
Statement,
unless
the
context
requires otherwise.
|
1.
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 7pm (Sydney time)
on 27 April 2007 / 5am (New York time) on 27 April 2007.
This
variation has
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 Securityholder 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 22 March 2007 to 19 April 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 Offer has not been freed from any Defeating
Condition nor, so far as Bidder knows, has any Defeating Condition been
fulfilled other than the Defeating Conditions relating to CEMEX shareholder
approval (see Section 4.2 of the First Supplementary Bidder’s Statement) and
Australian foreign investment approval (see Section 2).
CEMEX
Second
Supplementary Bidder's Statement 1
2. Foreign
investment approval - Australia
On
8 March 2007, the Australian Government advised CEMEX that there are no
objections to the acquisition of up to all the Rinker Securities in terms of
the
Australian Government’s foreign investment policy.
Bidder,
therefore,
gave on that date notice that the Defeating Condition set out in Section 8.6(c)
of the Bidder’s Statement relating to Australian foreign investment approval had
been fulfilled such that the Offer is now free of this Defeating
Condition.
3. Approval
This
Statement has
been approved by a resolution passed by the directors of Bidder.
DATED
22 March 2007
SIGNED
for and on behalf of CEMEX Australia Pty Ltd
Hector
Medina
Director
CEMEX
Offer
Information Line
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.
2
CEMEX
Second Supplementary
Bidder's Statement