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. 2)
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
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. 2 amends and supplements the Tender Offer Statement on Schedule
TO, filed with the Securities and Exchange Commission (the “SEC”) on November
14, 2006 (the “Schedule TO”) and amended by Amendment No. 1, filed with the SEC
on November 17, 2006 (“Amendment No .1”). Schedule TO, as amended by Amendment
No. 1, 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, 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.
Except as specifically provided herein, this Amendment No. 2 does not modify
any
of the information previously reported on the Schedule TO as amended by
Amendment No. 1.
Item
11. Additional information
The
following statement was published on CEMEX's website relating to the
Offer:
“CEMEX,
S.A.B. de C.V. (NYSE: CX) has called a General Stockholders’ Meeting to be held
on December 7, 2006.”
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:
November 20, 2006
|
CEMEX
Australia Pty Ltd
|
||
| |
|
|
| By: | /s/ Mr. Ramiro G. Villarreal Morales | |
|
Name: Mr. Ramiro G. Villarreal Morales |
||
| Title: Director | ||
|
CEMEX,
S.A.B. de C.V.
|
||
| |
|
|
| By: | /s/ Mr. Ramiro G. Villarreal Morales | |
|
Name: Mr. Ramiro G. Villarreal Morales |
||
| Title: General Counsel | ||