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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: November 17, 2004
CEMEX, S.A. de C.V.
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(Exact name of Registrant as specified in its charter)
CEMEX Corp.
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(Translation of Registrant's name into English)
United Mexican States
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(Jurisdiction of incorporation or organization)
Av. Ricardo Margain Zozaya #325, Colonia del Valle Campestre
Garza Garcia, Nuevo Leon, Mexico 66265
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
N/A
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Contents
1. Press release issued by CEMEX, S.A. de C.V. ("CEMEX") and RMC Group
p.l.c. ("RMC"), dated November 17, 2004, announcing that the
shareholders of RMC approved the acquisition of RMC by CEMEX UK
Limited, a wholly-owned subsidiary of CEMEX (attached hereto as
exhibit 1).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
CEMEX, S.A. de C.V. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CEMEX, S.A. de C.V.
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(Registrant)
Date: November 17, 2004 By: /s/ Rafael Garza
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Name: Rafael Garza
Title: Chief Comptroller
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1 Press release issued by CEMEX, S.A. de C.V. ("CEMEX") and
RMC Group p.l.c. ("RMC"), dated November 17, 2004,
announcing that the shareholders of RMC approved the
acquisition of RMC by CEMEX UK Limited, a wholly-owned
subsidiary of CEMEX (attached hereto as exhibit 1).
EXHIBIT 1
RMC Group p.l.c. and CEMEX, S.A. de C.V.
17 November 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
AUSTRALIA, CANADA OR JAPAN
RMC GROUP p.l.c.
RECOMMENDED ACQUISITION BY CEMEX UK LIMITED, A SUBSIDIARY OF
CEMEX, S.A. de C.V.
RECEIPT OF SHAREHOLDER APPROVALS
RMC and CEMEX announced today that at a Court Meeting and an Extraordinary
General Meeting of RMC Shareholders held earlier today in connection with the
recommended Acquisition by CEMEX of RMC all the resolutions proposed received
overwhelming support from shareholders.
At the Court Meeting a majority in number of RMC Shareholders who voted
(either in person or by proxy), representing 99.98% by value, voted in favor
of the resolution to approve the Scheme. The resolution was accordingly
passed.
At the Extraordinary General Meeting the resolution proposed to approve the
Scheme and provide for its implementation was also passed by the requisite
majority.
The final results were as follows:
Court Meeting: 113,711,936 voted in favor, and 24,912 voted against.
Extraordinary General Meeting: 114,937,886 voted in favor, and 94,640 voted
against.
CEMEX UK acquired 50,000,000 RMC Shares, representing approximately 18.8% of
the issued share capital of RMC, on 27 September 2004 as announced on that
day. The voting rights conferred by these RMC Shares were not exercised at the
Meetings.
Regulatory reviews by the E.U. and U.S. anti-trust authorities are underway.
RMC and CEMEX expect to receive regulatory clearances in due course and it is
expected that the Scheme will become effective on 12 January 2005. If this
position changes, a further announcement will be made.
Terms used in this announcement shall have the same meanings as set out in the
Scheme document dated 25 October 2004.
In light of the Acquisition, RMC will now no longer be releasing a Trading
Review on 16 December 2004, as had previously been planned prior to the
announcement of the Acquisition.
ENQUIRIES:
RMC Tel: +44 (0) 1932 568 833
Gary Rawlinson (Investor Relations)
Tim Stokes (Media Relations)
CAZENOVE JPMORGAN
(Financial Adviser and Corporate Broker to RMC) (Financial Adviser to RMC)
Tel: +44 (0) 20 7588 2828 Tel: +44 (0) 20 7742 4000
Nick Wiles Robert McGuire
Piers Coombs Henry Lloyd
Roger Clarke Eamon Brabazon
Tel: +44 (0) 20 7601 0101
HOARE GOVETT
(Corporate Broker to RMC)
Peter Meinertzhagen
Chris Zeal
CITIGATE DEWE ROGERSON Tel: +44 (0) 20 7638 9571
(PR Adviser to RMC)
Jonathan Clare
Michael Berkeley
CEMEX
Javier Trevino (Media Relations) Tel: +44 (0) 20 7379 5151
Maher Al-Haffar (Investor Relations) Tel: +1 212 317 6006
CITIGROUP GOLDMAN SACHS INTERNATIONAL
(Financial Adviser and Corporate Broker (Financial Adviser and
to CEMEX and CEMEX UK) Corporate Broker to CEMEX
Tel: +44 (0) 20 7986 4000 and CEMEX UK)
Philip Robert-Tissot Tel: +44 (0) 20 7774 1000
Cyrus Shabi Simon Dingemans
Jan Skarbek Basil Geoghegan
THE MAITLAND CONSULTANCY Tel: +44 (0) 20 7379 5151
(PR Adviser to CEMEX and CEMEX UK)
Angus Maitland
Philip Gawith
The directors of RMC accept responsibility for the information contained in
this announcement and confirm that, to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The directors of CEMEX UK and the directors of CEMEX accept responsibility for
the information contained in this announcement relating to CEMEX UK and CEMEX.
To the best of the knowledge and belief of the directors of CEMEX UK and the
directors of CEMEX (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Cazenove, which is regulated by the Financial Services Authority, is acting as
financial adviser and corporate broker to RMC in connection with the
Acquisition and no one else and will not be responsible to anyone other than
RMC for providing the protections afforded to customers of Cazenove or for
providing advice in relation to the Acquisition, or the contents of this
announcement.
JPMorgan, which is regulated by the Financial Services Authority, is acting as
financial adviser to RMC in connection with the Acquisition and no one else
and will not be responsible to anyone other than RMC for providing the
protections afforded to customers of JPMorgan or for providing advice in
relation to the Acquisition, or the contents of this announcement.
Hoare Govett, which is regulated by the Financial Services Authority, is
acting as corporate broker to RMC in connection with the Acquisition and no
one else and will not be responsible to anyone other than RMC for providing
the protections afforded to customers of Hoare Govett or for providing advice
in relation to the Acquisition, or the contents of this announcement.
Citigroup and Goldman Sachs International, which are regulated by the
Financial Services Authority, are acting as financial advisers and corporate
brokers to CEMEX and CEMEX UK in connection with the Acquisition and no one
else and will not be responsible to anyone other than CEMEX and CEMEX UK for
providing the protections afforded to their respective customers or for
providing advice in relation to the Acquisition, or the contents of this
announcement.