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. 17)
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
|
|
|
|
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 approriate 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
|
1
This
Amendment No. 17 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
11. Additional Information.
On
April 30, 2007, CEMEX agreed to provide an indemnity in favor of Rinker (the
“Deed Poll”) in consideration for Rinker signing an Amended Hold Separate
Stipulation and Order. The Deed Poll is attached as Exhibit
(a)(1)(T).
Item
12. Exhibits.
| Exhibit |
Description
|
|
| (a)(1)(T) | Deed poll in favor of Rinker, dated April 30, 2007. |
2
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 4, 2007
|
CEMEX
Australia Pty Ltd
|
||
| By: | /s/ Mr. Ramiro G. Villarreal Morales | |
|
Name:
|
Mr.
Ramiro G. Villarreal Morales
|
|
|
Director
|
||
|
CEMEX,
S.A.B. de C.V.
|
||
| By: | /s/ Mr. Ramiro G. Villarreal Morales | |
|
Name:
|
Mr.
Ramiro G. Villarreal Morales
|
|
|
Title:
|
Director
|
|
3
Exhibit
(a)(1)(T)
To:
Rinker
Group Ltd,
its
subsidiaries and
each
of
their respective directors
30
April
2007
CEMEX,
S.A.B. de C.V. (CEMEX)
refers
to
the attached Amended Hold Separate Stipulation and
Order
proposed to be signed by CEMEX, Rinker Group Limited (Rinker)
and
the
United
States
of America (Amended
HSO).
In
consideration for Rinker agreeing to sign the Amended HSO at CEMEX’s request,
CEMEX
confirms
and agrees, for the avoidance of doubt, that in the event that Rinker or
any of
its subsidiaries (each a Rinker
Group Company), after
the
occurrence of a Divestiture Trigger (as defined in the Amended HSO) agrees
to,
or is required to, divest of Divestiture Assets (as defined in the Amended
HSO),
or has Divestiture Assets divested on its behalf, in circumstances
where CEMEX Australia Pty Limited (CEMEX
Australia) has
not
commenced compulsory
acquisition of shares in Rinker and there is a loss to a Rinker Group Company
as
a
result,
then the indemnity in clause 3.3(d) of the Bid Agreement dated 10 April
2007
between CEMEX, Rinker and CEMEX Australia (as amended) extends to providing
compensation to each
Rinker Group Company that has disposed of Divestiture Assets (including
compensation by
way of
contributing assets to the relevant Rinker Group Company) as is necessary
to
ensure that
each
such Rinker Group Company is restored to the position (assessed on a financial
basis)
it would
have been in had the divestitures not occurred.
This
document is governed by the laws of New South Wales and CEMEX irrevocably
submits to
the
non-exclusive jurisdiction of the court of New South Wales and courts competent
to hear
appeals
from those courts. CEMEX irrevocably waives any objection to the venue
of any
legal process
in these courts on the basis that the process has been brought in an
inconvenient forum.
This
letter is given by CEMEX as a deed poll in favour of Rinker Group Limited,
each
of its
subsidiaries and each of their respective directors.
Executed
as a deed poll
by
CEMEX,
S.A.B. de C.V.
/s/
Ramiro G.
Villarreal
Ramiro
G.
Villarreal
General
Counsel and Secretary of the Board