|
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. 26)
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)
Ordinary
Shares, ISIN AU000000RIN3
American
Depositary Shares, CUSIP 76687M101, ISIN US76687M1018
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
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
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$100,172
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(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.
|
⊠
|
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.
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||
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Amount
Previously Paid: $286,357
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|||
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Form
or Registration No.: Schedule TO
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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
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|||
|
o
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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
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⊠
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third-party
tender offer subject to Rule 14d-1.
|
|
o
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issuer
tender offer subject to Rule 13e-4.
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|
o
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going-private
transaction subject to Rule 13e-3
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o
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amendment
to Schedule 13D under Rule 13d-2
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| Check the following box if the filing is a final amendment reporting the results of the tender offer. ⊠ |
2
This
Amendment No. 26 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 (“Rinker Shares”) and American depositary shares (“Rinker ADSs”)
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.
The Offer expired at 7 PM (Sydney Time) on July 16, 2007 / 5 AM (New
York Time)
on July 16, 2007. All Rinker shares and Rinker ADSs that were validly
tendered
and not withdrawn have been accepted for purchase. Securities representing
855,888,560 Rinker Shares (or 95.62% of the outstanding Rinker Shares)
were
validly tendered and accepted for payment, which included approximately
795,530,900 Rinker Shares and approximately 12,071,532 Rinker ADSs
(representing
approximately 60,357,660 Rinker Shares).
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:
July 31, 2007
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CEMEX
Australia Pty Ltd
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By:
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/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:
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/s/ Ramiro G. Villarreal Morales | |
| Name: Ramiro G. Villarreal Morales | |||
| Title: General Counsel | |||
4