(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 appropriate boxes below to designate any transactions to which
the
statement relates:
|
x
|
third-party
tender offer subject to Rule 14d-1.
|
o
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issuer
tender offer subject to Rule 13e-4.
|
o
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going-private
transaction subject to Rule 13e-3
|
o
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amendment
to Schedule 13D under Rule 13d-2
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This
Amendment No. 16 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
4. Terms of the Transaction.
On
April
18, 2007, Bidder lodged a copy of the Fifth Supplementary Bidder’s Statement,
dated April 18, 2007 (the “Fifth Supplementary Bidder’s Statement”), with the
Australian Securities and Investment Commission. The Fifth Supplementary
Bidder’s Statement is to be read together with the Bidder’s Statement. The Fifth
Supplementary Bidder’s Statement is attached as Exhibit (a)(1)(S).
Bidder
has varied the Offer by inviting Rinker Shareholders who accept the Offer
(or
who have already accepted the Offer) to make an offer to Bidder to amend
the
terms of the takeover contract formed by that acceptance such that the amount
of
US dollars due to the Rinker Shareholder under that contract for the first
2,000
Rinker Shares (or for all of the Rinker Shareholder’s shares if such holder owns
less than 2,000 shares) will be converted to Australian dollars at the rate
of
A$1 = US$0.81282 rather than at the average of the WM/Reuters Intraday Mid
Spot
Rate during the relevant Exchange Rate Reference Period, as defined in the
Fifth
Supplementary Bidder’s Statement (the “Fixed Australian Dollar Option”). All
such offers will be accepted by Bidder up to the time at which withdrawal
rights
lapse under the terms of the Offer (see the First Supplementary Bidder’s
Statement, dated December 8, 2006 for a description of withdrawal
rights).
The
Fixed
Australian Dollar Option is an additional option which Bidder has made available
to Rinker Shareholders who accept the Offer. It does not form part of the
Offer
terms, and will therefore not be available for Rinker Shares acquired on
compulsory acquisition. The Fixed Australian Dollar Option is not available
to
Rinker ADSholders.
Item
12. Exhibits.
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(a)(1)(S)
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Fifth
Supplementary Bidder’s
Statement.
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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:
April 18, 2007
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CEMEX
Australia Pty Ltd |
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By:
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/s/ Mr.
Ramiro G. Villarreal Morales |
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Name:
Mr.
Ramiro G.
Villarreal Morales |
|
|
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Title:
Director |
|
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CEMEX,
S.A.B. de C.V. |
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By:
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/s/
Mr. Ramiro G. Villarreal Morales |
|
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Name:
Mr. Ramiro G. Villarreal Morales |
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Title:
General Counsel |
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Exhibit
Index.
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(a)(1)(S)
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|
Fifth
Supplementary Bidder’s Statement.
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