sctota.htm
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. 18)
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.
⊠
|
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
|
|
|
|
|
|
☐
|
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:
|
⊠
|
third-party
tender offer subject to Rule 14d-1.
|
☐
|
issuer
tender offer subject to Rule 13e-4.
|
☐
|
going-private
transaction subject to Rule 13e-3
|
☐
|
amendment
to Schedule 13D under Rule 13d-2
|
This Amendment No. 18 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 May 8, 2007, Bidder lodged a copy of the Sixth Supplementary Bidder’s
Statement, dated May 8, 2007 (the “Sixth Supplementary Bidder’s Statement”),
with the Australian Securities and Investment Commission. The Sixth
Supplementary Bidder’s Statement is to be read together with the Bidder’s
Statement. The Sixth Supplementary Bidder’s Statement is attached as Exhibit
(a)(1)(U).
Item
11. Additional Information.
On May 8, 2007, Bidder filed a notice with the Australian Stock Exchange stating
that the Offer has been extended to 7pm (Sydney Time)/5am (New York Time) on
June 8, 2007.
Item
12. Exhibits.
Exhibit |
|
Description |
(a)(1)(U) |
|
Sixth
Supplementary Bidder's Statement, dated May 8,
2007. |
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 8, 2007
|
CEMEX
Australia Pty Ltd |
|
|
|
|
|
|
By:
|
/s/ Ramiro
G. Villareal Morales |
|
|
|
Name:
Mr.
Ramiro G.
Villarreal Morales |
|
|
|
Title :
Director |
|
|
|
|
|
|
CEMEX,
S.A.B. de C.V. |
|
|
|
|
|
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By:
|
/s/ Ramiro
G. Villareal Morales |
|
|
|
Name:
Mr. Ramiro G. Villarreal Morales |
|
|
|
Title:
General Counsel |
|
|
|
|
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Exhibit
Index.
Exhibit
|
|
Description
|
(a)(1)(U)
|
|
Sixth
Supplementary Bidder's Statement, dated May 8,
2007.
|
5