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. 22)
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)
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$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.
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
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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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|
Date
Filed: November 14, 2006
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|
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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:
|
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third-party
tender offer subject to Rule 14d-1.
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issuer
tender offer subject to Rule 13e-4.
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going-private
transaction subject to Rule 13e-3
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amendment
to Schedule 13D under Rule 13d-2
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This
Amendment No. 22 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.
At
6:41
PM (Sydney Time) on June 7, 2007 / 4:41 AM (New York Time) on June 7, 2007,
CEMEX announced that more than 50% of the outstanding Rinker Securities
have
been tendered into the Offer and CEMEX declared the Offer unconditional.
The May
10, 2007 Press Release of CEMEX (filed as an Exhibit to Schedule TO Amendment
No. 19) stated that if CEMEX's aggregate interest in Rinker Securities
exceeds
50%, CEMEX will declare the Offer unconditional and terminate withdrawal
rights
which arise under Rule 14d-7 and Section 14(d)(5) of the Securities Exchange
Act
of 1934. Accordingly, withdrawal rights were terminated at the time the
Offer
was declared unconditional. The Press Release of CEMEX dated June 7, 2007
is
attached as Exhibit (a)(5)(F).
Item
12. Exhibits.
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(a)(5)(F)
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Press
Release of CEMEX dated
June 7, 2007.
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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:
June 7, 2007
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CEMEX
Australia Pty Ltd
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By:
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/s/ Ramiro G.
Villarreal Morales |
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Name:
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/ Ramiro G.
Villarreal Morales |
|
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Name:
Ramiro G.
Villarreal Morales |
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|
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Title:
General
Counsel |
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Exhibit
Index.
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(a)(5)(F)
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Press
Release of CEMEX dated
June 7, 2007.
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5