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. 23)
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
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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.
|
|
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. 23 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
June 21, 2007, Bidder lodged a copy of the Ninth Supplementary Bidder’s
Statement, dated June 21, 2007 (the “Ninth Supplementary Bidder's Statement”),
with the Australian Securities and Investment Commission. The Ninth
Supplementary Bidder's Statement is to be read together with the Bidder’s
Statement. The Ninth Supplementary Bidder's Statement is attached as
Exhibit
(a)(1)(W).
Any
further extension of the Offer will be a "subsequent offering period"
under the
U.S. tender offer rules.
Item
11. Additional Information.
On
June
21, 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 July 16,
2007. That notice is contained within the Ninth Supplementary
Bidder's Statement.
On
June
19, 2007, all of the directors of Rinker resigned from the board
and CEMEX
replaced the entire Board of Directors of Rinker with its own
nominees.
The
day
that Bidder will pay the consideration for tendered Rinker Securities
depends on
the date of acceptance for such Rinker Securities and the Offer
closing
date.
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●
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Rinker
Securities tendered on or before June 7, 2007 (the
day the Offer became
unconditional) will be paid for by July 6, 2007.
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●
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Rinker
Securities tendered during the period beginning on
June 8, 2007 and ending
on July 5, 2007 will be paid for by the day that
is one month from the
date of acceptance.
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●
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Rinker
Securities tendered during the period beginning on
July 6, 2007 and ending
at the expiration of the Offer Period will be paid
for on or before the
earlier of (a) the day that is one month after the
date of acceptance and
(b) the day that is 21 days after the end of the
Offer Period. If the
Offer expires at the currently scheduled closing
time of 7pm (Sydney
Time)/5am (New York Time) on July 16, 2007, then
all Rinker Securities
tendered during this period will be paid for by August
6,
2007.
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Item
12. Exhibits.
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(a)(1)(W)
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Ninth
Supplementary Bidder's Statement, dated June 21,
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 21, 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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Title:
General
Counsel |
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Exhibit
Index.
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|
(a)(1)(W)
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Ninth
Supplementary Bidder's Statement, dated June 21,
2007.
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