Bidder's Statement - Peabody Energy

1.4 You will still receive value for any final dividend declared
Macarthur Shareholders will be entitled to retain any final dividend declared by Macarthur in respect of the financial year ended 30 June 2011,
up to an amount equal to A$0.16 per Share, in respect of the Shares of which they are the registered holder as at the record date for the
dividend, without there being any reduction in the consideration payable under the Offer. 8
1.5 Macarthur’s share price may fall if the Offer is not successful
If the Offer does not proceed, and no other offers are made for the Shares, it is expected that Macarthur’s share price will fall below the Offer
Value. Since May 2010, following the Macarthur Board’s rejection of Peabody Energy’s proposal, Macarthur shares traded persistently below
the then proposed A$15.00 per Share cash price. As demonstrated in Figure 5 below, the Shares did not trade above A$15.00 between the
date of withdrawal of Peabody Energy’s proposal and the date of the Initial Announcement.
Figure 5: Macarthur 18 month Share price performance 9
18
16
Previous Peabody Energy
proposal announced
Offer Value = A$15.66/Share
A$/Share
14
12
10
Macarthur Board rejection of
previous Peabody Energy proposal
8
Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Jul-11
Source: IRESS.
1.6 Implications of remaining as a minority shareholder of Macarthur
As PEAMCoal already has a Relevant Interest in 16.1% of the Shares as a result of the Pre-Bid Acceptance Deed, Shareholders holding only
34% of the Shares are required to accept the Offer for the Offer to be successful and for PEAMCoal to become a majority shareholder in
Macarthur. 10 If PEAMCoal becomes a majority shareholder in Macarthur, but Macarthur remains a listed company, the market for Your Shares
may be less liquid or less active than at present. Therefore, if you do not accept the Offer, it could be more difficult for you to sell Your Shares
at a later time. The smaller free float may also result in the removal of Macarthur from some S&P/ASX indices.
If PEAMCoal becomes a majority shareholder in Macarthur, subject to the spread and number of remaining Macarthur Shareholders and the
requirements in the Listing Rules, it intends to seek to remove Macarthur’s listing on the ASX.
1.7 The only available offer for Your Shares
PEAMCoal is not aware of any competing proposals for Your Shares as at the date of this Bidder’s Statement.
8
Persons who acquire Shares on-market or after the ‘ex-date’ for the dividend will not be entitled to be paid this dividend in respect of those Shares even if they are on the Macarthur
Register in respect of those Shares as at the record date for the dividend. In other words, those persons will only be entitled to receive A$15.50 in cash for each such Share so acquired,
subject to our offer becoming unconditional. It should be noted that, as at the date of this Bidder’s Statement, Macarthur had not confirmed the amount of this dividend (if any). The
actual amount of the dividend could be higher or lower than A$0.16 per Share. If it is higher than A$0.16 per Share the cash amount payable under the Offer of A$15.50 per Share will
be reduced by the amount of the excess. . If it is lower than A$0.16 per Share, the A$15.66 per Share amount mentioned in this Bidder’s Statement will be reduced by the difference
between A$0.16 and the actual amount of the dividend.
9
From 12 January 2010 to 11 July 2011.
10
Subject to all other conditions in section 11.7 being fulfilled or freed.
9