Bidder's Statement - Peabody Energy

2 Summary of the Offer
What PEAMCoal is
offering to buy?
Who is PEAMCoal?
What you will receive if
you accept the Offer?
What is your entitlement
to Macarthur’s FY11
final dividend?
When will you be paid?
When does the Offer
close?
What are the conditions
to the Offer?
How do you accept the
Offer?
Where do you go for
further information?
Important notice
PEAMCoal is offering to buy all of the Shares on the terms and conditions set out in this Bidder’s Statement.
You may accept this Offer for all or any number of Your Shares.
PEAMCoal is an entity that is indirectly owned 60% by Peabody Energy and 40% by ArcelorMittal.
If you accept the Offer, subject to the conditions to the Offer being fulfilled or freed, you will receive A$15.50 cash
for each of Your Shares accepted.
In addition to the Offer price referred to above, you will also 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 Shares of which you are the registered holder as at the record date for the dividend, without there
being any reduction in the consideration payable under the Offer. 11
Generally, PEAMCoal will pay the consideration due to you under the Offer on or before the earlier of:
• one month after this Offer is accepted or one month after all of the conditions have been freed or fulfilled
(whichever is the later); and
• 21 days after the end of the Offer Period.
Full details of when payments will be made are set out in section 11.6 of this Bidder’s Statement.
The Offer closes at 7.00pm (Brisbane time) on 20 September 2011, unless it is extended or withdrawn
under the Corporations Act.
The Offer is subject to a number of conditions, including the following conditions:
• PEAMCoal acquiring a Relevant Interest in excess of 50.01% of all Shares;
• all required regulatory approvals being obtained;
• no material adverse change occurring in relation to Macarthur;
• no ‘prescribed occurrences’ occurring in relation to Macarthur; and
• Macarthur not announcing a dividend, other than the Permitted FY11 Dividend or any Permitted Other
Dividend.
Full terms of the conditions of the Offer are set out in section 11.7 of this Bidder’s Statement.
You may accept the Offer for all or any number of Your Shares.
Issuer sponsored shareholders
If Your Shares are held on Macarthur’s issuer sponsored subregister (such holdings will be evidenced by an
‘I’ appearing next to your holder number on the enclosed Acceptance Form), to accept this Offer, you must
complete and sign the Acceptance Form enclosed with this Bidder’s Statement and return it to the address
indicated on the form so that it is received before the end of the Offer Period.
CHESS sponsored shareholders
If Your Shares are in a CHESS Holding (such holdings will be evidenced by an ‘X’ appearing next to your holder
number on the enclosed Acceptance Form), you may accept the Offer by either:
• completing and signing the enclosed Acceptance Form and returning it to the address indicated on the form
so that it is received before the end of the Offer Period; or
• instructing your Controlling Participant (for example, your broker) to accept the Offer on your behalf before
the end of the Offer Period.
Participants
If you are a Participant, acceptance of this Offer must be initiated in accordance with Rule 14.14 of the ASX
Settlement Operating Rules before the end of the Offer Period.
Full details on how to accept the Offer are set out in section 11.3 of this Bidder’s Statement.
For queries on how to accept the Offer, see the enclosed Acceptance Form. If you have any other queries in
relation to the Offer, please contact the PEAMCoal Offer Information Line on 1800 992 039 (for callers within
Australia) or +61 2 8280 7692 (for callers outside Australia).
Please note that calls to the above numbers may be recorded. Inquiries in relation to the Offer will not be
received on any other telephone numbers of PEAMCoal or its advisers.
The information in this section 2 is a summary only of the Offer and is qualified by the detailed information set
out elsewhere in this Bidder’s Statement.
You should read the entire Bidder’s Statement and the target’s statement that Macarthur will shortly be sending
to you, before deciding whether to accept the Offer.
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Persons who acquire Shares on-market on 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.
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