Bidder's Statement - Peabody Energy

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important notices Nature of this document This document is a replacement Bidder’s Statement and is issued by PEAMCoal Pty Ltd ACN 152 004 772 under Part 6.5 of the Corporations Act (as amended by ASIC Class Order 00/344). This replacement Bidder’s Statement is dated 15 August 2011 and a copy of this replacement Bidder’s Statement was lodged with ASIC on 15 August 2011. This replacement Bidder’s Statement replaces the original Bidder’s Statement lodged with ASIC on 4 August 2011. References in this document to ‘the date of this Bidder’s Statement’ (or similar) should be read as references to 4 August 2011. Neither ASIC nor its officers take any responsibility for the content of this Bidder’s Statement. No account of your personal circumstances In preparing this Bidder’s Statement, none of PEAMCoal, PEAMCoal Holdings, Peabody Energy or ArcelorMittal have taken into account the individual objectives, financial situation or needs of individual Macarthur Shareholders. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your financial or other professional adviser. Disclaimer as to forward looking statements Some of the statements appearing in this Bidder’s Statement may be in the nature of forward looking statements. You should be aware that such statements are either statements of current expectations or predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which the members of the Macarthur Group, the members of the Peabody Group and the members of the ArcelorMittal Group operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of PEAMCoal, PEAMCoal Holdings, Peabody Energy or ArcelorMittal, the officers or employees of PEAMCoal, PEAMCoal Holdings, Peabody Energy or ArcelorMittal, any persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement. Disclaimer as to Macarthur information The information on Macarthur, Macarthur’s securities and the Macarthur Group contained in this Bidder’s Statement has been prepared by PEAMCoal, PEAMCoal Holdings, Peabody Energy and ArcelorMittal using publicly available information. Information in this Bidder’s Statement concerning Macarthur, Macarthur’s securities and the Macarthur Group and the assets and liabilities, financial position and performance, profits and losses and prospects of the Macarthur Group has not been independently verified by PEAMCoal, PEAMCoal Holdings, Peabody Energy and ArcelorMittal. Accordingly, PEAMCoal, PEAMCoal Holdings, Peabody Energy and ArcelorMittal do not, subject to the Corporations Act,
Key dates Date original Bidder’s Statement was lodged with ASIC 4 August 2011 Date replacement Bidder’s Statement was lodged with ASIC 15 August 2011 Date of Offer and Offer opens 18 August 2011 Date Offer closes (unless extended or withdrawn) 7.00pm (Brisbane time) on 20 September 2011 Key Contacts Share registrar for the Offer Link Market Services Limited PEAMCoal Offer Information Line* • 1800 992 039 (for callers within Australia) • +61 2 8280 7692 (for callers outside Australia) * Calls to these numbers may be recorded make any representation or warranty, express or implied, as to the accuracy or completeness of such information. Further information relating to Macarthur’s business may be included in Macarthur’s target’s statement which Macarthur must provide to Macarthur’s Shareholders in response to this Bidder’s Statement. Foreign jurisdictions The distribution of this Bidder’s Statement in jurisdictions outside Australia may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Bidder’s Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. Responsibility statement The information in this Bidder’s Statement has been prepared by PEAMCoal and is the responsibility of PEAMCoal, except for the ArcelorMittal Information, which has been prepared by ArcelorMittal and the Peabody Energy Information which has been prepared by Peabody Energy. ArcelorMittal takes sole responsibility for the ArcelorMittal Information. Peabody Energy takes sole responsibility for the Peabody Energy Information. No director, officer, employee or adviser of PEAMCoal, PEAMCoal Holdings or of any member of the Peabody Group, assumes any responsibility for the ArcelorMittal Information. No director, officer, employee or adviser of any member of the ArcelorMittal Group assumes any responsibility for any information other than the ArcelorMittal Information. No director, officer, employee or adviser of PEAMCoal, PEAMCoal Holdings or any member of the ArcelorMittal Group, assumes any responsibility for the Peabody Energy Information. No director, officer, employee or adviser of any member of the Peabody Group (other than PEAMCoal) assumes any responsibility for any information other than the Peabody Energy Information. Privacy PEAMCoal has collected your information from the Macarthur Register for the purpose of making this Offer and, if accepted, administering your holding of Shares and your acceptance of the Offer. The type of information PEAMCoal has collected about you includes your name, contact details and information on your shareholding in Macarthur. Without this information, PEAMCoal would be hindered in its ability to carry out the Offer. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to PEAMCoal’s Related Bodies Corporate and external service providers, and may be required to be disclosed to regulators such as ASIC. The registered address of PEAMCoal is Level 13, BOQ Centre, 259 Queen Street, Brisbane, Queensland 4000. Defined terms A number of defined terms are used in this Bidder’s Statement. Unless the contrary intention appears, the context requires otherwise or capitalised words are defined in section 12 of this Bidder’s Statement, words and phrases in this Bidder’s Statement have the same meaning and interpretation as in the Corporations Act. Maps and diagrams Any diagrams and maps appearing in this Bidder’s Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables is based on information available at the date of this Bidder’s Statement. 1
Page 1: This is an important document and r
Page 5: letter to shareholders 4 August 201
Page 8 and 9: 1 Why you should accept the Offer 1
Page 10 and 11: As demonstrated in Figure 3, Macart
Page 12 and 13: 2 Summary of the Offer What PEAMCoa
Page 14 and 15: Peter Kukielski Peter Kukielski is
Page 16 and 17: Map 1: U.S. mining Operations Map 2
Page 18 and 19: 4.4 Directors of Peabody Energy Bri
Page 20 and 21: At 30 June 2011 (US$ millions) (Una
Page 22 and 23: 5 Information on ArcelorMittal 5.1
Page 24 and 25: Mr. Kaden is a member of the Counci
Page 26 and 27: Consolidated 31 December 2010 (in m
Page 28 and 29: *as required by IFRS, the informati
Page 30 and 31: ASX maintains files containing publ
Page 32 and 33: (being approximately A$4.40 billion
Page 34 and 35: of personnel impacted is expected t
Page 36 and 37: 9 Tax considerations 9.1 Introducti
Page 38 and 39: • an amount equal to all interest
Page 40 and 41: As at the date of the Offer: • PE
Page 42 and 43: 11 The terms and conditions of the
Page 44 and 45: Rights in respect of the Relevant S
Page 46 and 47: (g) matter or thing becomes known t
Page 48 and 49: (j) (k) Renewal of tenements Betwee
Page 50 and 51: Term Encumbrance FATA Meaning an in
Page 52 and 53:
Term Voting Power VWAP Your Shares
Page 54 and 55:
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