Bidder's Statement - Peabody Energy
Bidder's Statement - Peabody Energy
Bidder's Statement - Peabody Energy
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As at the date of the Offer:<br />
• PEAMCoal’s Voting Power in Macarthur was 16.1%; and<br />
• PEAMCoal had a Relevant Interest in 48,552,062 Shares.<br />
10.11 Dealing in Shares<br />
Neither PEAMCoal nor any Associate of PEAMCoal has provided,<br />
or agreed to provide, consideration for Shares under any<br />
purchase or agreement during the 4 months before the date<br />
of this Bidder’s <strong>Statement</strong>, other than in relation to the Pre-Bid<br />
Acceptance Deed.<br />
Neither PEAMCoal nor any Associate of PEAMCoal has provided,<br />
or agreed to provide, consideration for Shares under any purchase<br />
or agreement during the period starting on the date of this<br />
Bidder’s <strong>Statement</strong> and end on the date immediately before the date<br />
of the Offer.<br />
10.12 Pre-Offer benefits<br />
During the period of 4 months before the date of this Bidder’s<br />
<strong>Statement</strong>, neither PEAMCoal nor any Associate of PEAMCoal gave,<br />
or offered to give, or agreed to give a benefit to another person which<br />
was likely to induce the other person, or an Associate of the other<br />
person, to:<br />
• accept the Offer; or<br />
• dispose of Shares,<br />
and which is not offered to all holders of Shares under the Offer.<br />
During the period from the date of this Bidder’s <strong>Statement</strong> to the date<br />
before the date of the Offer, neither PEAMCoal nor any Associate<br />
of PEAMCoal gave, or offered to give, or agreed to give a benefit to<br />
another person which was likely to induce the other person, or an<br />
Associate of the other person, to:<br />
• accept the Offer; or<br />
• dispose of Shares,<br />
and which is not offered to all holders of Shares under the Offer.<br />
10.13 No escalation agreements<br />
Neither PEAMCoal nor any Associate of PEAMCoal has entered into<br />
any escalation agreement that is prohibited by section 622 of the<br />
Corporations Act.<br />
10.14 Conditions<br />
PEAMCoal will consider what defeating conditions, such as the<br />
change of control condition in section 11.7(h), may be triggered<br />
by the Offer after reviewing Macarthur’s commentary in its target’s<br />
statement in relation to the conditions as well as any subsequent<br />
disclosures by Macarthur as to what third party consents Macarthur<br />
has obtained during the Offer Period, before making any decision to<br />
rely on such conditions or free the Offer from such conditions.<br />
10.15 Consents to be named<br />
This Bidder’s <strong>Statement</strong> contains statements made by, or statements<br />
said to be based on statements made by, <strong>Peabody</strong> <strong>Energy</strong>, PAC2<br />
and PEAMCoal Holdings. <strong>Peabody</strong> <strong>Energy</strong>, PAC2 and PEAMCoal<br />
Holdings have each consented to the inclusion of each statement<br />
it has made, and each statement which is said to be based on<br />
a statement it has made, in the form and context in which the<br />
statements appear and each of <strong>Peabody</strong> <strong>Energy</strong>, PAC2 and<br />
PEAMCoal Holdings have not withdrawn that consent as at the date<br />
of this Bidder’s <strong>Statement</strong>.<br />
This Bidder’s <strong>Statement</strong> contains statements made by, or statements<br />
said to be based on statements made by, ArcelorMittal, AM BV2<br />
and the Relevant ArcelorMittal Directors, those statements being<br />
the ArcelorMittal Information. ArcelorMittal, AM BV2 and each<br />
Relevant ArcelorMittal Director has consented to the inclusion of<br />
the ArcelorMittal Information in the form and context in which it<br />
appears and has not withdrawn that consent as at the date of<br />
this Bidder’s <strong>Statement</strong>. ArcelorMittal, AM BV2 and the Relevant<br />
ArcelorMittal Directors take no responsibility for any other part of the<br />
Bidder’s <strong>Statement</strong>.<br />
UBS has given, and not withdrawn before the lodgement of this<br />
Bidder’s <strong>Statement</strong> with ASIC, its written consent to be named in this<br />
Bidder’s <strong>Statement</strong> as <strong>Peabody</strong> <strong>Energy</strong>’s Australian financial adviser<br />
in the form and context in which it is so named. UBS has not caused<br />
or authorised the issue of this Bidder’s <strong>Statement</strong>, does not make<br />
or purport to make any statement in this Bidder’s <strong>Statement</strong> or any<br />
statement on which a statement in this Bidder’s <strong>Statement</strong> is based<br />
and takes no responsibility for any part of this Bidder’s <strong>Statement</strong><br />
other than any reference to its name.<br />
Merrill Lynch International (Australia) Limited has given, and not<br />
withdrawn before the lodgement of this Bidder’s <strong>Statement</strong> with<br />
ASIC, its written consent to be named in this Bidder’s <strong>Statement</strong> as<br />
<strong>Peabody</strong> <strong>Energy</strong>’s Australian financial adviser in the form and context<br />
in which it is so named. Merrill Lynch International (Australia) Limited<br />
has not caused or authorised the issue of this Bidder’s <strong>Statement</strong>,<br />
does not make or purport to make any statement in this Bidder’s<br />
<strong>Statement</strong> or any statement on which a statement in this Bidder’s<br />
<strong>Statement</strong> is based and takes no responsibility for any part of this<br />
Bidder’s <strong>Statement</strong> other than any reference to its name.<br />
Morgan Stanley Australia Securities Limited has given, and not<br />
withdrawn before the lodgement of this Bidder’s <strong>Statement</strong> with<br />
ASIC, its written consent to be named in this Bidder’s <strong>Statement</strong> as<br />
<strong>Peabody</strong> <strong>Energy</strong>’s Australian financial adviser in the form and context<br />
in which it is so named. Morgan Stanley Australia Securities Limited<br />
has not caused or authorised the issue of this Bidder’s <strong>Statement</strong>,<br />
does not make or purport to make any statement in this Bidder’s<br />
<strong>Statement</strong> or any statement on which a statement in this Bidder’s<br />
<strong>Statement</strong> is based and takes no responsibility for any part of this<br />
Bidder’s <strong>Statement</strong> other than any reference to its name.<br />
Royal Bank of Canada, Sydney Branch has given, and not withdrawn<br />
before the lodgement of this Bidder’s <strong>Statement</strong> with ASIC, its written<br />
consent to be named in this Bidder’s <strong>Statement</strong> as ArcelorMittal’s<br />
Australian financial adviser in the form and context in which it is so<br />
named. Royal Bank of Canada, Sydney Branch has not caused or<br />
authorised the issue of this Bidder’s <strong>Statement</strong>, does not make or<br />
purport to make any statement in this Bidder’s <strong>Statement</strong> or any<br />
statement on which a statement in this Bidder’s <strong>Statement</strong> is based<br />
and takes no responsibility for any part of this Bidder’s <strong>Statement</strong><br />
other than any reference to its name.<br />
Freehills has given, and not withdrawn before the lodgement of this<br />
Bidder’s <strong>Statement</strong> with ASIC, its written consent to be named in this<br />
Bidder’s <strong>Statement</strong> as <strong>Peabody</strong> <strong>Energy</strong>’s Australian legal adviser in<br />
the form and context in which it is so named. Freehills has not caused<br />
or authorised the issue of this Bidder’s <strong>Statement</strong>, does not make<br />
or purport to make any statement in this Bidder’s <strong>Statement</strong> or any<br />
statement on which a statement in this Bidder’s <strong>Statement</strong> is based<br />
and takes no responsibility for any part of this Bidder’s <strong>Statement</strong><br />
other than any reference to its name.<br />
Mallesons Stephen Jaques has given, and not withdrawn before<br />
the lodgement of this Bidder’s <strong>Statement</strong> with ASIC, its written<br />
consent to be named in this Bidder’s <strong>Statement</strong> as ArcelorMittal’s<br />
Australian legal adviser in the form and context in which it is so<br />
named. Mallesons Stephen Jaques has not caused or authorised<br />
the issue of this Bidder’s <strong>Statement</strong>, does not make or purport to<br />
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