Bidder's Statement - Peabody Energy

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As at the date of the Offer: • PEAMCoal’s Voting Power in Macarthur was 16.1%; and • PEAMCoal had a Relevant Interest in 48,552,062 Shares. 10.11 Dealing in Shares Neither PEAMCoal nor any Associate of PEAMCoal has provided, or agreed to provide, consideration for Shares under any purchase or agreement during the 4 months before the date of this Bidder’s Statement, other than in relation to the Pre-Bid Acceptance Deed. Neither PEAMCoal nor any Associate of PEAMCoal has provided, or agreed to provide, consideration for Shares under any purchase or agreement during the period starting on the date of this Bidder’s Statement and end on the date immediately before the date of the Offer. 10.12 Pre-Offer benefits During the period of 4 months before the date of this Bidder’s Statement, neither PEAMCoal nor any Associate of PEAMCoal gave, or offered to give, or agreed to give a benefit to another person which was likely to induce the other person, or an Associate of the other person, to: • accept the Offer; or • dispose of Shares, and which is not offered to all holders of Shares under the Offer. During the period from the date of this Bidder’s Statement to the date before the date of the Offer, neither PEAMCoal nor any Associate of PEAMCoal gave, or offered to give, or agreed to give a benefit to another person which was likely to induce the other person, or an Associate of the other person, to: • accept the Offer; or • dispose of Shares, and which is not offered to all holders of Shares under the Offer. 10.13 No escalation agreements Neither PEAMCoal nor any Associate of PEAMCoal has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act. 10.14 Conditions PEAMCoal will consider what defeating conditions, such as the change of control condition in section 11.7(h), may be triggered by the Offer after reviewing Macarthur’s commentary in its target’s statement in relation to the conditions as well as any subsequent disclosures by Macarthur as to what third party consents Macarthur has obtained during the Offer Period, before making any decision to rely on such conditions or free the Offer from such conditions. 10.15 Consents to be named This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, Peabody Energy, PAC2 and PEAMCoal Holdings. Peabody Energy, PAC2 and PEAMCoal Holdings have each consented to the inclusion of each statement it has made, and each statement which is said to be based on a statement it has made, in the form and context in which the statements appear and each of Peabody Energy, PAC2 and PEAMCoal Holdings have not withdrawn that consent as at the date of this Bidder’s Statement. This Bidder’s Statement contains statements made by, or statements said to be based on statements made by, ArcelorMittal, AM BV2 and the Relevant ArcelorMittal Directors, those statements being the ArcelorMittal Information. ArcelorMittal, AM BV2 and each Relevant ArcelorMittal Director has consented to the inclusion of the ArcelorMittal Information in the form and context in which it appears and has not withdrawn that consent as at the date of this Bidder’s Statement. ArcelorMittal, AM BV2 and the Relevant ArcelorMittal Directors take no responsibility for any other part of the Bidder’s Statement. UBS has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Peabody Energy’s Australian financial adviser in the form and context in which it is so named. UBS has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. Merrill Lynch International (Australia) Limited has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Peabody Energy’s Australian financial adviser in the form and context in which it is so named. Merrill Lynch International (Australia) Limited has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. Morgan Stanley Australia Securities Limited has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Peabody Energy’s Australian financial adviser in the form and context in which it is so named. Morgan Stanley Australia Securities Limited has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. Royal Bank of Canada, Sydney Branch has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as ArcelorMittal’s Australian financial adviser in the form and context in which it is so named. Royal Bank of Canada, Sydney Branch has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. Freehills has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as Peabody Energy’s Australian legal adviser in the form and context in which it is so named. Freehills has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. Mallesons Stephen Jaques has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as ArcelorMittal’s Australian legal adviser in the form and context in which it is so named. Mallesons Stephen Jaques has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to 38
make any statement in this Bidder’s Statement or any statement on which a statement in this Bidder’s Statement is based and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. Link Market Services Limited has given, and not withdrawn before the lodgement of this Bidder’s Statement with ASIC, its written consent to be named in this Bidder’s Statement as share registrar in the form and context in which it is so named. Link Market Services Limited has not caused or authorised the issue of this Bidder’s Statement, does not make or purport to make any statement in this Bidder’s Statement and takes no responsibility for any part of this Bidder’s Statement other than any reference to its name. This Bidder’s Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements, free of charge, during the Bid Period, please contact Link Market Services Limited on 1800 992 039 (for callers within Australia) or +61 2 8280 7692 (for callers outside Australia). Calls to this number may be recorded. In addition, as permitted by ASIC Class Order 07/429, this Bidder’s Statement contains security trading data sourced from IRESS without its consent. In addition, as permitted by ASIC Class Order 03/635, this Bidder’s Statement may include or be accompanied by certain statements: • fairly representing a statement by an official person; or • from a public official document or a published book, journal or comparable publication. If Macarthur disagrees with the opinions expressed in the previous paragraph, it will have the opportunity to disclose the relevant information in its target’s statement. 10.18 Other material information Except as disclosed elsewhere in this Bidder’s Statement, there is no other material information that is: • material to the making of a decision by a Macarthur Shareholder whether or not to accept the Offer; and • known to PEAMCoal, which has not previously been disclosed to Macarthur Shareholders. 10.16 Social security and superannuation implications of Offer Acceptance of the Offer may have implications under your superannuation arrangements or on your social security entitlements. If in any doubt, you should seek specialist advice. 10.17 Due diligence For the purpose of confirming its assessment whether or not to acquire all or some of the Shares, Peabody Energy and ArcelorMittal spoke with senior management of the Macarthur Group and were given access by Macarthur to limited information concerning the Macarthur Group which has not been disclosed generally to Macarthur Shareholders. Much of the information was reviewed over a short timeframe and was limited by confidentiality constraints. The information obtained by Peabody Energy and ArcelorMittal was made available to PEAMCoal. None of the information to which Peabody Energy and ArcelorMittal were given access, is, in the opinion of PEAMCoal, Peabody Energy and ArcelorMittal of such a nature and quality which if the information were generally available, a reasonable person would expect to have a material effect on the price or value of the Shares or, in the opinion of PEAMCoal, Peabody Energy and ArcelorMittal and except as disclosed in this Bidder’s Statement, would otherwise be material to a decision by a Macarthur Shareholder whether or not to accept the Offer. However the fact that PEAMCoal’s decision to make the Offer was confirmed by its discussions with senior management and its review of the information to which it had access, may itself be regarded as information material to the decision of a Macarthur Shareholder whether or not to accept the Offer. 39
Page 1 and 2: This is an important document and r
Page 3 and 4: Key dates Date original Bidder’s
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 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
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Bidder's Statement - Peabody Energy

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