Bidder's Statement - Peabody Energy

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Term Encumbrance FATA Meaning an interest or power: 1 reserved in or over an interest in any asset, including any retention of title; or 2 created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power, by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, any agreement to grant or create any of the above. the Foreign Acquisitions and Takeovers Act 1975 (Cth). Financiers has the meaning given in section 7.2. FIRB the Foreign Investment Review Board. FY11 the financial year ended 30 June 2011. GST GST Act GST Law goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply. the A New Tax System (Goods and Services Tax) Act 1999 (Cth). has the same meaning as the GST Act. H & J Enterprises H & J Enterprises (Qld) Pty Ltd (ABN 91 077 333 736). Holder Identification Number Initial Announcement has the meaning given to “HIN” in the ASX Settlement Operating Rules. the date of the announcements by Peabody Energy, ArcelorMittal and Macarthur in relation to PEAMCoal’s approach to Macarthur and the indicative proposal for the making of the Takeover Bid, being 11 July 2011. IRESS IRESS Market Technology Limited (ACN 060 313 359). Listing Rules LV PCI the Official Listing Rules of ASX. low volatile pulverised coal injection coal. Macarthur Macarthur Coal Limited (ABN 40 096 001 955). Macarthur Board Macarthur Director Macarthur Group the board of directors of Macarthur. a director of Macarthur. Macarthur and each of its Subsidiaries. Macarthur Register the register of members of Macarthur maintained by or on behalf of Macarthur in accordance with section 168(1) of the Corporations Act. Macarthur Shareholder or Shareholder a registered holder of Macarthur Shares. MCGH MCG Coal Holdings Pty Ltd (ACN 143 001 825). MDL 162 Litigation Monto Claims any claim, demand, suit or proceedings involving or affecting any member of the Macarthur Group directly or indirectly relating to the subject matter of the following Supreme Court of Queensland proceedings: file 2704/11 Re MCG Coal Holdings, file 4019/11 Macarthur Coal Ltd & Ors v MCG Resources Pty Ltd (in liquidation) & Ors, and file 4388/11 Macarthur Coal Limited & Anor v MCG Coal Holdings Pty Ltd & Ors. any claim, demand, suit or proceedings involving or affecting any member of the Macarthur Group directly or indirectly relating to the subject matter of the claims against Macarthur, Monto Coal and Monto Coal 2 brought by Sanrus, Edge Developments and H & J Enterprises, including the following Supreme Court of Queensland proceedings: file 12704/10 Sanrus Pty Limited v Macarthur Coal Limited and file 8609/07 Sanrus Pty Ltd & Ors v Monto Coal 2 Pty Ltd and Anor. Monto Coal Monto Coal Pty Ltd (ABN 32 098 393 072). Monto Coal 2 Monto Coal 2 Pty Ltd (ABN 81 098 919 414). Mt Offer Offer Period Offer Value Million Tonnes. the offer for Shares under the terms and conditions contained in section 11 of this Bidder’s Statement. the period during which the Offer will remain open for acceptance in accordance with section 11.2 of this Bidder’s Statement. the consideration proposed to be paid under the Offer (being A$15.50 per Share) plus the Permitted FY11 Dividend (assumed to be A$0.16 per Share). PAC2 Peabody Acquisition Co. No. 2 Pty Ltd (ACN 146 797 417). Participant an entity admitted to participate in the Clearing House Electronic Sub‐register System under Rule 4.3.1 and 4.4.1 of the ASX Settlement Operating Rules. Peabody Bridge Facility has the meaning given in section 7.2. Peabody Cash Reserves has the meaning given in section 7.2. Peabody Energy Australia Peabody Energy Australia Pty Ltd (ABN 93 096 909 410). 48
Term Peabody Energy Peabody Energy Information Meaning Peabody Energy Corporation, incorporated in the State of Delaware, USA, of 701 Market Street, St. Louis, Missouri 63101, USA. all information and statements contained in this Bidder’s Statement relating or attributed to any member of the Peabody Group (other than PEAMCoal Holdings and PEAMCoal). Peabody Funding has the meaning given in section 7.2. Peabody Group Peabody Revolver Facility Peabody Energy and each of its Subsidiaries. has the meaning given in section 7.2. PEAMCoal PEAMCoal Pty Ltd (ACN 152 004 772). PEAMCoal Board PEAMCoal Director the board of directors of PEAMCoal. a director of PEAMCoal. PEAMCoal Holdings PEAMCoal Holdings Pty Ltd (ACN 152 004 398). Permitted FY11 Dividend Permitted Other Dividend a dividend to be paid to Macarthur Shareholders in respect of the financial year period ended 30 June 2011 of up to A$0.16 per Share. any dividend, other than the Permitted FY11 Dividend, announced or declared in the ordinary course of business which is consistent with Macarthur’s current dividend policy of declaring dividends of up to 50% of the amount of net profit after tax in respect of the relevant reporting period. For the avoidance of doubt, to the extent any dividend announced or declared in respect of the financial year period ended 30 June 2011 exceeds A$0.16 per Share, the amount of the excess will be a Permitted Other Dividend. POSCO POSCO of POSCO Center, 892 Daechi 4-dong, Kangnam-gu, Seoul, Korea, 135-777. Pre-Bid Acceptance Deed Public Authority Register Date the pre-bid acceptance deed between AM and PEAMCoal entered into on 2 August 2011. any government or any governmental, semi‐governmental, statutory or judicial entity, agency or authority, whether in Australia, or elsewhere, including any self‐regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and the ASX or any other stock exchange. the date to be set by PEAMCoal under section 633(2) of the Corporations Act, notice of which will be given to the ASX in accordance with section 633(4)(a) of the Corporations Act. Related Body Corporate has the meaning given in section 50 of the Corporations Act. Relevant Interest Relevant Law Relevant ArcelorMittal Director Relevant Shares Rights has the meaning given in sections 608 and 609 of the Corporations Act. the statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade. each director to be appointed by AM BV2 to the PEAMCoal Board as set out in section 3.2 of this Bidder’s Statement. that number of Your Shares for which you accept the Offer. all accreditations, rights or benefits of whatever kind attaching to or arising from the Shares directly or indirectly on or after the Announcement Date including, but not limited to, all dividends (including, without limitation, any Permitted Other Dividend) or other distributions and all rights to receive them or rights to receive or subscribe for shares, notes, bonds, options or other securities declared, paid or issued by Macarthur or any of its Subsidiaries, other than the Permitted FY11 Dividend which may be paid or payable to Shareholders by Macarthur but only if the record date for any such dividend occurs before PEAMCoal is registered as the holder of the relevant Shares. Sanrus Sanrus Pty Ltd (ABN 43 097 049 315). SEC Security Holder reference Number Share Shareholders’ Deed Subsidiary Takeover Bid Takeover Transferee holding Tax Act Ton Tonne U.S. Securities and Exchange Commission. has the same meaning as in the ASX Settlement Operating Rules. a fully paid ordinary share in the capital of Macarthur. the shareholders’ deed between PEAMCoal, PEAMCoal Holdings, PAC2, AM and AM BV2 entered into on 2 August 2011. has the meaning given in section 9 of the Corporations Act. the off‐market takeover bid constituted by the dispatch of the Offers in accordance with the Corporations Act. has the same meaning as in the ASX Settlement Operating Rules. the Income Tax Assessment Act 1997 (Cth). short ton, equivalent to approximately 907kg. also known as metric ton (US), equivalent to 1,000kg. UBS UBS AG, Australia Branch (ABN 47 088 129 613 and AFSL No.231 087). 49
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 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 52 and 53: Term Voting Power VWAP Your Shares
Page 54 and 55: This page has been left blank inten

Bidder's Statement - Peabody Energy

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