Bidder's Statement - Peabody Energy

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).
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