Bidder's Statement - Peabody Energy

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Term Voting Power VWAP Your Shares Meaning has the meaning set out in section 610 of the Corporations Act. volume weighted average price. subject to sections 11.1(e) and 11.1(f), the Shares (a) in respect of which you are registered as holder in the Macarthur Register at close of business (Brisbane time) on the Register Date, or (b) to which you are able to give good title at the time you accept this Offer during the Offer Period. 12.2 Interpretation In this Bidder’s Statement and in the Acceptance Form, unless the context otherwise appears: (a) words and phrases have the same meaning (if any) given to them in the Corporations Act; (b) words importing a gender include any gender; (c) words importing the singular include the plural and vice versa; (d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa; (e) a reference to a clause, attachment and schedule is a reference to a clause of and an attachment and schedule to this Bidder’s Statement as relevant; (f) a reference to any statute, regulation, proclamation, ordinance or by‐law includes all statutes, regulations, proclamations, ordinances, or by‐laws amending, varying, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by‐laws issued under that statute; (g) headings and bold type are for convenience only and do not affect the interpretation of this Bidder’s Statement; (h) a reference to time is a reference to time in Brisbane, Australia; (i) a reference to writing includes facsimile transmissions; and (j) a reference to dollars, $, A$, cents, ¢ and currency is a reference to the lawful currency of the Commonwealth of Australia. 50
13 Approval of Bidder’s Statement This Bidder’s Statement has been approved by a resolution passed by the PEAMCoal Directors. 15 August 2011 Signed for and on behalf of PEAMCoal Pty Ltd by Julian Thornton, Director 51
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 50 and 51: Term Encumbrance FATA Meaning an in
Page 54 and 55: This page has been left blank inten

Bidder's Statement - Peabody Energy

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