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Bidder's Statement (Cash offer by Atacama Copper) - Antofagasta plc

Bidder's Statement (Cash offer by Atacama Copper) - Antofagasta plc

Bidder's Statement (Cash offer by Atacama Copper) - Antofagasta plc

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Send your Acceptance Form<br />

Send your Acceptance Form and other documents (if any) required <strong>by</strong><br />

the instructions on the Acceptance Form to:<br />

Post:<br />

OR<br />

Delivery:<br />

Closing Date<br />

Key conditions of the Offer<br />

When you will be paid<br />

No brokerage or stamp duty<br />

<strong>Antofagasta</strong> Offer<br />

Link Market Services Limited<br />

GPO Box 2785<br />

MELBOURNE VIC 3001<br />

<strong>Antofagasta</strong> Offer<br />

Link Market Services Limited<br />

Level 4,333 Collins Street<br />

MELBOURNE VICTORIA 3000<br />

The Offer is scheduled to close at 7.00pm Sydney, Australia time on<br />

11 April 2006.<br />

The Offer is subject to the conditions set out in clause 7 of Part 2 of the<br />

<strong>Bidder's</strong> <strong>Statement</strong>. They broadly include:<br />

• <strong>Atacama</strong> acquiring a relevant interest in at least 90% of all<br />

Tethyan Shares;<br />

• all Tethyan Options have been exercised, cancelled or<br />

transferred to <strong>Antofagasta</strong> PLC or <strong>Atacama</strong> or, in the<br />

alternative, <strong>Atacama</strong> being entitled to compulsorily acquire all<br />

options outstanding at the end of the Offer Period;<br />

• all necessary regulatory approvals, including FIRB clearance<br />

and approvals necessary for the transfer of the Regional<br />

Interests (other than RL 7) to Tethyan, being obtained;<br />

• no material adverse change in relation to Tethyan;<br />

• no 'prescribed occurrences' occurring (except for the issue of<br />

Tethyan Shares as a result of the exercise of any Tethyan<br />

Options that are on issue at the Announcement Date or due to a<br />

Permitted Issue);<br />

• no action <strong>by</strong> any public authority adversely affecting the Offer;<br />

• <strong>Atacama</strong> promptly being provided with any due diligence<br />

information in relation to Tethyan provided to another party for<br />

the purpose of facilitating a competing proposal;<br />

• no person being entitled to exercise specified rights on a<br />

change of control of Tethyan;<br />

• no material acquisitions, disposals or commitments <strong>by</strong> Tethyan<br />

and the business of Tethyan being otherwise carried on in the<br />

ordinary course; and<br />

• no agreement <strong>by</strong> Tethyan to pay any break fees to any person<br />

in connection with a competing bid or proposal.<br />

The above is a summary only and full details of all the conditions are<br />

set out in clause 7 of Part 2 of the <strong>Bidder's</strong> <strong>Statement</strong>.<br />

If you accept (and return any document required with your acceptance)<br />

and this Offer becomes or is declared unconditional, a cheque will be<br />

mailed to you <strong>by</strong> the earlier of one month after the Offer becomes<br />

unconditional (or if the Offer was unconditional when you accepted the<br />

Offer, within one month of the date of your acceptance) and 21 days<br />

after the end of the Offer Period.<br />

You will not pay brokerage or stamp duty if you accept the Offer.<br />

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