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

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Corporate information for Atacama Copper Pty Limited Directors Ramon F. Jara Alejandro V. Rivera Russell A.F. Stewart Registered Office Level 19 88 Phillip Street Sydney NSW 2000 Share registry for this Offer Link Market Services Limited Level 4 333 Collins Street Melbourne VIC 3000 Legal adviser to the Offer Minter Ellison Aurora Place 88 Phillip Street Sydney NSW 2000 Financial adviser to the Offer NM Rothschild & Sons (Australia) Limited Level 16, 1 O'Connell Street Sydney NSW 2000 page 7
Contents Bidder's Statement Part 1 - Statutory information 12 1. About Atacama 12 1.1 Atacama 12 1.2 Antofagasta PLC 12 1.3 Alfa Estates 13 1.4 Directors of Atacama Copper Pty Limited 13 2. Atacama's interest in Tethyan securities 13 2.1 Tethyan's issued capital 13 2.2 Atacama's relevant interest in Tethyan securities 14 2.3 Voting power 14 3. Dealings in Tethyan Shares and Options 15 3.1 Pre-Bid Agreement 15 3.2 Other arrangements in relation to Tethyan Options 15 3.3 Consideration provided for Tethyan Shares during previous four months 15 3.4 No inducing benefits given, offered or agreed during previous 4 months 15 4. Funding 17 4.1 Tethyan Shares to which the Offer relates 17 4.2 Intra-group arrangements 17 4.3 Source of funds for Alfa Estates 17 4.4 Source of funds for Antofagasta PLC 18 4.5 Hedging 18 5. Atacama's intentions for the business, assets and employees of Tethyan 19 5.1 Introduction 19 5.2 Review of business activities 19 5.3 Intention upon acquisition of 90% or more of Tethyan Shares 19 5.4 Additional intentions for Tethyan as a partly owned, controlled entity of Atacama 20 5.5 Business, assets and employees 22 6. Australian tax considerations 23 6.1 Introduction 23 6.2 Capital gains tax (CGT) implications 23 6.3 Option holders who exercise their Tethyan Options and accept the Offer 25 6.4 Stamp duty and the goods and services tax (GST) 25 7. Additional information 26 7.1 Compulsory Acquisition 26 7.2 Tethyan Options 26 7.3 Regulatory approvals 27 7.4 Agreements related to the Offer 27 7.5 Alliance Agreement with BHP Billiton and the Clawback Right 37 7.6 Skafell Offer 38 7.7 Agreements with Tethyan directors 39 7.8 Financial position of Tethyan 39 7.9 Due diligence on Tethyan 39 7.10 Tethyan's material disclosures to ASX 39 page 8
Page 1 and 2: BIDDER’S BIDDER’S STATEMENT BID
Page 3 and 4: Summary of the Offer and how to acc
Page 5 and 6: How does the Offer affect the Origi
Page 7: BIDDER'S STATEMENT ATACAMA COPPER P
Page 11 and 12: 9.2 Extension of Offer 53 10. Costs
Page 13 and 14: Part 1 - Statutory information 1. A
Page 15 and 16: The number of Tethyan Shares indica
Page 17 and 18: that was not offered to all holders
Page 19 and 20: to Alfa Estates, bearing interest a
Page 21 and 22: (b) Tethyan's board of directors At
Page 23 and 24: 5.5 Business, assets and employees
Page 25 and 26: Mincor should obtain separate tax a
Page 27 and 28: 7. Additional information 7.1 Compu
Page 29 and 30: (i) (ii) (iii) (iv) (v) (vi) The He
Page 31 and 32: ights under, or apply for a mining
Page 33 and 34: (A) (B) Tethyan or any of its subsi
Page 35 and 36: Alliance Agreement. If BHP Billiton
Page 37 and 38: Billiton Deed. However, if Atacama
Page 39 and 40: In respect of the first JV Project,
Page 41 and 42: The following persons have given, a
Page 43 and 44: the Offer Period will be automatica
Page 45 and 46: (b) authorise Atacama to instruct y
Page 47 and 48: (e) (f) (g) (h) (i) (j) (k) (iii) (
Page 49 and 50: (d) (e) (f) Other Regulatory Approv
Page 51 and 52: (ii) (iii) (iv) (v) disposes of, of
Page 53 and 54: clause 7.1(c) has been fulfilled. N
Page 55 and 56: Part 3 - Defined terms and interpre
Page 57 and 58: Mincor Options means 12,557,566 Tet
Page 59 and 60:
3. Headings Headings are for ease o
Page 61 and 62:
Annexure A Tethyan's announcements
Page 63 and 64:
Date Announcement 18. 07/11/2005 Lo
Page 65:
Date Announcement 56. 28/02/2006 Pr
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Bidder's Statement (Cash offer by Atacama Copper) - Antofagasta plc

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