Related Documents

Notice Declaring Offer Free Of Conditions (46.33 KB)

Number 24/05

BHP Billiton is pleased to announce that, as at 1.45pm today, it had achieved acceptances under its offer for WMC Resources (WMC) (including instructions under the Acceptance Facility) for 55.45% of WMC's issued shares.

BHP Billiton also announces that it has declared its offer for WMC unconditional.  BHP Billiton has waived the 90% minimum acceptance condition contained in clause 5.1(a) of its Bidder's Statement and all other conditions of the offer that were not previously waived or fulfilled.  Formal notices are attached.

In addition, BHP Billiton will accelerate payment terms so that WMC shareholders who have accepted the offer or lodged instructions will be paid the offer consideration of $7.85 per WMC share within five business days of their acceptance being processed or instructions being implemented.

As BHP Billiton's voting power in WMC has increased to more than 50% for the purpose of section 624(2) of the Corporations Act(1), the offer is now automatically extended by 14 days from 3 June 2005.  

BHP Billiton Chief Executive Officer Chip Goodyear said the offer is now scheduled to close at 7:30pm (Melbourne time) on Friday, 17 June 2005.  “We are delighted with the level of support from WMC shareholders and we strongly encourage remaining WMC shareholders to accept the offer before 17 June,” Mr Goodyear said.

“BHP Billiton expects that a meeting of the WMC Board will be convened early next week for changes to be made to the Board’s composition, as a result of BHP Billiton becoming the majority shareholder,” he said.

In relation to the instructions held under the Acceptance Facility, BHP Billiton is delivering the confirmation letter to Merrill Lynch Equities (Australia) Limited in accordance with the terms of the Acceptance Facility announced on 13 May 2005.  Merrill Lynch is then required to release the instructions held under the Acceptance Facility and deliver them to BHP Billiton or the relevant custodians as appropriate.

Further information

If shareholders have any questions in relation to the offer or accepting it, they should contact the offer information line on 1300 365 849 (from within Australia) or +61 3 9415 4254 (if calling from outside Australia) or, if calling from the United States of America, MacKenzie Partners at (212) 929 5500 (call collect) or (800) 322 2885 (toll free) or by email at proxy@mackenziepartners.com, or consult their financial or other professional adviser.

(1) As modified by declaration made by ASIC dated 25 May 2005.

For further information please contact:

Australia
Jane Belcher, Investor Relations
Tel: +61 3 9609 3952  Mobile: +61 417 031 653
email: Jane.H.Belcher@bhpbilliton.com

Tania Price, Media Relations
Tel: +61 3 9609 3815  Mobile: +61 419 152 780
email: Tania.Price@bhpbilliton.com

United Kingdom
Mark Lidiard, Investor & Media Relations
Tel: +44 20 7802 4156 Mobile: +44 7769 934 942
email: Mark.Lidiard@bhpbilliton.com

Ariane Gentil, Media Relations
Tel: +44 20 7802 4177  Mobile: +44 78 81 51 8715
email: Ariane.Gentil@bhpbilliton.com

United States
Mark Lidiard, Investor & Media Relations
Tel: USA +1 713 599 6100 or UK +44 20 7802 4031
email: Mark.Lidiard@bhpbilliton.com

South Africa
Michael Campbell, Investor & Media Relations
Tel: +27 11 376 3360  Mobile: +27 82 458 2587
email: Michael.J.Campbell@bhpbilliton.com

Further Information for U.S. Holders

BHP Billiton has filed the Bidder's Statement, as supplemented from time to time, with the U.S. Securities and Exchange Commission (SEC) under cover of Form CB.  Investors and holders of WMC Resources securities are strongly advised to read the Bidder's Statement and any other relevant documents filed with the SEC, as well as any amendments and supplements to those documents, because they will contain important information.  Investors and holders of WMC Resources securities may obtain free copies of the informational document (when available) as well as other relevant documents filed with the SEC, at the SEC's website at www.sec.gov.  WMC Resources has issued a target's statement in connection with the offer which investors and holders of WMC Resources securities are strongly advised to read.

This communication is for information purposes only.  It shall not constitute an offer to purchase, sell or exchange or the solicitation of any offer to purchase, sell or exchange any securities of WMC Resources.  The distribution of this communication may, in some countries, be restricted by law or regulation.  Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.