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| For Immediate Release March 20, 2003 | Contact: Rita Sherman (561) 820-8393 |
RINKER MATERIALS CORPORATION ANNOUNCES RECEIPT OF
REQUISITE CONSENTS AND EXPIRATION OF THE CONSENT
SOLICITATION IN CONNECTION WITH THE TENDER OFFER AND
CONSENT SOLICITATION FOR ITS OUTSTANDING U.S. DEBT
SECURITIES DUE 2004
West Palm Beach, FL—Rinker Materials Corporation ("Rinker Materials") today announced that it has received sufficient consents to amend the indenture governing its outstanding6.875% Guaranteed Notes due March 1, 2004 (the "notes"). The notes are guaranteed by CSR Limited ("CSR") and will be guaranteed by Rinker Group Limited ("RGL") upon the date the proposed demerger, or spin-off, of RGL from CSR becomes effective.
Rinker Materials, CSR and RGL intend to execute a supplemental indenture that will effect certain proposed amendments to the indenture dated as of March 1, 1994 pursuant to which the notes were issued (the "Indenture") as described in the Offer to Purchase and Consent Solicitation Statement dated February 28, 2003. The supplemental indenture will not become operative unless and until all validly tendered notes that are not withdrawn prior to the Offer Expiration Time (as defined below) are purchased pursuant to the offer. The purpose of the amendments is to amend or eliminate certain restrictive covenants contained in the Indenture.
Under the terms of the offer, the consideration for the outstanding notes is to be determined by reference to a fixed spread of 25 basis points over the yield to maturity of the 3.00% U.S. Treasury Note due February 29, 2004 (the "UST Reference Security") as set forth in the table below, less U.S.$20.00, plus accrued and unpaid interest up to but not including the Settlement Date (defined below). A consent payment equal to U.S.$20 per U.S.$1,000 principal amount of notes (i.e., 2% of the principal amount) will be paid for notes tendered and not withdrawn at or prior to the "Consent Payment Deadline," which was 5:00 p.m., New York City time, on March 19, 2003.
| Description of Notes | CUSIP No. | Outstanding Principal Amount of Notes | UST Reference Security | Reference Page | Fixed Spread | Consent Payment (per U.S.$1,000 of Notes) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 6.875% Guaranteed Notes due March 1, 2004 | 126392 AA7 | U.S. $195,000,000 | 3.00% Note due February 29, 2004 | PX3 | 25 bps | U.S.$20 |
The offer will expire at 9 a.m., New York City time, on March 28, 2003, unless extended or earlier terminated (as it may be extended, the "Offer Expiration Time"), which is the date on which the demerger of RGL from CSR is expected to become effective. The Offer Expiration Time may be extended and will be extended, if necessary, to be no earlier than the date on which the demerger is expected to become effective.
Payments made pursuant to the offer will be in same-day funds on the third business day in New York City after the date on which the Offer Expiration Time occurs, or as soon as practicable thereafter (the "Settlement Date"). If the offer is not extended or earlier terminated, the Settlement Date is expected to be April 2, 2003.
Credit Suisse First Boston is acting as the Dealer Manager for the offer. The Information Agent is MacKenzie Partners, Inc. The Depositary for the offer is Bank One, N.A.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes. The offers are made only by an Offer to Purchase and Consent Solicitation Statement dated February 28, 2003 as amended by Supplement No. 1 thereto, dated March 14, 2003. Persons with questions regarding the offers and the consent solicitation should contact the Information Agent, toll-free at 1-800-322-2885 or collect at 1-212-929-5500, or the Dealer Manger, toll free at 1-800-820-1653 or collect at 1-212-538-8474.
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RINKER MATERIALS CORPORATION ANNOUNCES RECEIPT OF REQUISITE CONSENTS AND EXPIRATION OF THE CONSENT SOLICITATION IN CONNECTION WITH THE TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING U.S. DEBT SECURITIES DUE 2004