UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	

Schedule TO/A
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 24)

 
RINKER GROUP LIMITED
ABN 53 003 433 118

(Name of Subject Company (issuer))
 
CEMEX Australia Pty Ltd
ACN 122 401 405
 
CEMEX, S.A.B. de C.V.

(Names of Filing Persons (offerors))
 
Ordinary shares
 
American Depositary Shares (each representing five ordinary shares)

(Titles of Classes of Securities)
 
Ordinary Shares, ISIN AU000000RIN3
 
American Depositary Shares, CUSIP 76687M101, ISIN US76687M1018

(CUSIP and ISIN Numbers of Classes of Securities)
 
Mr. Ramiro G. Villarreal Morales
General Counsel
Av. Ricardo Margain Zozaya #325,
Colonia Valle del Campestre,
Garza Garcia, Nuevo Leon, Mexico 66265
 
+52 81 8888 8888

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 
Copy to:
Richard Hall
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000

 
CALCULATION OF FILING FEE
 
Transaction Valuation(1)	Amount of Filing Fee(2)	
$3,262,941,077	$100,172	

 (1) Estimated solely for the purpose of calculating the filing fee in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934 (the “Exchange Act”), the transaction valuation is calculated by multiplying (i) 895,059,958 ordinary shares, which is the maximum number of ordinary shares of Rinker Group Limited, including 22,479,805 ordinary shares represented by 4,495,961 ADSs (according to documents filed by Rinker with the Australian Stock Exchange), subject to the Offer, by (ii) 23%, which is the percentage of US Holders of Rinker Securities (according to Rinker’s annual report on Form 20-F filed on May 23, 2006), and by (iii) the purchase price of $15.85 in cash for each ordinary share and $79.25 for each ADS.  Terms used and not defined in the preceding sentence are defined below.
 
 (2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Advisory No. 6 for the fiscal year 2007, equals $30.70 per $1,000,000 of transaction valuation. $286,357 was paid on November 14, 2006, in accordance with Fee Advisory No. 3 for Fiscal Year 2007.
 
x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 	
Amount Previously Paid: $286,357
 	 	
Form or Registration No.: Schedule TO
 	
Filing Party: CEMEX Australia Pty Ltd, ACN 122 401 405,
CEMEX, S.A.B. de C.V.
 	 	
Date Filed: November 14, 2006	 	

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.	

Check the appropriate boxes below to designate any transactions to which the statement relates:	

1

 
 
x	third-party tender offer subject to Rule 14d-1.
 	
o	issuer tender offer subject to Rule 13e-4.
 	
o	going-private transaction subject to Rule 13e-3
 	
o	amendment to Schedule 13D under Rule 13d-2	

2

 
 This Amendment No. 24 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 14, 2006 (the “Schedule TO”) and amended thereafter. The Schedule TO, as amended, relates to the offer by CEMEX Australia Pty Ltd (“Bidder”), a proprietary company registered under the laws of Victoria, Australia and an indirect wholly-owned subsidiary of CEMEX, S.A.B. de C.V. (“CEMEX”), to acquire all the outstanding ordinary shares and American depositary shares of Rinker Group Limited, a public company registered under the laws of New South Wales, Australia (“Rinker”), upon the terms and subject to the conditions of the offer (the “Offer”) (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), as described in the Bidder’s Statement, dated October 30, 2006 (as amended, the “Bidder’s Statement”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO, as amended. Capitalized terms used herein that are not otherwise defined have the meanings given to them in the Bidder’s Statement.
 
 Item 11. Additional Information.
 
        On July 10, 2007, CEMEX issued a Press Release announcing that, having acquired more than 90% of the Rinker shares, it will now proceed to compulsorily acquire all Rinker shares which are not acquired under the Offer.  This Press Release is attached as Exhibit (a)(5)(G) hereto.

On July 10, 2007, CEMEX also lodged a compulsory acquisition notice with the Australian Securities and Investments Commission.  This compulsory acquisition notice will be sent to the remaining Rinker shareholders together with a covering letter and a consideration election form.  Such compulsory acquisition notice, covering letter and consideration election form are attached as Exhibit (a)(5)(H), Exhibit (a)(5)(I) and Exhibit (a)(5)(J), respectively, hereto.
 
Item 12. Exhibits.
 
Exhibit	Description	
 (a)(5)(G) 	Press Release of CEMEX dated July 10, 2007	
 (a)(5)(H)	Notice of Compulsory Acquisition Following Takeover Bid	
 (a)(5)(I) 	Letter to Rinker Shareholders dated July 10, 2007	
 (a)(5)(J) 	Consideration Election Form 	

                      

 

 
3

SIGNATURES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: July 10, 2007
 
 	CEMEX Australia Pty Ltd	 	
 	 	 	 	
 	By:	/s/ Ramiro G. Villarreal Morales	 	
 	 	Name:   Ramiro G. Villarreal Morales	 	
 	 	Title:     Director	 	

 
 
 	CEMEX, S.A.B. de C.V.	 	
 	 	 	 	
 	By:	/s/ Ramiro G. Villarreal Morales	 	
 	 	Name:   Ramiro G. Villarreal Morales	 	
 	 	Title:     General Counsel	 	

 

 
 
4

 
 
Exhibit Index.
 
Exhibit	Description	
 (a)(5)(G) 	Press Release of CEMEX dated July 10, 2007	
 (a)(5)(H)	Notice of Compulsory Acquisition Following Takeover Bid	
 (a)(5)(I) 	Letter to Rinker Shareholders dated July 10, 2007	
 (a)(5)(J) 	Consideration Election Form 	

 

 
 
5

Exhibit (a)(5)(G)

Media Relations
Jorge Pérez
(52-81) 8888-4334
 	Investor Relations
Eduardo Rendón
(52-81) 8888-4256
 	Analyst Relations
Ricardo Sales
(212) 317-6008	Australian Media Contact
Martin Debelle
(61-2) 9252-0622	

 
CEMEX ACQUIRES MORE THAN 90% OF RINKER

CEMEX COMMENCES COMPULSORY ACQUISITION

MONTERREY, MEXICO, July 10, 2007.- CEMEX S.A.B. de C.V. (NYSE: CX) announced today that it has a relevant interest in more than 90% of the shares of Rinker Group Limited (“Rinker”) (ASX: RIN, NYSE ADR: RIN) as a result of acceptances received under its Offer to acquire Rinker shares.
 
In accordance with its stated intentions, CEMEX will now proceed to compulsorily acquire all Rinker shares which are not acquired under the Offer.  Attached is a compulsory acquisition notice which has been lodged with the Australian Securities & Investments Commission.  This notice will be sent to the remaining Rinker shareholders together with the attached covering letter and consideration election form.
 
The Offer will close at 7.00pm (Sydney time) / 5.00am (New York time) on Monday July 16, 2007.
 
CEMEX is a growing global building solutions company that provides high quality products and reliable service to customers and communities in more than 50 countries throughout the world. CEMEX has a rich history of improving the well-being of those it serves through its efforts to pursue innovative industry solutions and efficiency advancements and to promote a sustainable future. For more information, visit www.cemex.com.
 
###
 
This document includes “forward-looking statements.” These statements contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning. All statements other than statements of historical facts included in this document, including, without limitation, those regarding CEMEX’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to CEMEX’s products and services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of CEMEX to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CEMEX’s operations and present and future business strategies and the environment in which CEMEX will operate in the future. These forward-looking statements speak only as of the date of this document. Accordingly, there can be no assurance that such statements, estimates or projections will be realized. None of the projections or assumptions in this document should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such projections have been prepared are correct or exhaustive or, in the case of assumptions, fully stated in this press release. CEMEX expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking information contained herein to reflect any change in CEMEX’s results or expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law. The projections and forecasts included in the forward-looking statements herein were not prepared in accordance with published guidelines of the American Institute of Certified Public Accountants, the Commission or any similar body or guidelines regarding projections and forecasts, nor have such projections or forecasts been audited, examined or otherwise reviewed by the independent auditors of the Company. You should not place undue reliance on these forward-looking statements.

Exhibit 99(a)(5)(H)

                                                                           6021        page1/1  15 July 2001
ASIC registered agent number	 	269 - Sydney 	 	 	 	
lodging party or agent name	 	Allens Arthur Robinson	 	 	 	 	
office, level, building name  or PO Box no	 	Level 28, Deutsche Bank Place	 	 	 	 	 	
street number & name	 	Corner of Hunter and Phillip Streets	 	 	 	 	 	 	
suburb/city	 	Sydney	state/territory	NSW	postcode	2000	 	 	 	 	 	 	 	
telephone	 	(     )      	 	 	 	 	 	 	 	 	
 	 	 	 	                                                                    	 	 	 	 	 	 	 	 	 	 	 	
facsimile	 	(     )      	 	 	ASS.	¨	REQ-A	¨	 	 	 	 	 	 	 	 	 	 	 	 	 	
DX number	 	     	suburb/city	     	 	 	CASH.	¨	REQ-P	¨	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ref	 	RXKS:ALWS	 	 	PROC	¨	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	Australian Securities & Investments Commission
 
Notice of
compulsory acquisition
following takeover bid	form 6021
 
Corporations Act 2001
661B(1)(a)	

To	 	the person whose name and address are set out in the enclosed letter	 	
 	 	 	 	
 	 	Securities of Rinker Group Limited (ABN 53 003 433 118) (the "Company")	
 	 	 	
 1.	 	Under an Off Market Bid, offers were made by CEMEX Australia Pty Limited (ACN 122 401 405) in respect of the acquisition of:	

 	 	·	ordinary shares in the Company ("Shares"); and 	
 	 	·	American depositary shares issued by JPMorgan Chase Bank, N.A., in its capacity as the depositary of the Company's American Depositary Receipt program, with each American depositary share representing beneficial interests in 5 Shares.	

 	 	The offers are scheduled to close on Monday 16 July 2007 at 7.00pm (Sydney time) / 5.00am (New York time).	

2.	 	You are, or are entitled to be, registered as the holder of Shares in respect of which an offer was made, but have not accepted the takeover offer.	
 	 	 	
3.	 	The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (“the Act”) that the bidder has become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your Shares and desires to acquire those Shares.	
 	 	 	
4.	 	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to.	
 	 	 	
5.	 	You are entitled, within one month after being given this notice, or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the acquisition of your Shares:
 
·  OPTION 1:
 
US$15.85 per Share converted into, and then paid to you in, Australian dollars using the exchange rate determined in accordance with Annexure A
 
·  OPTION 2:
 
o  a fixed Australian dollar amount of A$19.50 for your first 2,000 Shares (or for all your Shares if you hold 2,000 Shares or less); and
 
o  for your remaining Shares (if any), US$15.85 per Share converted into, and then paid to you in, Australian dollars using the exchange rate determined in accordance with Annexure A
 
·  OPTION 3:
 
US$15.85 per Share payable to you in US dollars
 
·  OPTION 4:
 
o  a fixed Australian dollar amount of A$19.50 for your first 2,000 Shares (or for all your Shares if you hold 2,000 Shares or less); and
 
o  for your remaining Shares (if any), US$15.85 per Share payable to you in US dollars
 
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your Shares, the form of consideration that will apply is OPTION 3, unless your registered address is in Australia in which case the form of consideration that will apply is OPTION 1.	

 
 	 	 	
6.	 	Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired.	
 	 	 	
7.	 	The bidder is entitled and bound to acquire the Shares on the terms that applied under the takeover bid immediately before the end of the offer period.	
 	 	 	
8.	 	Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 6 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 7 of this notice.	

Signature
 	
print name	 	Ramiro Villarreal
 	capacity	Director	
 
sign here	 	 
	date	10 July 2007	

 
 
Annexure "A" to Form 6021
 
This is Annexure "A" of 1 page referred to in the Form 6021 signed by me and dated 10 July 2007.

_____________________________________
Ramiro Villarreal, Director

Calculation of exchange rate for OPTION 1 and OPTION 21
 
If you elect to have part or all of your consideration on compulsory acquisition converted into, and then paid in, Australian dollars (ie. if you elect OPTION 1 or OPTION 2, or if OPTION 1 will otherwise apply to you), Bidder will pay any charges associated with such conversion, and the exchange rate at which consideration will be converted into Australian dollars will be the average of the WM/Reuters Intraday Mid Spot Rates during the period commencing on:

·  	the last day of the Takeover Offer Period; or	

·  	if the Form 6021 is given before the last day of the Takeover Offer Period, on the date they are given,2	
 
and ending three Business Days prior to the date Bidder makes payment in accordance with the compulsory acquisition provisions of the Corporations Act.

In all cases, fluctuations in exchange rates are at your risk if you elect OPTION 1 or OPTION 2, or if OPTION 1 will otherwise apply to you.

In this Annexure A:

·  	"Bidder" means CEMEX Australia Pty Ltd;	

·  	"Business Day" means a day on which banks are generally open for business in Sydney, Australia (other than a Saturday or a Sunday);	

·  	"Takeover Offer Period" means the period during which the takeover offer described in the Form 6021 remains open in accordance with its terms; and	

·  	"WM/Reuters Intraday Mid Spot Rates" means the A$ to US$ mid rates calculated hourly by The WM Company from 6am to 10pm (London time) on each weekday (excluding certain public holidays when no calculations are made) based on information sourced from Reuters Group PLC.  Further information about The WM Company can be obtained from its website at  www.wmcompany.com .  CEMEX publishes an average of the WM/Reuters Intraday Mid Spot Rates for each day on its website at  www.cemex.com .	

 

 
1 As disclosed in the First Supplementary Bidder's Statement dated 8 December 2006, pages 4 to 5.
 
2 According to section 661B(3) of the Corporations Act, if this notice (Form 6021) is sent by post it is taken to be given 3 days after it was posted.  This notice will be posted on 11 July 2007.

Exhibit (a)(5)(I)

 
10 July 2007
 
IF YOU HAVE ALREADY ACCEPTED THE CEMEX OFFER FOR YOUR SHARES,
PLEASE IGNORE THIS LETTER AND THE ACCOMPANYING DOCUMENTS	
 
Dear Rinker Shareholder
 
CEMEX Australia Pty Ltd - takeover bid for Rinker Group Limited
 
Notice of compulsory acquisition
 
As you are aware, CEMEX Australia Pty Limited (CEMEX), a wholly-owned subsidiary of CEMEX S.A.B. de C.V., has offered to acquire all of your shares in Rinker Group Limited ( Rinker ) under a takeover bid (the  Offer ).
 
On 10 July 2007, CEMEX announced that it had acquired a relevant interest in more than 90% of the Rinker shares, as a result of acceptances received under the Offer, and that it would proceed to compulsorily acquire all remaining Rinker shares.
 
Enclosed is an ASIC Form 6021 which is a formal notice of compulsory acquisition.  Please read this form carefully.
 
Please note that the Offer will close at 7.00pm (Sydney time) / 5.00am (New York time) on Monday 16 July 2007.
 
Under compulsory acquisition, you can elect the form in which you are paid the consideration for your shares.  You have 4 payment options to choose from – these options are the same as those available in connection with the Offer.  In order to make your election please complete the enclosed Consideration Election Form and send it to Computershare Investor Services Pty Limited ( Computershare ) using the enclosed reply paid envelope.  If you wish to make an election your Consideration Election Form must be received by Computershare by 16 August 2007 (or by such later time as permitted by the Corporations Act).  If you do not make an election, or do not make a valid election, then payment will be made as if you chose:
 
•	Option 1 (US$15.85 per share, converted into Australian dollars using the exchange rate mechanism set out in the compulsory acquisition notice) if your address in the Rinker register of shareholders is in Australia; or	
 
•	Option 3 (US$15.85 per share) if your address in the Rinker of register of shareholders is outside of Australia.	
 
At completion of the compulsory acquisition process (usually 4 to 6 weeks although this may be longer in certain circumstances), CEMEX will provide to Rinker the cash consideration for the Rinker shares that are compulsorily acquired.  Rinker will hold that cash consideration in trust for holders of the Rinker shares that are compulsorily acquired.  Rinker will contact you separately in relation to the procedure for claiming payment.

Yours faithfully
 
CEMEX Australia Pty Limited

 
Hector Medina
Director

Exhibit (a)(5)(J)