Pt 2. Expected timetable and

RNS Number : 4290T

Rio Tinto PLC

05 June 2009

 

Expected timetable and key dates

Each of the times and dates in the tables below is indicative only and may be subject to change:

 

Rio Tinto plc:

 

Rio Tinto plc Record Date for entitlement under the Rio Tinto plc Rights Issue for Qualifying CREST Rio Tinto plc Shareholders and Qualifying Non-CREST Rio Tinto plc Shareholders			close of business on 15 June 2009
Dispatch of Rio Tinto plc Provisional Allotment Letters (to Qualifying Non-CREST Rio Tinto plc Shareholders only)			16 June 2009
Start of subscription period			17 June 2009
Dealings in New Rio Tinto plc Shares, nil paid, commence on the London Stock Exchange			8.00 a.m. on 17 June 2009
Existing Rio Tinto plc Shares marked “ex” by the London Stock Exchange			8.00 a.m. on 17 June 2009
Latest time and date for acceptance, payment in full and registration of renunciation of Rio Tinto plc Provisional Allotment Letters			11.00 a.m. on 1 July 2009
Dealings in New Rio Tinto plc Shares, fully paid, commence on the London Stock Exchange			by 8.00 a.m. on 2 July 2009
Notes:
(1)       Subject to certain restrictions relating to Rio Tinto plc Shareholders with registered addresses outside the UK.
(2)       References to times in this timetable are to London time unless otherwise stated.

 

Rio Tinto Limited:

 

Rio Tinto Limited Mailing Record Date for first posting of Rio Tinto Limited Entitlement and Acceptance Forms and related materials			7.00 p.m. on 11 June 2009
Dispatch of the Rio Tinto Limited Entitlement and Acceptance Forms and related materials to Rio Tinto Limited Shareholders as at the Rio Tinto Limited Mailing Record Date(1)			16 June 2009
Existing Rio Tinto Limited Shares quoted ex-rights			17 June 2009
Rio Tinto Limited Rights trading on ASX commences			17 June 2009
Rio Tinto Limited Record Date for entitlements under Rio Tinto Limited Rights Issue (subject to ASTC Settlement Rules)			22 June 2009
Rio Tinto Limited Rights trading on ASX ends			24 June 2009
Deferred settlement trading in New Rio Tinto Limited Shares commences			25 June 2009
Second posting of Rio Tinto Limited Entitlement and Acceptance Forms and (where applicable) the Australian Offer Document to Qualifying Rio Tinto Limited Shareholders (where required) completed(1)			26 June 2009
Closing time for renunciations, acceptances and payment in full of Rio Tinto Limited Rights			5.00 p.m. on 1 July 2009
Placement by the Underwriters of New Rio Tinto Limited Shares not taken up, or not able to be taken up, under the Rio Tinto Limited Rights Issue			3 July 2009
Issue of New Rio Tinto Limited Shares and dispatch of confirmation statements			9 July 2009
Last day of deferred settlement trading in New Rio Tinto Limited Shares			9 July 2009
Dispatch of payments (if any) in respect of the placement by the Underwriters of relevant New Rio Tinto Limited Shares			10 July 2009
Normal T+3 settlement trading in New Rio Tinto Limited Shares commences			10 July 2009
Notes:
(1)       Subject to certain restrictions relating to Rio Tinto Limited Shareholders with registered addresses outside Australia and New Zealand.
(2)       References to times in this timetable are to Melbourne time unless otherwise stated.

 

1.         Full timetables of events in connection with the Rights Issues will be set out in the UK Prospectus and the Australian offer document. Only the key dates in relation to the Rights Issues are set out here. If any of the above times and/or dates in relation to the Rights Issues change, the revised times and/or dates will be included in the UK Prospectus and the Australian offer document or notified to Rio Tinto plc Shareholders by announcement through the Regulatory News Service of the London Stock Exchange and to Rio Tinto Ltd Shareholders by announcement through the Australian Securities Exchange.

2.         If you hold your shares through a nominee, depending on the arrangements made on
your behalf by that nominee, the latest time and date for giving instructions to that
nominee may be set earlier.

3.         Rio Tinto Limited has obtained a waiver from the ASX allowing the timetable for the Rio Tinto Limited Rights Issue to be shorter than that ordinarily required under the ASX Listing Rules. In particular, the waiver allows the offer period in respect of the Rio Tinto Limited Rights Issue to close at 5.00 p.m. Melbourne time on the seventh business day following the Rio Tinto Limited Record Date.

 

Under the standard ASX timetable for a renounceable rights issue, the offeror would only dispatch offer documents and entitlement and acceptance forms to those shareholders entitled to participate in the rights issue following the record date. However, if Rio Tinto Limited were to only dispatch those documents after the Rio Tinto Limited Record Date, Qualifying Rio Tinto Limited Shareholders may not receive the documents in sufficient time to enable them to take up their entitlements prior to the close of the offer period.

 

In order to address this, Rio Tinto Limited will send offer documents and entitlement and acceptance forms to relevant Rio Tinto Limited Shareholders in two rounds, the first following the Rio Tinto Limited Mailing Record Date and the second following the actual Rio Tinto Limited Record Date, as described below.

 

Rio Tinto Limited shareholder as at the Rio Tinto Limited Mailing Record Date (subject to certain restrictions relating to shareholders with registered addresses outside Australia and New Zealand) will be sent by post on or about 16 June 2009 an entitlement and acceptance form giving them provisional details of their entitlement under the Rio Tinto Limited Rights Issue, based on their holding of Rio Tinto Limited Shares as at the Rio Tinto Limited Mailing Record Date. If their holding of Rio Tinto Limited Shares does not change before the Rio Tinto Limited Record Date, such shareholders may take up their entitlement as shown in that form.

 

Persons that acquire Rio Tinto Limited shares after the Rio Tinto Limited Mailing Date should note that they will have a limited period following receipt of relevant offer documents and entitlement and acceptance forms to take up their entitlements, and it is possible they may not receive these documents in sufficient time to enable them to trade or take up your Rio Tinto Limited Rights.

 

Qualifying Rio Tinto Limited Shareholders who did not hold Rio Tinto Limited Shares on the Rio Tinto Limited Mailing Record Date, or those shareholders whose holding of Rio Tinto Limited Shares changes following the Rio Tinto Limited Mailing Record Date will (subject to certain restrictions relating to shareholders with registered addresses outside Australia and New Zealand) be sent by post on or about 26 June 2009 a final entitlement and acceptance form giving details of their Rio Tinto Limited Rights based on their holding of Rio Tinto Limited Shares as at the actual Rio Tinto Limited Record Date.

 

This announcement is an advertisement. It is not a prospectus, disclosure document or offering document under Australian law, the laws of England and Wales or any other law and does not purport to be complete. Investors should not subscribe for or purchase any Rio Tinto plc Rights, Rio Tinto plc Provisional Allotment Letter, or New Rio Tinto plc Shares or New Rio Tinto Limited Shares referred to in this announcement except on the basis of information in the prospectus to be published by Rio Tinto plc and Rio Tinto Limited (together, “Rio Tinto”) in due course in connection with the rights issues (the “Prospectus”). The Prospectus will, following publication, be available on Rio Tinto’s website for information purposes only. In the case of the Rio Tinto Limited rights issue, investors outside Australia and New Zealand should not subscribe for or purchase any Rio Tinto Limited Rights or New Rio Tinto Limited Shares referred to in this announcement except on the basis of information in the Prospectus. Offers will be made to investors within Australia and New Zealand under an Australian offer document to be dispatched in due course. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, the Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. Any decision to participate in the Rights Issues or to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities should only be made on the basis of information contained in the Prospectus when it is published in due course, which will contain further information relating to the issuer as well as a summary of the risk factors to which any investment is subject.

 

This announcement and the information contained herein do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares in the United States.

 

This announcement and the information contained herein do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in Canada, the People’s Republic of China, Hong Kong SAR, Japan, Papua New Guinea, Singapore, the Republic of South Africa or Switzerland or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, and no public offer of rights or shares will be made in such jurisdictions. The Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

 

The distribution of this announcement and/or the Prospectus and/or the Australian offer document and/or the Rio Tinto plc Provisional Allotment Letter and/or the transfer of the Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares into jurisdictions other than the UK, Australia or New Zealand may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The Joint Sponsors, the Underwriters and Macquarie Capital (Europe) Limited are acting exclusively for the issuer and no one else in connection with the Rights Issues and will not regard any other person (whether or not a recipient of this announcement) as their respective client in relation to the Rights Issues and will not be responsible to anyone other than the issuer for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issues or any matters referred to in this announcement.

 

This announcement has been issued by, and is the sole responsibility of, Rio Tinto plc and Rio Tinto Limited apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Sponsors and the Underwriters by the FSMA, none of the Joint Sponsors or Underwriters accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of an investment in the Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares by an offeree or purchaser thereof under the laws applicable to such offeree or purchaser or for any other statement made or purported to be made by them, or on their behalf, in connection with the issuer, the Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto Limited Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Entitlement and Acceptance Forms or New Rio Tinto plc Shares or New Rio Tinto Limited Shares, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. The Joint Sponsors and the Underwriters accordingly disclaim any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

 

Neither the content of the issuer’s website nor any website accessible by hyperlinks on the Issuer’s website is incorporated in, or forms part of, this announcement.

 

Certain statements made in this announcement constitute forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “seek”, “continue”, “forecast” or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group’s financial position including forecast or estimated profits, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Group’s products, production forecasts and reserve and resource positions), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Group, the ability of the Group to satisfy its debt repayment obligations or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in relevant areas of the world, levels of actual production during any period, levels of demand, market prices and inflation, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation and such other risk factors. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking (except as required by applicable law, including the UK Listing Rules, Prospectus Rules, the Disclosure and Transparency Rules of the Financial Services Authority and the ASX Listing Rules) to release publicly any updates or revisions to any statement (including any forward-looking statement) contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

The Underwriters or the Joint Sponsors or any affiliate thereof acting as an investor for its or their own account(s) may subscribe for, retain, purchase or sell Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Rights and/or New Rio Tinto plc Shares or New Rio Tinto Limited Shares for its or their own account(s) and may offer or sell such securities otherwise than in connection with the Rights Issues. The aforementioned entities do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any applicable legal or regulatory requirements.

 

The Underwriters or the Joint Sponsors may engage in trading activity other than, to the extent prohibited under applicable law and regulation, short selling to hedge commitments under the Underwriting Agreement or otherwise. Such activity may include purchases and sales of securities of Rio Tinto and related and other securities and instruments (including Rio Tinto plc Nil Paid Rights, Rio Tinto plc Fully Paid Rights, Rio Tinto plc Provisional Allotment Letter, Rio Tinto Limited Rights and/or New Rio Tinto plc Shares or New Rio Tinto Limited Shares).

 

Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove Limited, Macquarie Capital (Europe) Limited (which are authorised and regulated in the United Kingdom by the FSA) are acting exclusively for Rio Tinto and no one else in connection with the Rights Issues and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issues and will not be responsible to anyone other than Rio Tinto for providing the protections afforded to their respective clients nor for giving advice in relation to the Rights Issues or any transaction or arrangement referred to in this document.

 

 

END

 

 

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