Put up or Shut up deadline
Rio Tinto PLC
21 December 2007
Rio Tinto welcomes Put up or Shut up deadline
21 December 2007
Rio Tinto welcomes today's announcement by The Takeover Panel Executive that it
has imposed a deadline of 6 February 2008, by which BHP Billiton must, unless
the Takeover Panel Executive consents otherwise, either announce a firm
intention to make an offer for Rio Tinto plc under Rule 2.5 of the UK Takeover
Code or announce that it does not intend to make an offer for Rio Tinto plc. If
BHP Billiton announces that it does not intend to make an offer for Rio Tinto
plc, BHP Billiton and any person acting in concert with it will, except with the
consent of the Takeover Panel Executive, be bound by the restrictions contained
in Rule 2.8 of the UK Takeover Code for six months from the date of such
announcement.
By 6 February, BHP Billiton will have had 3 months to make a decision and Rio
Tinto believes it is in the interests of the Group and its shareholders that
this period of uncertainty is brought to an end.
The proposal from BHP Billiton suggested that each Rio Tinto share would be
exchanged for three shares in BHP Billiton. The Boards of Rio Tinto gave the
proposal careful consideration and concluded that it significantly undervalues
Rio Tinto and its prospects. Accordingly, the Boards unanimously rejected the
proposal as not being in the best interests of shareholders.
While the deadline set by the Takeover Panel Executive applies only in respect
of Rio Tinto plc, shareholders of both Rio Tinto plc and Rio Tinto Limited
should note that the dual listed companies' constitution is designed to ensure
that a person cannot take control of one company without having made an offer to
the public shareholders of both companies.
Paul Skinner, Chairman of Rio Tinto said: 'The Boards are unanimous in the view
that BHP Billiton's rejected proposal was wholly inadequate and that Rio Tinto's
very strong existing portfolio will create significant future value for
shareholders. We have been very clear as to where we stand and feel it is time
for BHP to do likewise. Our shareholders deserve to have certainty and therefore
we welcome the Panel's decision today.
'The Boards and management remain focused on the task of delivering on Rio
Tinto's potential and on maximising value for all shareholders.'
As required by the Takeover Code, Rio Tinto confirms that this announcement is
not being made with the agreement or approval of BHP Billiton. A further
announcement will be made in due course.
About Rio Tinto
Rio Tinto is a leading international mining group headquartered in the UK,
combining Rio Tinto plc, a London listed company, and Rio Tinto Limited, which
is listed on the Australian Securities Exchange.
Rio Tinto's business is finding, mining, and processing mineral resources. Major
products are aluminium, copper, diamonds, energy (coal and uranium), gold,
industrial minerals (borax, titanium dioxide, salt, talc) and iron ore.
Activities span the world but are strongly represented in Australia and North
America with significant businesses in South America, Asia, Europe and southern
Africa.
Forward-Looking Statements
This announcement includes 'forward-looking statements' within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this announcement, including, without
limitation, those regarding Rio Tinto's financial position, business strategy,
plans and objectives of management for future operations (including development
plans and objectives relating to Rio Tinto'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 which may cause the actual results, performance or achievements of
Rio Tinto, 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 Rio
Tinto's present and future business strategies and the environment in which Rio
Tinto will operate in the future. Among the important factors that could cause
Rio Tinto's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, levels of
demand and market prices, 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 and economic
conditions in relevant areas of the world, the actions of competitors,
activities by governmental authorities such as changes in taxation or regulation
and such other risk factors identified in Rio Tinto's most recent Annual Report
on Form 20-F filed with the United States Securities and Exchange Commission
(the 'SEC') or Form 6-Ks furnished to the SEC. 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. Rio Tinto expressly
disclaims any obligation or undertaking (except as required by applicable law,
the City Code on Takeovers and Mergers (the 'Takeover Code'), the UK Listing
Rules, the Disclosure and Transparency Rules of the Financial Services
Authority and the Listing Rules of the Australian Securities Exchange) to
release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in Rio Tinto's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
Nothing in this announcement should be interpreted to mean that future earnings
per share of Rio Tinto plc or Rio Tinto Limited will necessarily match or exceed
its historical published earnings per share.
Subject to the requirements of the Takeover Code, none of Rio Tinto, any of its
officers or any person named in this announcement with their consent or any
person involved in the preparation of this announcement makes any representation
or warranty (either express or implied) or gives any assurance that the implied
values, anticipated results, performance or achievements expressed or implied in
forward-looking statements contained in this announcement will be achieved.
For further information, please contact:
Media Relations, London Media Relations, Australia
Christina Mills Amanda Buckley
Office: +44 (0) 20 7781 1154 Office: +61 (0) 3 9283 3627
Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 419 801 349
Nick Cobban Ian Head
Office: +44 (0) 20 7781 1138 Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 408 360 101
Media Relations, US
Nancy Ives
Mobile: +1 619 540 3751
Investor Relations, London Investor Relations, Australia
Nigel Jones Dave Skinner
Office: +44 (0) 20 7781 2049 Office: +61 (0) 3 9283 3628
Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309
Investor Relations, North America
David Ovington Jason Combes
Office: +44 (0) 20 7781 2051 Office: +1 (0) 801 685 4535
Mobile: +44 (0) 7920 010 978 Mobile: +1 (0) 801 558 2645
Email: questions@riotinto.com
Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange