Rule 2.10 Announcement

RNS Number : 6867G

Rio Tinto PLC

24 October 2008

 



Rio Tinto plc

Disclosure in accordance with Rule 2.10 of the City Code

24 October 2008

In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the 'City Code'), Rio Tinto plc and Rio Tinto Limited confirm that as at the close of business on

24 October 2008 they had the following securities in issue:

Rio Tinto plc:	998,084,695 Ordinary shares of 10 pence each.  ISIN GB0007188757* 1 DLC dividend share of 10 pence 1 special voting share of 10 pence
Rio Tinto Limited:	**456,815,943 Ordinary shares ISIN AU000000RIO1 1 DLC dividend share 1 special voting share

*The ISIN for the ordinary shares represented by the Rio Tinto plc American Depository Receipts is US7672041008. Each Rio Tinto plc American Depository Receipt represents four ordinary shares of Rio Tinto plc. 

**Rio Tinto plc, through Tinto Holdings Australia Pty Limited, holds 171,072,520 ordinary issued shares in Rio Tinto Limited, representing 37.45% of Rio Tinto Limited's shares in issue. The balance of 285,743,423 ordinary shares is publicly held.

In 1995, Rio Tinto shareholders approved the terms of the dual listed companies ('DLC') merger which was designed to place the shareholders of both companies in substantially the same position as if they held shares in a single enterprise owning all the assets of both Companies. The DLC dividend shares and the special voting shares issued by Rio Tinto plc and Rio Tinto Limited carry rights to facilitate the operation of the DLC structure. For more information on Rio Tinto's DLC structure and the rights attaching to the DLC Dividend shares and the special voting shares, please see Rio Tinto's 2007 Annual report and financial statements.

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. For further information, please contact:

Media Relations, London Nick Cobban Office: [phone] Mobile: [phone]	Media Relations, Australia Ian Head Office: [phone] Mobile: [phone] Amanda Buckley Office: [phone] Mobile: [phone]
Investor Relations, London Nigel Jones Office: [phone] Mobile: [phone] David Ovington Office: [phone] Mobile: [phone]	Investor Relations, Australia Dave Skinner Office: [phone] Mobile: [phone] Investor Relations, North America Jason Combes Office: [phone] Mobile: [phone]
Email: [e-mail]
Website: www.riotinto.com High resolution photographs available at: www.newscast.co.uk

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of any of Rio Tinto plc, Rio Tinto Limited, BHP Billiton Plc or BHP Billiton Limited, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. 

The relevant disclosure must also include details of all 'interests' or 'dealings' in any class of 'relevant securities' of the other company which is part of its DLC structure. Therefore, if, for example, a disclosure is being made in respect of a dealing in securities of Rio Tinto plc, an accompanying disclosure must also be made of interests or short positions held in securities of Rio Tinto Limited, even if the person's interest or short position is less than 1% of the relevant class. The same approach should be adopted in respect of securities of BHP Billiton Plc and BHP Billiton Limited. Therefore, each disclosure should consist of two Rule 8.3 disclosure forms, one for the plc arm of the DLC structure and one for the Limited arm of the DLC structure, released as one announcement. 

This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of any of Rio Tinto plc, Rio Tinto Limited, BHP Billiton Plc or BHP Billiton Limited they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of either Rio Tinto or BHP Billiton by either Rio Tinto or BHP Billiton, or by any of their respective 'associates', must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction. 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

 

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