Rio Tinto PLC
24 July 2006
Rio Tinto agrees to tender shares of Ashton Mining of Canada to bid by Stornoway
Diamond
Rio Tinto has agreed to tender its shares in Ashton Mining of Canada Inc.
('Ashton') to a takeover bid for Ashton which was announced today by Stornoway
Diamond Corporation ('Stornoway'). Rio Tinto (through both Ashton Canada Pty.
Limited ('ACPL'), an indirect, wholly owned subsidiary of Rio Tinto Limited, and
QIT-Fer et Titane Inc. ('QIT), an indirect, wholly owned subsidiary of Rio Tinto
plc), holds 49,037,982 common shares of Ashton, representing approximately 51.7
per cent of Ashton's issued and outstanding common shares.
ACPL and QIT have entered into a lock-up agreement with Stornoway under which
ACPL and QIT have agreed to tender their Ashton shares and Stornoway has agreed
to make the takeover bid for all of Ashton's issued and outstanding common
shares. Under the Stornoway takeover bid, Ashton shareholders will be entitled
to receive, at their election, either (i) C$1.25 in cash (the 'All Cash
Alternative') or (ii) one Stornoway common share plus C$0.01 in cash, in either
case for each Ashton share held, subject to a maximum of C$59,500,000 cash
available under the All Cash Alternative. Tendering shareholders who elect the
All Cash Alternative may have their entitlement to cash pro-rated depending on
the percentage of Ashton shares tendered to the bid in respect of which the All
Cash Alternative is selected.
ACPL and QIT intend to elect the All Cash Alternative for their Ashton shares
although it is anticipated a portion of the total consideration payable to ACPL
and QIT will be in the form of Stornoway shares. The number of such shares and
the percentage of Stornoway's issued and outstanding shares ACPL and QIT may
acquire will not be known until the completion of the bid.
ACPL's tender of 4,912,249 of the 33,848,221 Ashton shares owned by it is
subject to regulatory approval pursuant to the terms of an escrow agreement
which ACPL entered into at the time of Ashton's initial public offering in 1993.
Rio Tinto has no present intention of acquiring other securities of Ashton or,
except as contemplated by the agreement with Stornoway, disposing of any of the
securities of Ashton which it holds.
Under the agreement with Stornoway, ACPL and QIT have agreed not to purchase or
enter into any agreement to purchase any other securities of Ashton until the
termination of the agreement. The agreement also precludes ACPL and QIT from
tendering or voting any of their Ashton shares in favour of any other
acquisition proposal relating to Ashton and in certain circumstances requires
ACPL and QIT to vote against other acquisition proposals or actions which might
prevent, delay or interfere with Stornoway's bid.
ACPL and QIT will be paid C$2,000,000 by Stornoway if the lock-up agreement is
terminated, other than as a result of a breach by ACPL or QIT, and Stornoway
does not take up and pay for the Ashton shares tendered to the bid by ACPL and
QIT. The lock-up agreement will terminate automatically on December 26, 2006
unless extended by mutual agreement of the parties.
For further information, please contact:
LONDON AUSTRALIA
Media Relations Media Relations
Nick Cobban Ian Head
Office: +44 (0) 20 7753 2305 Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 408 360 101
Investor Relations Investor Relations
Nigel Jones Dave Skinner
Office: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628
Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309
David Ovington Susie Creswell
Office: +44 (0) 20 7753 2326 Office: +61 (0) 3 9283 3639
Mobile: +44 (0) 7920 010 978 Mobile: +61 (0) 418 933 792
Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk
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