Rio Tinto PLC
10 November 2000
Rio Tinto announces details of Ashton Offer terms
Rio Tinto's Notice of Variation is being dispatched to Ashton shareholders,
following the announcement of its increased Offer for Ashton on 6 November
2000. The Offer is now due to close at 7.30pm AEDT on Monday, 27 November
2000.
The details of Rio Tinto's increased Offer, previously announced, are:
$2.20 cash for every Ashton Share, or
1 Rio Tinto Limited Share for every 14 Ashton Shares, or
1 Rio Tinto plc Share for every 14 Ashton Shares, or
any combination of the above.
As at 8 November 2000, Rio Tinto had acquired 49.8% of Ashton Mining Limited.
This follows the earlier receipt of acceptances from Ashton's largest
shareholder, Malaysia Mining Corporation Berhad, for its entire Ashton
shareholding.
Rio Tinto will support the Ashton Directors' intentions to pay a special
dividend of $0.20 per Ashton Share, fully franked and payable by Ashton
('Ashton Special Dividend'). The payment of the Ashton Special Dividend is at
the discretion of the Ashton Board.
If the Ashton Special Dividend is declared and shareholders choose to receive
it before their Ashton Shares are transferred, their consideration from Rio
Tinto will be adjusted to take account of the Ashton Special Dividend.
The following table sets out the alternatives from which shareholders may
choose:
No Ashton Special Ashton Special
Dividend Dividend *
Cash alternative $2.20 per Ashton $2.00 plus $0.20
Share or Ashton Special
Dividend per Ashton
Share or
Rio Tinto Limited Share 1 Rio Tinto Limited 1 Rio Tinto Limited
alternative Share for every 14 OR Share for every 15.4
Ashton Shares or Ashton Shares plus
$0.20 Ashton Special
Dividend per Ashton
Share or
Rio Tinto plc 1 Rio Tinto plc 1 Rio Tinto plc
Share alternative Share for every 14 Share for every 15.4
Ashton Shares or Ashton Shares plus
$0.20 Ashton Special
Dividend per Ashton
Share or
any combination of any combination of
the above. the above.
* The share consideration has been adjusted for the Ashton Special Dividend
in the same proportion as the cash consideration. Shareholders may only
make a dividend election for all of their Ashton shares.
The Offer for Ashton is unconditional. Rio Tinto has amended the payment
terms to allow Ashton shareholders to accept its Offer now and still be
eligible to receive the Ashton Special Dividend, if they so choose.
Rio Tinto intends to send payment of its consideration to Ashton shareholders
within five business days of the receipt of valid acceptances.
The Ashton Board will determine the timing of the payment of the Ashton
Special Dividend. In the event that Ashton declares the Ashton Special
Dividend, shareholders will receive the dividend shortly after the dividend
payment date.
If for whatever reason, the Ashton Special Dividend is not declared by 27
November 2000, shareholders will receive the balance of their consideration
from Rio Tinto in the manner nominated by them on their Acceptance Forms.
Shareholders who have already accepted Rio Tinto's Offer will receive a
separate letter shortly to allow them to revise the terms of their
acceptance, should they wish to do so.
Details of the revised offer and how to accept it will be available on the
Rio Tinto website at www.riotinto.com.
For further information, please contact:
Media Relations Investor Relations
Lisa Cullimore Peter Jarvis
+ 44 (0) 20 7753 2305 + 44 (0) 20 7753 2401
Website: www.riotinto.com
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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