Pt 5. Definitions and glossar

RNS Number : 4293T

Rio Tinto PLC

05 June 2009

 



Definitions and glossary

Definitions

Unless the context otherwise requires, the following definitions apply throughout this announcement:

2008 Form 20-F	Rio Tinto's annual report filed on Form 20-F pursuant to the US Securities Exchange Act of 1934 for the financial year ended 31 December 2008
Alcan	Alcan Inc., a company incorporated under the laws of Canada, whose registered office is at 1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada
ASX or Australian Securities Exchange	ASX Limited (ACN 008624 691) or the financial market operated by that entity (as applicable)
ASX Listing Rules	the official listing rules of ASX
Australia	the Commonwealth of Australia
Australian dollars or A$	the lawful currency of Australia
Australian IFRS	International Financial Reporting Standards, as adopted by Australia
Australian Offer Document	the Offer document in relation to the Rio Tinto Limited Rights Issue to be sent to Rio Tinto Shareholder in Australia and New Zealand
BHP Billiton	BHP Billiton plc and BHP Billiton Limited
Boards	the board of Directors of Rio Tinto plc and/or Rio Tinto Limited as applicable
Chinalco	Aluminum Corporation of China
Corporations Act	the Corporation Act 2001 (Cth)
Co-operation and Implementation Agreement	The co-operation and implementation agreement entered into between Rio Tinto and Chinalco on 12 February 2009.
Corumbá	Minerção Columbaense Reunida
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations
Directors or Rio Tinto Directors	the Executive Directors and Non-Executive Directors
Disclosure and Transparency Rules	the Disclosure and Transparency Rules made by the FSA pursuant to Part VI of the FSMA, as amended
DLC Sharing Agreement	the DLC Sharing Agreement, as amended from time to time, between Rio Tinto plc and Rio Tinto Limited dated 21 December 1995, that regulates the relationship between Rio Tinto plc and Rio Tinto Limited
Equalisation Ratio	the ratio of the dividend, capital and voting rights per Rio Tinto plc Share to the dividend, capital and voting rights per Rio Tinto Limited Share, which is currently 1:1 as set out in the DLC Sharing Agreement
EU	European Union as established by the Treaty on European Union
EU IFRS	International Financial Reporting Standards, as adopted by the EU
Euroclear UK	Euroclear UK & Ireland Limited
Excluded Territories	Papua New Guinea and Republic of South Africa
Existing Rio Tinto Limited Shares	the ordinary shares in the capital of Rio Tinto Limited in issue as at the relevant date
Existing Rio Tinto plc Shares	the ordinary shares in the capital of Rio Tinto plc in issue as at the relevant date
Existing Shares	the Existing Rio Tinto Limited Shares and the Existing Rio Tinto plc Shares
FSMA	the Financial Services and Markets Act 2000, as amended
Group or Rio Tinto Group	Rio Tinto plc, Rio Tinto Limited, and their respective subsidiaries and subsidiary undertakings and, where the context requires, their respective associated undertakings
IFRS	International Financial Reporting Standards as issued by the International Accounting Standards Board
Joint Sponsors	Credit Suisse Securities (Europe) Limited and J.P. Morgan Cazenove Limited
London Stock Exchange	London Stock Exchange plc
Moody's	Moody's Investor Services
New Rio Tinto Limited Shares	the new Rio Tinto Limited Shares to be issued pursuant to the Rio Tinto Limited Rights Issue
New Rio Tinto plc Shares	the new Rio Tinto plc Shares to be allotted and issued pursuant to the Rio Tinto plc Rights Issue
New Shares	the New Rio Tinto plc Shares and the New Rio Tinto Limited Shares
OECD	Organisation for Economic Cooperation and Development
Official List	the official list of the Financial Services Authority for the purposes of Part VI of the FSMA
Overseas Rio Tinto Limited Shareholder	a Qualifying Rio Tinto Limited Shareholder with a registered address outside Australia and New Zealand
Overseas Rio Tinto plc Shareholder	a Qualifying Rio Tinto plc Shareholder with a registered address outside the UK
Overseas Shareholders	Overseas Rio Tinto plc Shareholders and Overseas Rio Tinto Limited Shareholders
Prospectus	the document in relation to the Rights Issues to be approved by the FSA and made available to the public in accordance with the Prospectus Rules
Prospectus Rules	the rules made by the Financial Services Authority, for the purposes of Part VI of the FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market
Public Shareholders	the Rio Tinto plc Shareholders and/or Rio Tinto Limited Shareholders, as applicable, other than the members of the Group, and references to publicly-held shares or issued capital should be construed accordingly
QIBs	Qualified Institutional Buyers, as defined in Rule 144A under the US Securities Act
Qualifying CREST Rio Tinto plc Shareholders	Qualifying Rio Tinto plc Shareholders holding Rio Tinto plc Shares in uncertificated form in CREST
Qualifying Non-CREST Rio Tinto plc Shareholders	Qualifying Rio Tinto plc Shareholders holding Rio Tinto plc Shares in certificated form
Qualifying Rio Tinto Limited Shareholder	a person who is a registered holder of Rio Tinto Limited Shares on the Rio Tinto Limited Record Date (subject to the ASTC Settlement Rules)
Qualifying Rio Tinto plc Shareholder	a person who is a registered holder of Rio Tinto plc Shares on the Rio Tinto plc Record Date
Qualifying Shareholders	Qualifying Rio Tinto Limited Shareholders and Qualifying Rio Tinto plc Shareholders
Restricted Territories	Canada, People's Republic of China, Hong Kong SAR, Japan, Singapore and Switzerland
Rights Issues	the Rio Tinto plc Rights Issue and the Rio Tinto Limited Rights Issue
Rio Tinto	Rio Tinto plc and Rio Tinto Limited
Rio Tinto Alcan	The aluminium business of Rio Tinto
Rio Tinto Fully Paid Rights	rights to acquire the New Rio Tinto plc Shares, fully paid
Rio Tinto Limited	Rio Tinto Limited (ABN 96004458404), a company incorporated in Victoria, Australia whose registered office is at 120 Collins Street, Melbourne, 3000, Victoria, Australia
Rio Tinto Limited Entitlement and Acceptance Forms	the entitlement and acceptance forms to be sent to Qualifying Rio Tinto Limited Shareholders, other than Qualifying Rio Tinto Limited Shareholders with registered addresses in the Excluded Territories, the United States or the Restricted Territories, in connection with the Rio Tinto Limited Rights Issue
Rio Tinto Limited Issue Price	A$28.29 per New Rio Tinto Limited Share
Rio Tinto Limited Mailing Record Date	7.00 p.m. (Melbourne time) on 11 June 2009
Rio Tinto Limited Record Date	7.00 p.m. (Melbourne time) on 22 June 2009
Rio Tinto Limited Rights	rights to acquire the New Rio Tinto Limited Shares under the Rio Tinto Limited Rights Issue
Rio Tinto Limited Rights Issue	the proposed 21 for 40 rights issue at A$28.29 per New Rio Tinto Limited Share as announced by the Boards on 6 June 2008.
Rio Tinto Limited Shareholders	holders of Rio Tinto Limited Shares
Rio Tinto Limited Shares	the ordinary shares in the capital of Rio Tinto Limited
Rio Tinto plc	Rio Tinto plc, a company incorporated in England and Wales with company number 719885 whose registered office is at 2 Eastbourne Terrace, London W2 6LG
Rio Tinto plc Ex-Rights Date	8.00 a.m. on 17 June 2009
Rio Tinto plc Issue Price	1,400 pence per New Rio Tinto plc Share
Rio Tinto plc Nil Paid Rights	rights to acquire the New Rio Tinto plc Shares, nil paid
Rio Tinto plc Provisional Allotment Letter	the renounceable provisional allotment letter expected to be sent to the Qualifying Non-CREST Rio Tinto plc Shareholders in respect of the New Rio Tinto plc Shares to be provisionally allotted to them
Rio Tinto plc Record Date	close of business in London on 15 June 2009
Rio Tinto plc Rights Issue	the proposed 21 for 40 rights issue at 1,400 pence per Share by Rio Tinto plc announced by the Boards on 6 June 2008.
Rio Tinto plc Shareholders	holders of Existing Rio Tinto plc Shares
Rio Tinto plc Shares	the ordinary shares of 10 pence each in the capital of Rio Tinto plc
S&P	Standard & Poor's Ratings Services
Shareholders	Rio Tinto plc Shareholders and Rio Tinto Limited Shareholders
Sterling or £	the lawful currency of the United Kingdom
THA	Tinto Holdings Australia Pty Limited
Theoretical Ex-Rights Price	in relation to either Rio Tinto plc or Rio Tinto Limited, as the context may require, the share price immediately prior to the announcement of a rights issue adjusted for (i) the issue of new shares in the rights issue and (ii) the receipt by the relevant issuer of the proceeds
Tier 1	high-quality, long-life, low-cost ore bodies
UK Admission	the admission of the New Rio Tinto plc Shares (nil paid and fully paid) to the Official List becoming effective in accordance with the UK Listing Rules and the admission of such shares (nil paid and fully paid) to trading on the London Stock Exchange's main market for listed securities
UK Listing Rules	the listing rules of the FSA made under Part VI of the FSMA, as amended
Underlying Earnings	the key financial performance indicator which Management uses to assess the Group's performance. It is an additional measure of earnings to provide greater understanding of the underlying business performance of the Group's operations. Items excluded from net earnings to arrive at underlying earnings are explained on page A-18 in the 2008 Form 20-F which is incorporated by reference into this document
Underwriters	in respect of the Rio Tinto plc Rights Issue, means Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. and such other banks named therein and, in respect of the Rio Tinto Limited Rights Issue, means Credit Suisse (Australia) Limited, J.P. Morgan Australia Ltd and such other banks named therein
Underwriting Agreement	the underwriting agreement to be entered into between, among others, Rio Tinto plc, Rio Tinto Limited, and the Underwriters
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US dollars or US$	the lawful currency of the US

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 exclus ively 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 clents 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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