Rio Tinto Board changes
Rio Tinto PLC
24 October 2007
Date: 24 October 2007
Rio Tinto Board changes
The boards of Rio Tinto plc and Rio Tinto Limited are pleased to announce that,
following the acquisition of Alcan Inc, Yves Fortier, Paul Tellier and Dick
Evans have been appointed as directors with effect from 25 October 2007.
Yves Fortier, currently chairman of the board of Alcan, and Paul Tellier,
currently a non- executive director of Alcan, become non executive directors of
Rio Tinto. Yves joins the Nominations Committee and the Committee on Social and
Environmental Accountability. Paul joins the Audit Committee and the
Remuneration Committee.
Dick Evans, the current Alcan chief executive officer, becomes an executive
director of Rio Tinto and the chief executive of the combined aluminium group,
Rio Tinto Alcan, based in Montreal and will report directly to Rio Tinto's chief
executive, Tom Albanese.
Commenting on the appointments, Paul Skinner, chairman, said 'I am very pleased
to welcome Yves, Paul and Dick to the Rio Tinto board. They will play key roles
in providing important continuity during the integration of Alcan and bring
valuable new perspectives, particularly in relation to Canada, to our board.'
As announced at the Rio Tinto 2007 annual general meetings , Sir Richard Sykes,
currently the senior non executive director, will retire at the conclusion of
the 2008 annual general meetings. Andrew Gould, currently chairman of the Audit
Committee, will become the senior non executive director on Sir Richard's
retirement and will become chairman of the Remuneration Committee. Sir David
Clementi will replace Andrew Gould as chairman of the Audit Committee. These
latter changes will take effect from the conclusion of the 2008 annual general
meetings.
Notes to editors
Yves Fortier, aged 72, was Ambassador and Permanent Representative of Canada to
the United Nations from 1988 to 1992. He is chairman and a senior partner of the
law firm Ogilvy Renault. He has been a director of Alcan since 2002 and is
currently the chairman of the board. Yves is also a non executive director of
NOVA Chemicals Corporation, and was governor of Hudson's Bay Company from 1998
to 2006, a director of the Royal Bank of Canada from 1992 to 2005 and trustee of
the International Accounting Standards Committee from 2000 to 2006.
Paul Tellier, aged 68, was Clerk of the Privy Council Office and Secretary to
the Cabinet of the Government of Canada from 1985 to 1992 and was president and
chief executive officer of the Canadian National Railway Company from 1992 to
2002. Until December 2004, he was president and chief executive officer of
Bombardier Inc. He has been a non executive director of Alcan since 1998. Paul
is also a director of McCain Foods, Bell Canada, BCE Inc. and the advisory board
of General Motors of Canada. He is also a strategic advisor to Societe Generale
(Canada).
Dick Evans, aged 60, held senior management positions with Kaiser Aluminium &
Chemical Corporation before joining Alcan in 1997 where he has held several
senior management positions including executive vice president, Office of the
President. He has been president and chief executive officer of Alcan since
March, 2006. Dick is also a non executive director of Bowater Inc. and the
International Aluminium Institute
There is no further information which is required to be disclosed under
paragraph 9.6.13 of the United Kingdom Listing Rules.
For further information, please contact:
Media Relations, London Media Relations, Australia
Christina Mills Ian Head
Office: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101
Nick Cobban Amanda Buckley
Office: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349
Investor Relations, London Investor Relations, Australia
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
Investor Relations, North America
David Ovington Jason Combes
Office: +44 (0) 20 7753 2326 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
Additional information
The offer to purchase all of the issued and outstanding common shares of Alcan
for US$101 per common share in a recommended, all cash transaction (the 'Offer')
is being made by Rio Tinto Canada Holding Inc. (the 'Offeror'), an indirect
wholly-owned subsidiary of Rio Tinto. The address of the Offeror is 770
Sherbrooke Street West, Suite 1800, Montreal, Quebec, H3A 1G1.
The Offer represents a total consideration for Alcan common shares of
approximately US$38.1 billion.
The subsequent offering period has commenced and the Offer is open for
acceptance until 6.00 p.m., Canadian Eastern Time, on November 8, 2007, unless
extended.
This announcement is for information purposes only and does not constitute or
form part of any offer or invitation to purchase, otherwise acquire, subscribe
for, sell, otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for,
any security. The Offer (as the same may be varied or extended in accordance
with applicable law) is being made exclusively by means of, and subject to the
terms and conditions set out in, the offer and takeover bid circular delivered
to Alcan and filed with Canadian provincial securities regulators and the United
States Securities and Exchange Commission (the 'SEC') and mailed to Alcan
shareholders.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
In connection with the Offer, an offer and takeover bid circular as well as
ancillary documents such as a letter of transmittal and a notice of guaranteed
delivery have been filed with the Canadian securities regulatory authorities and
the SEC and an Alcan directors' circular with respect to the Offer has also been
filed. A Tender Offer statement on Schedule TO (the 'Schedule TO') and a
Solicitation/Recommendation Statement on Schedule 14D-9 (the 'Schedule 14D-9')
has also been filed with the SEC.
SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR
(INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE
SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.
The offer and takeover bid circular as well as other materials filed with the
Canadian securities regulatory authorities are available electronically without
charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are available
electronically without charge at the SEC's website, www.sec.gov. Materials filed
with the SEC or the Canadian securities regulatory authorities may also be
obtained without charge at Rio Tinto's website, www.riotinto.com.
While the Offer is being made to all holders of Alcan common shares, this
announcement does not constitute an offer or a solicitation in any jurisdiction
in which such offer or solicitation is unlawful. The Offer is not being made in,
nor will deposits be accepted in, any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, the Offeror may, in its sole discretion, take such action
as it may deem necessary to extend the Offer in any such jurisdiction.
The Offer is made to holders in France of Alcan common shares admitted to
trading on Euronext-Paris. An announcement including the main information
relating to the Offer documents has been prepared and released pursuant to
article 231-24 of the AMF General Regulation and contains information relating
to how and in which time limit Alcan shareholders residing in France can accept
this Offer. The offer document and the announcement prepared pursuant to article
231-24 of the AMF General Regulation, as amended on 17 September 2007, 23 and 24
October 2007 are available free of charge to the holders of Alcan Shares
registered with Euroclear France who request it from Citi France, Global
Transaction Services, Operations department, 19 le Parvis la Defense 7, 92073
Paris la Defense. They are also available on the internet at the following
address: www.computershare.com/Rio-AlcanFrenchofferdocument.
The Offer is made to holders in Belgium of Alcan common shares and/or
certificates admitted to trading on Euronext Brussels (the 'IDRs'). A Belgian
supplement, addressing issues specific to holders of Alcan common shares and/or
IDRs in Belgium (the 'Belgian Supplement') was approved by the Belgian Banking,
Finance and Insurance Commission (the 'BFIC') on 2 August 2007. A notice of
extension of the Offer was approved by the BFIC on 18 September 2007 (the 'First
Supplement'). A second notice of extension of the Offer was approved by the BFIC
on 23 October 2007 (the 'Second Supplement'). The offer document, the Belgian
Supplement , the First Supplement and the Second Supplement are available free
of charge to the investors in Belgium who request it from the Belgian branch of
Citibank International plc, Department GTS Operations, 4th floor, boulevard
General Jacques 263G, 1050 Brussels. They are also available on the internet at
the following address: www.computershare.com/Rio-AlcanBelgianofferdocument
This information is provided by RNS
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