Rio Tinto requests deadline
Rio Tinto PLC
11 December 2007
Rio Tinto requests deadline for BHP Billiton bid
11 December 2007
Rio Tinto confirms that it has applied to the UK Takeover Panel Executive for a
ruling under Rule 2.4(b) of the UK Takeover Code in relation to the proposal by
BHP Billiton to acquire Rio Tinto, as announced by Rio Tinto on 8 November 2007.
Such a ruling, if made, would set a deadline by which BHP Billiton must,
unless the Takeover Panel Executive consents otherwise, either announce a firm
intention to make an offer for Rio Tinto plc under Rule 2.5 of the UK Takeover
Code or announce that it does not intend to make an offer for Rio Tinto plc. If
BHP Billiton announces that it does not intend to make an offer for Rio Tinto
plc, BHP Billiton and any person acting in concert with it will, except with the
consent of the Takeover Panel Executive, be bound by the restrictions contained
in Rule 2.8 of the Takeover Code for six months from the date of such
announcement.
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.
This Announcement
This announcement is being made without the agreement or approval of BHP
Billiton. A further announcement will be made as and when appropriate. There can
be no certainty that any offer will be made nor as to the terms on which any
offer may be made.
Dealing Disclosure requirements
Under the provisions of Rule 8.3 of 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 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.
For further information, please contact:
Media Relations, London Media Relations, Australia
Christina Mills Ian Head
Office: +44 (0) 20 7781 1154 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 7781 1138 Office: +61 (0) 3 9283 3627
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349
Media Relations, US
Nancy Ives
Mobile: +1 619 540 3751
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
David Ovington 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
This information is provided by RNS
The company news service from the London Stock Exchange