1st Feb 2008 07:28
Shining Prospect Pte Ltd01 February 2008 FOR IMMEDIATE RELEASE 1 FEBRUARY, 2008 Chinalco and Alcoa Acquisition of a stake in Rio Tinto plc Shining Prospect Pte. Ltd. ("SPPL"), a Singapore based entity wholly owned byChinalco and into which Alcoa has committed US$1.2 billion by way of aconvertible instrument, today announces that it has acquired c. 12 per cent. ofRio Tinto plc's existing share capital*. Chinalco and Alcoa also confirm that they do not currently intend to make anoffer for Rio Tinto plc but, for the purposes of Rule 2.8 and other relevantprovisions of the City Code on Takeovers and Mergers (the "City Code"), Chinalcoand Alcoa reserve the right to announce an offer or possible offer or make orparticipate in an offer or possible offer for Rio Tinto plc and/or take anyother action which would otherwise be restricted under Rule 2.8 of the City Codewithin the next six months, in the event that: (i) an agreement or recommendation from the board of Rio Tinto plcis or will be forthcoming; or (ii) there is an announcement by a third party other than BHPBilliton, of a possible offer or a firm intention to make an offer for Rio Tintoplc or Rio Tinto plc announces that it has received an approach in relation to apossible offer from a third party other than BHP Billiton; or (iii) BHP Billiton announces a firm intention, on improvedconsideration terms from its initial proposal, to make an offer for Rio Tintoplc whether or not subject to any pre-conditions or revises the terms of anysuch offer; or (iv) Rio Tinto plc undertakes or announces an intention to undertakeany acquisition or disposal of a material amount (where "material amount" is asdefined in Rule 21.1 of the City Code), or any material recapitalisation, otherthan the current purchase of its own shares pursuant to the authority granted atthe annual general meeting of Rio Tinto plc on 13 April 2007 (where "material"is defined as 10% or more of the combined market capitalisation of Rio Tinto plcand Rio Tinto Limited as at the close of business on the date of thisannouncement); or (v) Rio Tinto plc announces a "whitewash" proposal for the purposesof Rule 9 of the City Code or a reverse takeover; or (vi) there is a material change of circumstances. Commenting on the acquisition, President Xiao Yaqing said: "Our acquisition of a significant strategic stake in Rio Tinto plc todayreflects our confidence in the long term prospects for the rapidly evolvingglobal mining sector. We have confidence in the fundamental value of the Rio Tinto Group and themanagement's strong ability to realise that value for shareholders. This strategic commitment underlines Chinalco's determination to increase anddiversify its exposure to the sector and to be well positioned within thischanging industry landscape." Alain Belda, Chairman and CEO of Alcoa, said: "We have long believed that Rio Tinto has a world-class portfolio of assets andis very well positioned to prosper in the current mining cycle. This investment,made in partnership with Chinalco, allows us to mutually benefit fromdevelopments in the sector. We have known Chinalco for many years, dating backto our participation in the successful launch of Chalco's IPO, and are lookingforward to this new venture." * This includes an interest of c. 0.6 per cent. held by way of a derivativeinstrument. Background to Chinalco Chinalco is a diversified metals and mining company based in Beijing, China.Chinalco is one of the largest diversified metals and mining companies in Chinaand is engaged in exploration, mining and downstream processing of mineralresources including bauxite, alumina, aluminum, copper, as well as othernonferrous and rare metals. Chinalco is the largest alumina and primary aluminumproducer in China and one of the leading alumina and primary aluminum producersin the world. Headquartered in Beijing and founded in 2001, Chinalco has operations across 21provinces in China with subsidiaries/offices in 9 countries across 5 continentsincluding operations and investments in Australia, Canada, Peru, Fiji andGuinea. Chinalco employs 221,000 people and for the 2007 financial year hadtotal expected sales of US$18.3 billion with profits of US$2.99 billion. Chinalco's largest asset is a 38.56% stake in Chalco which is listed on the NewYork, Hong Kong, and Shanghai stock exchanges. Chalco has a marketcapitalisation of more than US$50 billion and had revenues of over US$8 billionin 2006. More information can be found at www.chinalco.com.cn Background to Alcoa Alcoa is the world's leading producer and manager of primary aluminum,fabricated aluminum and alumina facilities, through its growing position in allmajor aspects of the industry. Alcoa serves the aerospace, automotive,packaging, building and construction, commercial transportation and industrialmarkets, bringing design, engineering, production and other capabilities ofAlcoa's businesses to customers. In addition to aluminum products and componentsincluding flat-rolled products, hard alloy extrusions, and forgings, Alcoa alsomarkets Alcoa(R) wheels, fastening systems, precision and investment castings,structures and building systems. The Company has 107,000 employees in 44countries and has been named one of the top most sustainable corporations in theworld at the World Economic Forum in Davos, Switzerland. Alcoa is listed on NYSEand has a market value of approximately US$27 billion. More information can befound at www.alcoa.com Lehman Brothers and China International Capital Corporation acted as financialadvisors to Chinalco and SPPL. Enquiries: Chinalco + 86 10 82 29 85 08Lv Youqing Alcoa + 1 724 422 78 44Kevin Lowery Lehman Brothers International (Europe) Limited + 44 (0)20 7102 1000LondonNick WilesAdrian MeeSamuel BertrandBeijing + 852 2252 6000Zhizhong YangHong Kong Anthony Steains + 852 2252 6000Colin Banfield China International Capital Corporation + 86 10 65 05 11 66Yicheng Xu The Maitland Consultancy + 44 (0)20 7379 5151Philip GawithLiz Morley Financial & Corporate Relations Pty Limited (FCR) + 61 292 351 666Anthony TregoningAshley Rambukwella The Abernathy McGregor Group Inc. + 1 212 371 5999Winnie LernerTom Johnson This announcement is not intended to, and does not, constitute or form part ofany offer, invitation or the solicitation of an offer to purchase, otherwiseacquire, subscribe for, sell or otherwise dispose of, any securities whetherpursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities law of any such jurisdiction. Lehman Brothers International (Europe) is advising Chinalco and SPPL and no-oneelse in relation to the matters contained in this announcement and will not beresponsible to anyone other than Chinalco and SPPL for providing the protectionsafforded to clients of Lehman Brothers International (Europe) or for providingadvice in relation to the matters contained in this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BHP GroupRio Tinto