10th Oct 2005 09:08
Rio Tinto PLC10 October 2005 Rio Tinto's 68.4 per cent owned subsidiary, Energy Resources of Australia (ERA),issued the following news release in Australia today. ERA announces capital restructure Energy Resources of Australia Ltd (ERA) announced today that the holders of allunlisted "B" and "C" class shares (Cameco, COGEMA and JAURD - see below) haveagreed to convert their shares to "A" class shares. ERA's "A" class shares arequoted on ASX. Upon conversion of the "B" and "C" class shares, ERA will seekquotation of the new "A" class shares on ASX. In accordance with ERA'sConstitution, each "B" and "C" class share will convert to one "A" class shareand will rank equally with all other "A" class shares. If quotation is approved, the number of ERA's shares quoted on ASX will increaseto 190,737,934 which will comprise all of ERA's issued capital. On conversion of the "B" and "C" class shares to "A" class shares, the directorsappointed by the "B" and "C" class shareholders will automatically cease to bedirectors of ERA under ERA's constitution. Rio Tinto Limited, through its wholly owned subsidiaries Peko-Wallsend Pty Ltdand North Limited, holds 130,450,104 "A" class shares (representing 68.39 percent of ERA's issued capital). The balance of the "A" class shares (being12,415,341 shares, representing 6.51 per cent of the company) are held by publicshareholders. Details of the holders of the "B" and "C" class shares are: • the Canadian group Cameco Corporation through Cameco ResourcesAustralia Pty Ltd (holding 12,769,348 "B" class shares, representing 6.69 percent of ERA's issued capital), • the French group COGEMA through Interuranium Australia Pty Ltd(holding 14,804,120 "B" class shares, representing 7.76 per cent of ERA'sissued capital), and • Japan Australia Uranium Resource Development Company Limited (JAURD)of Japan (holding 20,299,020 "C" class shares, representing 10.64 per cent ofERA's issued capital). ERA has been informed by Cameco, COGEMA and JAURD that they currently intend tosell their "A" class shares once they are quoted on ASX. The intention is forthe sale to be undertaken through a single offer to professional investors to bemade by the end of November this year. The "B" and "C" class shareholders, the Rio Tinto shareholders and ERA haveagreed, with immediate effect, to terminate their existing Shareholders'Agreement in relation to ERA. ERA, the Rio Tinto shareholders and JAURD have also entered into a CooperationAgreement pursuant to which ERA and the Rio Tinto shareholders have agreed togrant certain rights to JAURD with effect from the termination of theShareholders' Agreement, including the following: • while the Rio Tinto shareholders hold more than 50 per cent and JAURDholds at least 7.5 per cent of the shares in ERA, the Rio Tinto shareholdershave agreed to support the appointment of one JAURD nominee to the ERA Board andthe continuation of ERA's current dividend policy; and • while JAURD holds at least 10 per cent of the shares in ERA, in theevent that ERA proposes to issue additional securities to investors, ERA hasagreed to offer such number of additional securities to JAURD on the same termsso that, if JAURD accepts the offer, JAURD's shareholding will not fall below 10per cent. For further information, please contact: LONDON AUSTRALIA Media Relations Media Relations Maria Darby Walker Ian Head Office: +44 (0) 20 7753 2305 Office: +61 (0) 3 9283 3620 Mobile: +61 (0) 408 360 101 Investor Relations Investor Relations 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 Richard Brimelow Susie Creswell Office: +44 (0) 20 7753 2326 Office: +61 (0) 3 9283 3639 Mobile: +44 (0) 7753 783 825 Mobile: +61 (0) 418 933 792 Website: www.riotinto.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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