12th Feb 2008 07:00
BHP Billiton PLC12 February 2008 12 February 2008To: Australian Securities Exchange cc: New York Stock Exchange London Stock Exchange JSE Limited Swiss Stock Exchange Deutsche Bank UBS Zurich For Announcement to the Market In accordance with Listing Rule 3.17 of the Australian Securities Exchange,please find attached a letter from the Chairman to BHP Billiton shareholdersregarding the recently announced pre-conditional offer for Rio Tinto Limited andRio Tinto Plc. Jane McAloonGroup Company Secretary 7 February 2008 Shareholder Address Line1Shareholder Address Line2Shareholder Address Line3Shareholder Address Line4Shareholder Address Line5Shareholder Address Line6 Dear Shareholder (s) You will have seen a great deal of press coverage recently of the proposal wemade in early November to the Board of Rio Tinto to combine BHP Billiton and RioTinto. Extensive consultations with the shareholders and stakeholders of bothRio Tinto and BHP Billiton since that time have indicated a clear understandingof the logic of the combination. On 6 February 2008 we formalised that proposal by making an offer to Rio Tintoshareholders to combine with BHP Billiton by offering 3.4 BHP Billiton sharesfor each Rio Tinto share. Bringing these two great companies together will provide a unique opportunity tounlock value for both BHP Billiton and Rio Tinto shareholders. The two companieseach have: • outstanding portfolios of large-scale, low-cost, long-life assets that are highly complementary • common strategies • a similar asset mix and quality • a shared commitment to health, safety and the environment; and • a similar heritage, culture and values. The combination would be without comparison in the natural resources industryand would position the combined company to meet the demands of customers,including in both China and India. In reaching the decision to make an offer for Rio Tinto, your Board was focussedon the creation of value for BHP Billiton shareholders and I am pleased to saythat your Board is convinced that BHP Billiton will derive enhanced earningsfrom: • a strengthened asset portfolio • superior future growth options • greater exposure to quality assets in the resources sector; and • a pro rata share in the unique and significant value unlocked by the combination. The offers we have made are subject to pre-conditions relating to merger controland necessary regulatory approvals in a number of jurisdictions and this processwill take some time. We will work closely and constructively with all keyregulators to assist with their review. Your Board is satisfied that the offer we have made is both compelling andresponsible and, very importantly, is value enhancing for you. We have beenpatient and disciplined to date and will continue to be so. Your approval for the combination will be sought in due course and I willcontinue to update you on the offer as it proceeds. In the meantime I invite youto call our shareholder help line on the numbers below should you have anyquestions regarding the offer. On behalf of the Board I thank you for your ongoing support of BHP Billiton; itis a wonderful company that has an exceptional future. Yours sincerely Don ArgusChairman Australia toll free: 1300 766 363 (for callers outside Australia & NewZealand dial +61 3 9415 4365) New Zealand toll free: 0800 668 228 EU toll free, including the UK*: 00 800 6520 6520 (for callers outside the EUdial +44 117 378 5973) *Note the European Union Free Call number is applicable for callers from thefollowing countries - UK, Austria, Belgium, Denmark, Finland, France, Germany,Ireland, Italy, Netherlands, Norway, Spain, Sweden and Switzerland. South Africa toll free: 0800 202 361 (for callers outside South Africa dial+27 11 3730004) United States toll free: 800 339 1045 (for BHP Billiton ADR holders callingoutside of the United States dial +1 212 440 9800) The directors of BHP Billiton accept responsibility for the informationcontained in this document. Having taken all reasonable care to ensure that suchis the case, the information contained in this document is, to the best of theknowledge and belief of the directors of BHP Billiton, in accordance with thefacts and contains no omission likely to affect its import. Information Relating to the US Offer for Rio Tinto plc BHP Billiton plans to register the offer and sale of securities it would issueto Rio Tinto plc US shareholders and Rio Tinto plc ADS holders by filing withthe U.S. Securities and Exchange Commission (the "SEC") a Registration Statement(the "Registration Statement"), which will contain a prospectus ("Prospectus"),as well as other relevant materials. No such materials have yet been filed. Thiscommunication is not a substitute for any Registration Statement or Prospectusthat BHP Billiton may file with the SEC. U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OFRIO TINTO PLC ADSs ARE URGED TO READ ANY REGISTRATION STATEMENT, PROSPECTUS ANDANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDINGTHE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSEDOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION. Investors and security holders will be able to obtain a free copy of theRegistration Statement and the Prospectus as well as other relevant documentsfiled with the SEC at the SEC's website (http://www.sec.gov), once suchdocuments are filed with the SEC. Copies of such documents may also be obtainedfrom BHP Billiton without charge, once they are filed with the SEC. Information for US Holders of Rio Tinto Limited Shares BHP Billiton Limited is not required to, and does not plan to, prepare and filewith the SEC a registration statement in respect of the Rio Tinto Limited Offer.Accordingly, Rio Tinto Limited shareholders should carefully consider thefollowing: The Rio Tinto Limited Offer will be an exchange offer made for the securities ofa foreign company. Such offer is subject to disclosure requirements of a foreigncountry that are different from those of the United States. Financial statementsincluded in the document will be prepared in accordance with foreign accountingstandards that may not be comparable to the financial statements of UnitedStates companies. Information Relating to the US Offer for Rio Tinto plc and the Rio Tinto LimitedOffer for Rio Tinto shareholders located in the US It may be difficult for you to enforce your rights and any claim you may havearising under the U.S. federal securities laws, since the issuers are located ina foreign country, and some or all of their officers and directors may beresidents of foreign countries. You may not be able to sue a foreign company orits officers or directors in a foreign court for violations of the U.S.securities laws. It may be difficult to compel a foreign company and itsaffiliates to subject themselves to a U.S. court's judgment. You should be aware that BHP Billiton may purchase securities of either RioTinto plc or Rio Tinto Limited otherwise than under the exchange offer, such asin open market or privately negotiated purchases. BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209Registered in Australia Registered in England and WalesRegistered Office: Level 27, 180 Lonsdale Street Melbourne Registered Office: Neathouse Place London SW1V 1BH UnitedVictoria 3000 KingdomTelephone +61 1300 554 757 Facsimile +61 3 9609 3015 Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111 The BHP Billiton Group is headquartered in Australia This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BHP GroupRio Tinto