Offer for Rio Tinto - Part 1

6th Feb 2008 07:59

BHP Billiton PLC06 February 2008 Number 07/08 For Immediate Release 6 February 2008 Not for release, publication or distribution in or into Japan BHP BILLITON OFFER FOR RIO TINTO BHP Billiton Announces Offer of 3.4 BHP Billiton Shares per Rio Tinto Share to Create the World's Premier Diversified Resources Company The Board of BHP Billiton today announced an offer for all of the shares in RioTinto Limited and Rio Tinto plc. The combination of BHP Billiton and Rio Tintowill create the world's premier diversified natural resources company with aunique opportunity to unlock value for shareholders: - Unparalleled exposure to the same key mineral basins will create significantvalue by optimising production efficiencies and delivering greater volumes on anaccelerated basis to meet growing demand; - Creation of substantial value through quantified synergies and benefitswhich are expected to contribute a total incremental EBITDA of US$3.7 billionnominal per annum within seven years of completion of the Acquisition; - Efficient development of the next generation of large-scale projects in newregions for the benefit of its customers, the communities in which it operates,and its shareholders; and - A world-class management and operational team with strength and depth acrossall levels of the organisation with a commitment to the pursuit of excellenceand the highest standards in safety and sustainability and a focus on globalbest practice in community and the environment. This value will only be unlocked if the Offers are successful. BHP Billiton's offer will deliver to Rio Tinto shareholders: - 3.4 BHP Billiton shares for each Rio Tinto share; - Approximately 44 per cent of the Enlarged Group compared with approximately36 per cent based on the market capitalisations of the companies prior to theapproach by BHP Billiton to Rio Tinto on 1 November 2007; and - A 45 per cent premium to the Rio Tinto share price prior to the approach. The Offers contain a minimum acceptance condition requiring acceptances relatingto more than 50 per cent of the publicly-held shares in each of Rio TintoLimited and Rio Tinto plc. BHP Billiton also proposes a buy-back of up to US$30billion within one year of completing the Acquisition if its 3.4 for one offeris successful. BHP Billiton firmly believes that the combination creates value for existing BHPBilliton shareholders who will own approximately 56 per cent of the EnlargedGroup. Further, cash flow and earnings per share will be accretive from thefirst full fiscal year following completion (after adjusting for the proposedshare buyback and excluding depreciation on the write-up of Rio Tinto's assets). This release is intended to be a summary only and should be read in conjunctionwith the full text of the attached Announcement, including Appendices, wheremore detailed information about the Offers (including definitions) can be found. Contacts:Australia United KingdomDon Carroll, Investor Relations Andre Liebenberg, Investor RelationsTel: +61 3 9609 2686 Mobile: +61 417 591 938 Tel: +44 20 7802 4131 Mobile: +44 7920 236 974Email: [email protected] Email: [email protected] Samantha Evans, Media Relations Illtud Harri, Media RelationsTel: +61 3 9609 2898 Mobile: +61 400 693 915 Tel: +44 20 7802 4195 Mobile: +44 7920 237 246Email: [email protected] Email: [email protected] United States South AfricaTracey Whitehead, Investor & Media Relations Alison Gilbert, Investor RelationsTel: US +1 713 599 6100 or UK +44 20 7802 4031 Tel: SA +27 11 376 2121 or UK +44 20 7802 4183Mobile: +44 7917 648 093 Mobile: +44 7769 936 227Email: [email protected] Email: [email protected] For Immediate Release 6 February 2008 Not for release, publication or distribution in or into Japan BHP BILLITON OFFER FOR RIO TINTO BHP Billiton Limited Offers for Rio Tinto Plc and for Rio Tinto Limited The Board of BHP Billiton announces an offer for Rio Tinto of 3.4 BHP Billitonshares for each Rio Tinto share, which, if successful, would create the world'spremier diversified resources company. BHP Billiton believes this is compellingto shareholders of both Rio Tinto and BHP Billiton, unlocking significant valuenot available to either company on a stand-alone basis whilst allowing Rio Tintoshareholders to participate in the Enlarged Group. Both BHP Billiton and Rio Tinto are dual listed companies (DLCs) with separatelisted parent entities in the United Kingdom (BHP Billiton Plc and Rio Tintoplc) and Australia (BHP Billiton Limited and Rio Tinto Limited). BHP BillitonLimited is making inter-conditional Offers for all of the Rio Tinto plc and RioTinto Limited shares. On 8 November 2007 BHP Billiton announced it had approached Rio Tinto (on 1November 2007) to propose combining the groups through two inter-conditionalschemes of arrangement. Extensive consultations with the shareholders andstakeholders of both Rio Tinto and BHP Billiton have indicated a clearunderstanding of the industrial logic of such a combination and assisted BHPBilliton in determining the terms of the Offers being made today to theshareholders of Rio Tinto. These terms represent compelling value for Rio Tintoshareholders and a substantial increase over the initial proposal made to theBoard of Rio Tinto. The Offers would give Rio Tinto shareholders: - A 45 per cent premium(1), which the Board of BHP Billiton believes isattractive for an equity offer in this sector; - Ongoing participation in the world's premier diversified resources company; - Approximately 44 per cent of the Enlarged Group, compared to approximately36 per cent based on the market capitalisations prior to the approach by BHPBilliton to Rio Tinto(2); and - A share of ongoing synergies not available to either company alone. Since 1 November 2007 BHP Billiton has continued to seek the support andrecommendation of the Board of Rio Tinto. However, to date, Rio Tinto hasrefused to enter into discussions with BHP Billiton and, as a result, BHPBilliton now believes it is appropriate to make an offer directly to Rio Tintoshareholders and is today announcing the terms of its Offers which represent asignificant improvement to the terms of the proposal made to the Board of RioTinto in November. Commenting on the Acquisition, Don Argus, the Chairman of BHP Billiton, said: "This combination of two industry-leading companies provides a uniqueopportunity to create a truly unparalleled resources company. Whilst both BHPBilliton and Rio Tinto have proven strategies and excellent future growthprospects on a stand-alone basis, a combined entity would be able to unlocksignificant additional value for both sets of shareholders and be in anunparalleled position to capitalise on future opportunities. BHP Billiton andRio Tinto already share many important characteristics such as an overridingcommitment to safety, community and sustainability. "We are firmly of the view that the terms of the offer announced today arecompelling and reflect our absolute conviction in the strength of thiscombination which has convinced us to make this offer directly to Rio Tinto'sshareholders." Commenting on the Acquisition, Marius Kloppers, Chief Executive Officer of BHPBilliton, said: "The logic of this transaction is well understood; a combination would provideopportunities to exploit quantified synergies and benefits worth US$3.7 billionper annum, which would otherwise be unavailable to both sets of shareholders. Acombined company would also create the world's premier diversified resourcescompany with both sets of shareholders being offered an opportunity to be partof a truly great global growth story." BHP Billiton's offer to acquire Rio Tinto BHP Billiton's offer to acquire Rio Tinto provides the following: - Consideration of 3.4 BHP Billiton shares for each Rio Tinto share; - Total consideration to Rio Tinto shareholders of: • US$173.6 billion, based on the closing share prices of BHP BillitonLimited and BHP Billiton Plc on 31 October 2007 (the last date prior to BHPBilliton's approach to Rio Tinto); and • US$147.4 billion, based on the closing share prices of BHP BillitonLimited and BHP Billiton Plc on 4 February 2008 (the last practicable date priorto this Announcement). BHP Billiton has set the minimum acceptance condition such that it only needs toreceive acceptances in respect of more than 50 per cent of the publicly-heldshares in each of Rio Tinto plc and Rio Tinto Limited. Rio Tinto plc Offer BHP Billiton's offer for Rio Tinto plc will be structured as an offer by BHPBilliton Limited: - Consideration of 3.4 BHP Billiton shares for each Rio Tinto plc Share; - Consideration of 80 per cent BHP Billiton Plc Shares and 20 per cent BHPBilliton Limited Shares, with a Mix and Match Facility; and - Free Share Sale Facility in relation to New BHP Billiton Limited Shares forRio Tinto plc Shareholders who hold fewer than 25,000 Rio Tinto plc Shares. This values each Rio Tinto plc Share at approximately £63.79, giving a totalconsideration to Rio Tinto plc Shareholders of approximately £63.6 billion basedon closing prices on 31 October 2007. BHP Billiton reserves the right to implement the Rio Tinto plc Offer by way of ascheme of arrangement for Rio Tinto plc and to otherwise amend the terms of theRio Tinto plc Offer, subject to the UK Code. Rio Tinto Limited Offer BHP Billiton's offer for Rio Tinto Limited will be structured as an offer by BHPBilliton Limited: - Consideration of 3.4 New BHP Billiton Limited Shares for each Rio TintoLimited Share. This values each Rio Tinto Limited Share at approximately A$156.74, giving atotal consideration to Rio Tinto Limited Shareholders of approximately A$44.8billion based on closing prices on 31 October 2007. BHP Billiton reserves the right to implement the Rio Tinto Limited Offer by wayof a scheme of arrangement for Rio Tinto Limited or to otherwise amend the termsof the Rio Tinto Limited Offer in a way which is not substantially lessfavourable to Rio Tinto Limited shareholders, subject to the AustralianCorporations Act. Proposed share buyback If BHP Billiton's offer is successful(3), BHP Billiton proposes to pursue acapital management programme to maintain a single A rating and return up toUS$30 billion to shareholders through a share buyback within 12 months ofcompleting the Acquisition. A compelling combination BHP Billiton believes that together Rio Tinto and BHP Billiton would be anunparalleled strategic fit in terms of asset mix and quality, and culture: - The Enlarged Group would be without comparison in the diversified naturalresources industry in terms of capacity to develop the projects required to meetthe growing demand for resources; - The combination reinforces BHP Billiton's and Rio Tinto's strategies ofowning upstream, long-life, low-cost, expandable assets diversified by commodityand geography; - The combination would create a unique organisation with a world-classmanagement and operational team that will realise further benefits fromcorporate renewal and maintain strong focus on global best practice in safety,community and sustainability; and - The Offers preserve the advantages of the DLC structure by permittingshareholders to participate in the Enlarged Group in both markets. Unlocking value BHP Billiton's and Rio Tinto's unparalleled exposure to overlapping mineralbasin positions is expected to unlock significant opportunities for valuecreation by: - Optimising production efficiencies at current assets; - Delivering embedded growth options within current portfolios; and - Accelerating future opportunities within the combined pipeline. These opportunities would not be available to either BHP Billiton or Rio Tintoon their own. Significant quantified synergies The combination of BHP Billiton and Rio Tinto is expected to create substantialvalue through quantified synergies and benefits which are expected to contributea total incremental EBITDA of US$3.7 billion nominal per annum within sevenyears of completion of the Acquisition. In particular, BHP Billiton expects: - US$1.7 billion nominal per annum of cost savings in the third full yearfollowing completion, achieved through removal of duplication as well asprocurement and operating efficiency savings; and - Further EBITDA enhancement of US$2.0 billion nominal per annum in theseventh full year following completion, driven primarily by the acceleration ofvolumes to customers. An all-share offer allowing continued participation by Rio Tinto shareholders The Acquisition is structured as an all-share transaction, allowing Rio Tintoshareholders to participate in the Enlarged Group and gain exposure to theworld's premier diversified natural resources company with its strengthenedasset portfolio and greater diversification. Rio Tinto shareholders would benefit from the premium implied by the Offers andownership of approximately 44 per cent of the Enlarged Group. It is expected that UK capital gains tax rollover relief will be available to UKresident shareholders accepting the Rio Tinto plc Offer in respect of their NewBHP Billiton Plc Shares and New BHP Billiton Limited Shares subject toapproximately 70 per cent acceptances under the Rio Tinto plc Offer. If BHP Billiton Limited is able to proceed with the compulsory acquisition ofany remaining Rio Tinto Limited Shares, BHP Billiton Limited expects capitalgains tax rollover relief to be available to Australian resident shareholdersaccepting the Rio Tinto Limited Offer. Given the size of the Rio Tinto Limited Cross-holding, to reach the compulsoryacquisition thresholds in relation to Rio Tinto Limited: (A) some or all of this holding will need to be accepted into the Rio TintoLimited Offer by Rio Tinto plc; or (B) ASIC will need to provide relief from the Australian Corporations Act. ASIC has indicated that it would consider an application for this relief on itsmerits if it becomes apparent that the Rio Tinto Limited Cross-holding has aclear defensive effect. Deliverable Offers The Offers are subject to Pre-conditions relating to merger control andregulatory approvals in a number of jurisdictions. Applications to the relevantregulatory authorities have not yet been made although substantivepre-notification discussions with the European Commission are underway.Contacts have also been made with a number of other regulators and formalnotifications will follow in due course. BHP Billiton believes thatsatisfactory clearances should be achievable. Enhanced earnings, cash flow and strong capital structure The Enlarged Group will deliver enhanced earnings and cash flow, allowing moreefficient balance sheet management for the benefit of shareholders: - The Acquisition is expected to be accretive to BHP Billiton's earnings pershare (after adjusting for the proposed share buyback and excluding depreciationon the write-up of Rio Tinto's assets) and cash flow per share (after adjustingfor the proposed share buyback) from the first full fiscal year followingcompletion of the Acquisition; - It is BHP Billiton's intention to maintain a single A rating for theEnlarged Group, with financial flexibility to return significant capital in thefuture; - In line with this target, and if the Offers are successful(4), BHP Billitonproposes to return up to US$30 billion to shareholders through a share buybackwithin 12 months of completion of the Acquisition; - The proposed share buyback and any refinancing of Rio Tinto's remainingborrowings will be funded through a combination of a committed bank financingfacility of US$55 billion, together with cash flow from operations, assetdisposals and, if required, debt financing; and - BHP Billiton intends to maintain its current progressive dividend policyfollowing completion of the Acquisition. This summary should be read in conjunction with the full text of the attachedAnnouncement, including the Appendices. Goldman Sachs International and Gresham Partners are acting as principalfinancial advisers to BHP Billiton in relation to the Offers. BNP Paribas SA ("BNP Paribas"), Citigroup Global Markets Limited ("Citi"), HSBCBank plc ("HSBC"), Lazard & Co., Limited ("Lazard"), Merrill Lynch Internationaland UBS (UBS Investment Bank, being UBS AG, Australia Branch and/or UBS Limited)are also providing financial advice to BHP Billiton. Barclays Capital (the investment banking division of Barclays Bank PLC); BNPParibas; Citigroup Global Markets Limited; Goldman Sachs International; HSBCBank plc; Banco Santander, S.A.; and UBS Limited are acting as Mandated LeadArrangers of the US$55 billion committed bank financing facility. Contacts:Australia United KingdomDon Carroll, Investor Relations Andre Liebenberg, Investor RelationsTel: +61 3 9609 2686 Mobile: +61 417 591 938 Tel: +44 20 7802 4131 Mobile: +44 7920 236 974Email: [email protected] Email: [email protected] Samantha Evans, Media Relations Illtud Harri, Media RelationsTel: +61 3 9609 2898 Mobile: +61 400 693 915 Tel: +44 20 7802 4195 Mobile: +44 7920 237 246Email: [email protected] Email: [email protected] United States South AfricaTracey Whitehead, Investor & Media Relations Alison Gilbert, Investor RelationsTel: US +1 713 599 6100 or UK +44 20 7802 4031 Tel: SA +27 11 376 2121 or UK +44 20 7802 4183Mobile: +44 7917 648 093 Mobile: +44 7769 936 227Email: [email protected] Email: [email protected] This Announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. Any offer, invitation or inducement to acquire or disposeof any securities of BHP Billiton Plc, BHP Billiton Limited, Rio Tinto plc and/or Rio Tinto Limited will be made solely by means of the BHP BillitonProspectus, the BHP Billiton Bidder's Statement, the Rio Tinto plc OfferDocument and associated documents expected to be published on satisfaction ofthe Pre-conditions, and any decision to keep, buy or sell shares in Rio Tintoplc or Rio Tinto Limited should be made solely on the basis of the informationcontained in such documents. In addition, BHP Billiton shareholders are urgedto read the BHP Billiton Prospectus and associated class 1 shareholder circular/explanatory statement before making any decision regarding the proposedtransaction. The BHP Billiton Prospectus, BHP Billiton Bidder's Statement, RioTinto plc Offer Document and related documents, once published, may be obtainedfrom BHP Billiton's website at www.bhpbilliton.com or on request from BHPBilliton. 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 ADR holders by filing withthe SEC a Registration Statement (the "Registration Statement"), which willcontain a prospectus ("Prospectus"), as well as other relevant materials. Nosuch materials have yet been filed. This communication is not a substitute forany Registration Statement or Prospectus that BHP Billiton may file with theSEC. U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OFRIO TINTO PLC ADRs 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 US federal securities laws, since the issuers are located in aforeign 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 US securitieslaws. It may be difficult to compel a foreign company and its affiliates tosubject themselves to a US court's judgement. You should be aware that BHP Billiton may purchase securities of Rio Tinto plcand Rio Tinto Limited otherwise than under the exchange offer, such as in openmarket or privately negotiated purchases. The Offers are not being made in or into, and are not capable of acceptance inJapan or any other jurisdiction where to do so would constitute a violation ofthe laws of such jurisdiction, or by the use of the mails or by any means orinstrumentality (including without limitation, facsimile transmission, telephoneand/or the internet) of interstate or foreign commerce, or any facility of anational securities exchange, of such jurisdiction. The Rio Tinto Limited Offer will not necessarily be registered in anyjurisdiction outside Australia (unless an applicable foreign law treats it asregistered as a result of the BHP Billiton Bidder's statement being lodged withASIC). Any Rio Tinto Limited Shareholder who wishes to accept the Rio TintoLimited Offer must first satisfy itself that such acceptance is permitted by anyforeign law applicable to that shareholder. If any authority or clearance underAustralian law is required to enable a shareholder in Rio Tinto Limited toreceive any consideration under the Rio Tinto Limited Offer, any acceptance ofthe Rio Tinto Limited Offer will not create any right to receive thatconsideration unless and until all requisite authorities or clearances have beenreceived. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for BHPBilliton as principal financial adviser and corporate broker in relation to thematters described in this Announcement and is not advising any other person andaccordingly will not be responsible to any person other than BHP Billiton forproviding the protections afforded to the customers of Goldman SachsInternational or for providing advice in relation to matters described in thisAnnouncement. Gresham Partners, which holds an Australian Financial Services Licence under theAustralian Corporations Act, is acting exclusively for BHP Billiton as principalfinancial adviser in relation to the matters described in this Announcement andwill not be responsible to anyone other than BHP Billiton for providing theprotections afforded to the clients of Gresham Partners nor for providing advicein relation to matters described in this Announcement. BNP Paribas, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is providing financial advice to BHP Billiton inrelation to the matters described in this Announcement and is not advising anyother person and accordingly will not be responsible to any person other thanBHP Billiton for providing the protections afforded to the customers of BNPParibas or for providing advice in relation to matters described in thisAnnouncement. Citi, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is providing financial advice and acting as corporate brokerto BHP Billiton in relation to the matters described in this Announcement and isnot advising any other person and accordingly will not be responsible to anyperson other than BHP Billiton for providing the protections afforded to thecustomers of Citi or for providing advice in relation to matters described inthis Announcement. HSBC, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is providing financial advice to BHP Billiton in relation tothe matters described in this Announcement and is not advising any other personand accordingly will not be responsible to any person other than BHP Billitonfor providing the protections afforded to the customers of HSBC or for providingadvice in relation to matters described in this Announcement. Lazard, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is providing financial advice to BHP Billiton in relation tothe matters described in this Announcement and is not advising any other personand accordingly will not be responsible to any person other than BHP Billitonfor providing the protections afforded to the customers of Lazard or forproviding advice in relation to matters described in this Announcement. Merrill Lynch International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is providing financial advice andacting as corporate broker to BHP Billiton in relation to the matters describedin this Announcement and is not advising any other person and accordingly willnot be responsible to any person other than BHP Billiton for providing theprotections afforded to the customers of Merrill Lynch International or forproviding advice in relation to matters described in this Announcement. UBS Investment Bank is providing financial advice to BHP Billiton in relation tothe matters described in this Announcement and is not advising any other personand accordingly will not be responsible to any person other than BHP Billitonfor providing the protections afforded to the clients of UBS or for providingadvice in relation to matters described in this Announcement. The banks participating in the committed bank financing facility of US$55billion are as follows: As Mandated Lead Arranger: Barclays Capital (the investment banking division ofBarclays Bank PLC); BNP Paribas; Citigroup Global Markets Limited; Goldman SachsInternational; HSBC Bank plc; Banco Santander, S.A.; and UBS Limited. As Underwriter: Barclays Bank PLC; BNP Paribas; Citibank N.A., London Branch;Goldman Sachs Credit Partners L.P.; HSBC Bank plc; Banco Santander, S.A.; andUBS AG, London Branch. It is possible that this Announcement could or may contain forward-lookingstatements that are based on current expectations or beliefs, as well asassumptions about future events. Reliance should not be placed on any suchstatements because of their very nature, they are subject to known and unknownrisks and uncertainties and can be affected by other factors that could causeactual results, and BHP Billiton's plans and objectives, to differ materiallyfrom those expressed or implied in the forward-looking statements. None of the statements concerning expected cost savings and volume-drivenbenefits (and resulting incremental EBITDA) and earnings per share accretion inthis Announcement should be interpreted to mean that the future earnings pershare of the Enlarged Group for current or future financial years willnecessarily match or exceed the historical or published earnings per share ofBHP Billiton, and the actual cost savings and volume-driven benefits (andresulting EBITDA enhancement) may be materially greater or less than estimated. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward-looking statements. Among thefactors that could cause actual results to differ materially from thosedescribed in the forward-looking statements are BHP Billiton's ability tosuccessfully combine the businesses of BHP Billiton and Rio Tinto and to realiseexpected synergies from that combination, changes in the global, political,economic, business, competitive, market and regulatory forces, future exchangeand interest rates, changes in tax rates and future business combinations ordispositions. BHP Billiton does not undertake any obligation (except as required by law, theListing Rules of ASX Limited or the rules of the UK Listing Authority and theLondon Stock Exchange) to revise or update any forward-looking statementcontained in this Announcement, regardless of whether those statements areaffected as a result of new information, future events or otherwise. Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in one per cent ormore of any class of "relevant securities" of any of BHP Billiton Plc, BHPBilliton Limited, Rio Tinto plc or Rio Tinto Limited, all "dealings" in any "relevant securities" of that company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 pm (London time) on the London businessday following the date of the relevant transaction. The relevant disclosure must include details of all "interests" or "dealings" inany class of "relevant securities" of the other company which is part of its DLCstructure. Therefore, if, for example, a disclosure is being made in respect ofa dealing in securities of BHP Billiton Plc, an accompanying disclosure mustalso be made of interests or short positions held in securities of BHP BillitonLimited, even if the person's interest or short position is less than one percent of the relevant class. The same approach should be adopted in respect ofsecurities of Rio Tinto plc and Rio Tinto Limited. Therefore, each disclosureshould consist of two Rule 8.3 disclosure forms, one for the Plc arm of the DLCstructure and one for the Limited arm of the DLC structure, released as oneannouncement. This requirement will continue until the date on which the Offers become, or aredeclared, unconditional as to acceptances, lapse or are otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of BHP Billiton Plc, BHP BillitonLimited, Rio Tinto plc or Rio Tinto Limited, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of either BHP Billiton or Rio Tinto by BHP Billiton or Rio Tinto, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the UK Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on theUK Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the UK Panel. For Immediate Release 6 February 2008 Not for release, publication or distribution in or into Japan BHP BILLITON OFFER FOR RIO TINTO BHP Billiton Limited Offers for Rio Tinto Plc and for Rio Tinto Limited 1. Introduction The Board of BHP Billiton believes that it is compelling and logical to combineBHP Billiton and Rio Tinto and that the combination will deliver substantialbenefits to both BHP Billiton and Rio Tinto shareholders. In particular, theBoard believes that its Offers to acquire Rio Tinto would deliver significantlygreater benefits to the shareholders of Rio Tinto than Rio Tinto could otherwiseachieve on its own and, due to the all-share nature of the Offers, allow RioTinto shareholders to participate in the underlying assets of both groups.Following completion of the Acquisition, Rio Tinto shareholders would ownapproximately 44 per cent of the Enlarged Group compared to the approximately 36per cent level represented by the market capitalisations of the companies priorto the approach by BHP Billiton to Rio Tinto and would therefore also receiveapproximately 44 per cent of all future synergies (assuming full acceptance ofthe Offers on a fully diluted basis). Since BHP Billiton's announcement on 8 November 2007 that it had made a proposalto Rio Tinto on 1 November 2007 to combine the two groups, BHP Billiton hasundertaken extensive consultations with the shareholders and stakeholders ofboth Rio Tinto and BHP Billiton which have indicated a clear understanding ofthe industrial logic of such a combination and assisted BHP Billiton indetermining the terms of the Offers being made today to the shareholders of RioTinto. These terms represent compelling value for Rio Tinto shareholders and asubstantial increase over the initial proposal made to the Board of Rio Tinto. Accordingly the Board of BHP Billiton is announcing today the terms of twointer-conditional Offers by BHP Billiton Limited for Rio Tinto plc and Rio TintoLimited. This Announcement relates to both the Rio Tinto plc Offer and the RioTinto Limited Offer. 2. The Rio Tinto plc Offer The Rio Tinto plc Offer will be structured as an offer by BHP Billiton Limitedfor Rio Tinto plc: - 3.4 BHP Billiton shares for each Rio Tinto plc Share; - Basic entitlement to 80 per cent BHP Billiton Plc Shares and 20 per cent BHPBilliton Limited Shares; - Mix and Match Facility; and - Free Share Sale Facility for New BHP Billiton Limited Shares for Rio Tintoplc Shareholders who hold fewer than 25,000 Rio Tinto plc Shares. The Mix and Match Facility would allow Rio Tinto plc Shareholders to elect toreceive a higher proportion of New BHP Billiton Plc Shares or New BHP BillitonLimited Shares than the basic entitlement affords. However, the total number ofNew BHP Billiton Plc Shares and New BHP Billiton Limited Shares to be issued toRio Tinto plc Shareholders in aggregate under the Rio Tinto plc Offer will notbe varied as a result of elections made under the Mix and Match Facility. Accordingly, BHP Billiton Limited's ability to satisfy elections made by RioTinto plc Shareholders under the Mix and Match Facility will depend upon otherRio Tinto plc Shareholders making offsetting elections. To the extent thatelections for New BHP Billiton Plc Shares or New BHP Billiton Limited Sharescannot be satisfied in full, they will be scaled back on a pro rata basis. As a result, any Rio Tinto plc Shareholder who makes a valid election to receivemore than his/her basic entitlement to either New BHP Billiton Limited Shares orNew BHP Billiton Plc Shares will not know the exact proportion of New BHPBilliton Limited Shares and New BHP Billiton Plc Shares he/she will receiveuntil settlement of his/her consideration under the Rio Tinto plc Offer. Any Rio Tinto plc Shareholder who does not make an election under the Mix andMatch Facility will receive 80 per cent New BHP Billiton Plc Shares and 20 percent New BHP Billiton Limited Shares in accordance with the basic terms of theRio Tinto plc Offer. Further details of the Mix and Match Facility will be included in the Rio Tintoplc Offer Document to be published in connection with the Rio Tinto plc Offer. A brief description of the Share Sale Facility is given in paragraph 15 below. Rio Tinto plc Shareholders will obtain their entitlement to New BHP Billiton PlcShares through an automatic exchange mechanism whereby they will initially beissued with the appropriate number of Interim Shares which will immediately beexchanged for New BHP Billiton Plc Shares. BHP Billiton reserves the right to implement the Rio Tinto plc Offer by way of ascheme of arrangement for Rio Tinto plc or to otherwise amend the terms of theRio Tinto plc Offer, subject to the UK Code. 3. US shareholders of Rio Tinto plc The Rio Tinto plc Offer is to be made to holders of Rio Tinto plc Shares who arelocated in the US and to all holders of Rio Tinto plc ADRs, wherever located(not solely US holders of ADRs) by means of the US Offer, which forms part ofthe Rio Tinto plc Offer. The treatment of holders of Rio Tinto plc ADRs willgenerally be comparable to the treatment of holders of Rio Tinto plc Sharesdiscussed in this Announcement, except that the consideration such Rio Tinto ADRholders receive will ultimately be in the form of new BHP Billiton Limited ADRsand new BHP Billiton Plc ADRs. The terms of the US Offer will be set forth in aRegistration Statement on Form F-4 which BHP Billiton plans to file with the SECand which will need to be declared effective by the SEC prior to the issuance ofany securities pursuant to the US Offer. Acceptances under the US Offer will count towards any required thresholds underthe Rio Tinto plc Offer. 4. The Rio Tinto Limited Offer The Rio Tinto Limited Offer will be structured as an offer by BHP BillitonLimited for Rio Tinto Limited. Under the terms of the Rio Tinto Limited Offer,BHP Billiton will offer Rio Tinto Limited Shareholders 3.4 New BHP BillitonLimited Shares for each Rio Tinto Limited Share. BHP Billiton reserves the right to implement the Rio Tinto Limited Offer by wayof a scheme of arrangement for Rio Tinto Limited or to otherwise amend the termsof the Rio Tinto Limited Offer in a way which is not substantially lessfavourable to Rio Tinto Limited Shareholders, subject to the AustralianCorporations Act. 5. Value of the Offers BHP Billiton's offer to acquire Rio Tinto On the basis of the closing prices of a BHP Billiton Limited Share of A$46.10and a BHP Billiton Plc Share of £18.31 on 31 October 2007 (being the dateimmediately prior to BHP Billiton's approach to Rio Tinto), the Offersrepresent: - Total consideration of US$173.6 billion to Rio Tinto shareholders; and - A premium of 42 per cent to the combined market capitalisations of Rio TintoLimited and Rio Tinto plc on 31 October 2007 of US$122.1 billion. Based on the volume weighted average prices of BHP Billiton Limited and BHPBilliton Plc Shares for the month ended 31 October 2007, the Offers represent: - Total consideration of US$171.3 billion to Rio Tinto shareholders; and - A premium of 45 per cent to the combined volume weighted average marketcapitalisations of Rio Tinto Limited and Rio Tinto plc over the same period. Based on BHP Billiton's closing share prices on 4 February 2008 (being the lastpracticable date prior to this Announcement), the total consideration offered toshareholders of Rio Tinto Limited and Rio Tinto plc is US$147.4 billion, whichrepresents a premium of approximately 21 per cent to the combined marketcapitalisations of Rio Tinto Limited and Rio Tinto plc on 8 November 2007 and 7November 2007, respectively, being market capitalisations reflecting closingprices of Rio Tinto Limited and Rio Tinto plc shares immediately prior to BHPBilliton's announcement on 8 November 2007. Following completion of the Acquisition, Rio Tinto shareholders would ownapproximately 44 per cent of the combined issued ordinary share capital of BHPBilliton Limited and BHP Billiton Plc (assuming full acceptance of the Offers ona fully diluted basis and excluding any intra-DLC cross-holdings). This levelof pro forma ownership would represent an increase to Rio Tinto's contributionto the combined market capitalisation from approximately 36 per cent based onthe closing share prices on 31 October 2007 (the date immediately prior to theapproach by BHP Billiton to Rio Tinto). Rio Tinto plc Offer On the basis of the closing prices of a BHP Billiton Limited Share of A$46.10and a BHP Billiton Plc Share of £18.31 on 31 October 2007 (being the lastpracticable date prior BHP Billiton's approach to Rio Tinto), the Rio Tinto plcOffer values: - Each Rio Tinto plc Share at approximately £63.79; and - The issued ordinary share capital of Rio Tinto plc at approximately £63.6billion. On the basis of the closing prices of a BHP Billiton Limited Share of A$39.32and a BHP Billiton Plc Share of £16.49 on 4 February 2008 (being the lastpracticable date prior to this Announcement), the Rio Tinto plc Offer values: - Each Rio Tinto plc Share at approximately £57.16; and - The issued ordinary share capital of Rio Tinto plc at approximately £57.0billion. Rio Tinto Limited Offer On the basis of the closing price of a BHP Billiton Limited Share of A$46.10 on31 October 2007 (being the last date prior to BHP Billiton's approach to RioTinto), the Rio Tinto Limited Offer values each Rio Tinto Limited Share atA$156.74 and the issued ordinary share capital of Rio Tinto Limited at A$44.8billion. On the basis of the closing price of a BHP Billiton Limited Share of A$39.32 on4 February 2008 (being the last practicable date prior to this Announcement),the Rio Tinto Limited Offer values each Rio Tinto Limited Share at approximatelyA$133.69 and the issued ordinary share capital of Rio Tinto Limited atapproximately A$38.2 billion. 6. Fractional entitlements No fractions of New BHP Billiton Limited Shares or Interim Shares will be issuedto holders of Rio Tinto plc Shares or Rio Tinto Limited Shares. Any fractionalentitlements will be rounded up or down to the nearest whole number (withfractional entitlements to 0.5 of a New BHP Billiton Limited Share or of anInterim Share being rounded up). 7. Effect of Acquisition on the share capital of BHP BillitonPlc and BHP Billiton Limited The Acquisition would result in the issue of approximately: - 2,265,767,683 New BHP Billiton Limited Shares, representing approximately 40per cent of the issued ordinary share capital of BHP Billiton Limited followingcompletion of the Acquisition (assuming full acceptance of the Offers on a fullydiluted basis including the Rio Tinto Limited Cross-holding); and - 2,739,049,449 New BHP Billiton Plc Shares, representing approximately 55 percent of the issued ordinary share capital of BHP Billiton Plc followingcompletion of the Acquisition (assuming full acceptance of the Rio Tinto plcOffer on a fully diluted basis). Following the Acquisition, on the same basis, the combined issued ordinary sharecapital of BHP Billiton Limited and BHP Billiton Plc will have increasedapproximately 90 per cent from the position as it is today. Rio Tintoshareholders will hold approximately 44 per cent of this enlarged publicly-heldshare capital (assuming full acceptance of the Offers on a fully diluted basis). 8. Background to and reasons for the Acquisition The Board of BHP Billiton believes that the fit between the two companies interms of values, strategy, asset mix and quality, as well as culture is withoutcomparison in the diversified natural resources industry. Each company has aportfolio of large-scale, low-cost, long-life assets that are highlycomplementary and, when combined, would represent the leading portfolio of highquality assets in the industry. n Unlocking value Significant opportunities to release value through complementary and overlappingassets BHP Billiton believes the combined portfolio would deliver benefits that areonly achievable through a combination of BHP Billiton and Rio Tinto as a resultof the common and overlapping presence in a number of major resource basins andjoint ownership interests. This relatively high degree of overlap is unique inthe industry and is expected to provide opportunities for significant valuecreation through economies of scale, sharing of infrastructure and removal ofduplication. Examples include: - Faster and more efficient development of the combined iron ore resources inWestern Australia; - Optimisation of thermal coal operations in the Hunter Valley, Australia; - More efficient development of metallurgical coal operations in the BowenBasin, Australia; and - Improved development of brownfield and greenfield opportunities inindustrial minerals in Southern Africa. Greater opportunities to meet the challenges of growing demand BHP Billiton believes by combining the two development portfolios and moreeffectively utilising resources and infrastructure, the Enlarged Group will beable to deliver an improved supply-side response to meet the growing demand fromcustomers by providing greater volumes on an accelerated basis. It will also besupported through greater abilities to develop new production and optimisesupply logistics through blending and better delivery options. Enhanced delivery of future growth options Rio Tinto and BHP Billiton are both seeking to develop new resources ingeographies that frequently have high infrastructure needs and other associatedcosts, as well as increased risks. Through Rio Tinto and BHP Billiton'sextensive experience and resources, the Enlarged Group would have a greaterability to develop efficiently the next generation of large-scale projects inthese new regions for the benefit of its customers, the communities in which itoperates, and its shareholders. Management team with enhanced strength and depth The Enlarged Group would have a world-class management and operational team withsignificant strength and depth across all levels of the organisation. BHPBilliton and Rio Tinto are both committed to the pursuit of excellence and thehighest standards in safety and sustainability with a focus on global bestpractice in community and environment. The Enlarged Group will continue thiscommitment. As a result of this alignment the Board of BHP Billiton is confident of beingable to integrate the two organisations smoothly and efficiently following theAcquisition. Key management positions would be filled by drawing on the best ofboth management teams and the development of the best people from both companieswould be considered an important driver of the ongoing success of thecombination. - Substantial quantified synergies The combination of BHP Billiton and Rio Tinto is expected to create substantialvalue through both cost savings and volume-driven benefits that would arise asresult of the Acquisition. These synergies, due to the substantial overlap inneighbouring and jointly-owned operations, are only available through thecombination of BHP Billiton and Rio Tinto. In particular, BHP Billiton expects: - US$1.7 billion nominal per annum of cost savings in the third full yearfollowing completion, achieved through removal of duplication as well asprocurement and operating efficiency savings; and - Further EBITDA enhancement of US$2.0 billion nominal per annum in theseventh full year following completion, driven primarily by the acceleration ofvolumes to customers. In the seventh full year following completion this, therefore, is expected toresult in a total incremental EBITDA of US$3.7 billion nominal per annum ofquantified synergies. The total one-off implementation cash costs related to achieving these synergiesare expected to amount to US$0.65 billion over the first two years followingcompletion. This estimate of synergies has been reported on under the UK Code by KPMG and byBHP Billiton's financial adviser Goldman Sachs International. Copies of theirletters are included in parts (a) and (b) respectively of Appendix V. The estimate of synergies should be read in conjunction with notes (s) to (w) ofAppendix IV. The Board of BHP Billiton also expects that the Acquisition would be accretiveto BHP Billiton's earnings per share (after adjusting for the proposed sharebuyback and excluding depreciation on the write-up of Rio Tinto's assets) andcashflow per share (after adjusting for the proposed share buyback) from thefirst full fiscal year following completion of the Acquisition. - All-share Offers that allow continued participation by Rio Tintoshareholders The Acquisition is structured as an all-share transaction implemented throughtwo inter-conditional Offers. As a result Rio Tinto shareholders will be ableto participate in the Enlarged Group and gain exposure to the world's premierdiversified natural resources company with its strengthened asset portfolio andgreater diversification. Rio Tinto shareholders will benefit from the premiumimplied by the Offers and the pro rata access to the economic benefits of thecombination through their ownership of approximately 44 per cent of the EnlargedGroup (assuming full acceptance of the Offers on a fully diluted basis). - Deliverable Offers - Manageable anti-trust issues not expected to have amaterial impact BHP Billiton has undertaken extensive in-depth analysis on the potential impactof the Acquisition on the markets in which BHP Billiton and Rio Tintoparticipate. BHP Billiton believes that this analysis shows that the potentialanti-trust issues are manageable and should not impact in any material wayeither the future prospects of the Enlarged Group or the amount andachievability of synergies. In fact, BHP Billiton believes that the cost savings, expanded growth optionsand speed-to-market benefits available to the Enlarged Group would providematerial pro-competitive benefits in key commodity markets to the benefit of BHPBilliton's and Rio Tinto's customers. As a result, BHP Billiton is confidentthat it will be able to obtain satisfactory regulatory clearances from thevarious regulatory bodies. BHP Billiton has been progressing substantive pre-notification discussions withthe European Commission with respect to the EU merger control process andexpects to notify the transaction formally to the European Commission in thefirst quarter of 2008. Preliminary contact has also been made with the relevantregulatory authorities in Australia, the US, Canada and South Africa and formalnotifications will be filed in those jurisdictions in due course. BHP Billitonexpects to receive the necessary clearances during the second half of 2008. - Preservation of the DLC structure allowing access for shareholders to bothmarkets The DLC structure has historically served BHP Billiton and Rio Tinto well,allowing shareholders to participate in both the Australian and UK markets withequivalent economic ownership of the underlying assets. BHP Billiton isproposing to maintain this structure to allow shareholders to participate in theEnlarged Group in either market, providing equivalent economic ownershipregardless of the market in which a shareholder invests. - Enhanced cash flow and a strong capital structure The Board of BHP Billiton believes that the strength and diversification of theasset portfolio of the Enlarged Group will enable it to deliver strong long-termperformance through the commodity cycle. As a result, BHP Billiton's intentionis to maintain a single A rating for the Enlarged Group. Combined with itsstrong cash flow this target is expected to provide financial flexibility toreturn significant capital to shareholders in the future while maintainingflexibility for future investment and maintaining BHP Billiton's currentprogressive dividend policy. In line with this target, and if the Offers are successful(5), BHP Billitonproposes to return up to US$30 billion to shareholders through a share buybackwithin 12 months of completion of the Acquisition. The proposed share buybackand any refinancing that might arise as a result of the Acquisition, includingof Rio Tinto's remaining borrowings, will be funded through a combination ofsources comprising a committed bank financing facility of US$55 billion,together with cash flow from operations, asset disposal proceeds from thecontinued optimisation of BHP Billiton's asset portfolio and if required debtfinancing. 9. Dividends BHP Billiton intends to maintain its current progressive dividend policy whichseeks steadily to increase or at least to maintain the dividend in US dollars ateach half yearly payment provided that BHP Billiton generates sufficient profitand cash flow to do so. BHP Billiton Limited will continue to pay dividends in Australian dollars,British pounds, New Zealand dollars or United States dollars, depending on thecountry of residence of the shareholder. BHP Billiton Plc will continue to paydividends in British pounds to shareholders on its principal register in the UKand South African rand to shareholders on its branch register in South Africa. 10. Information on BHP Billiton BHP Billiton is headquartered in Melbourne, Australia, and is the world'slargest global diversified natural resources company. BHP Billiton is listed onstock exchanges in Australia (ASX), the United Kingdom (LSE), the United States(NYSE), South Africa (JSE), Germany (Frankfurt) and Switzerland (Zurich). As at4 February 2008, BHP Billiton had a market capitalisation of US$192.0 billion. BHP Billiton has approximately 39,000 employees working in more than 100operations in approximately 25 countries. For the financial year ended 30 June2007, BHP Billiton reported revenue of US$47.5 billion, Underlying EBIT ofUS$20.1 billion, net profit attributable to shareholders of US$13.4 billion andnet operating cash flow of US$15.6 billion. As at 30 June 2007, BHP Billiton hadnet assets of US$29.9 billion. On 6 February, BHP Billiton released interim results for the half year ended 31December, 2007. Key highlights were revenue of US$25.5 billion, Underlying EBITof US$9.6 billion, net profit attributable to shareholders of US$6.0 billion andnet operating cash flow of US$7.9 billion. BHP Billiton operates ten business units or Customer Sector Groups (CSGs),aligned with the commodities which the company extracts and markets. The tenCSGs are Aluminium, Base Metals, Uranium, Diamonds and Specialty Products,Energy Coal, Iron Ore, Manganese, Metallurgical Coal, Petroleum and StainlessSteel Materials. - The Aluminium CSG's (12 per cent of total BHP Billiton FY2007 revenue)principal activities are the mining of bauxite, refining of bauxite into aluminaand smelting of alumina into aluminium metal. The CSG has operations inAustralia, Brazil, Mozambique, South Africa, and Suriname. - The Base Metals CSG's (27 per cent of total BHP Billiton FY2007 revenue)principal activities are the mining of copper, silver, lead, zinc, molybdenum,uranium (prior to July 2007) and gold. The Base Metals CSG has operations inAustralia, Chile, Peru and the US. - A separate Uranium CSG was created in July 2007. Its principal activitiesare the production and marketing of uranium and the operation and development ofthe Olympic Dam ore body. The Uranium CSG's results are reported as part of theconsolidated Base Metals CSG's results. - The Diamonds and Specialty Products CSG's (two per cent of total BHPBilliton FY2007 revenue) principal activities are the mining of diamonds andtitanium minerals. The CSG has operations in Canada and South Africa. n The Energy Coal CSG's (10 per cent of total BHP Billiton FY2007 revenue)principal activities are the mining and marketing of export thermal (energy)coal. The CSG has operations in Australia, Colombia, South Africa and the UnitedStates. - The Iron Ore CSG's (12 per cent of total BHP Billiton FY2007 revenue)principal activities are the mining of iron ore from a number of mines. TheCSG's principal operations are based in the Pilbara region of north WesternAustralia and in Brazil. - The Manganese CSG's (three per cent of total BHP Billiton FY2007 revenue)principal activities are the mining of manganese ore and production of manganesemetal and alloys. The CSG has operations in Australia and South Africa. - The Metallurgical Coal CSG's (eight per cent of total BHP Billiton FY2007revenue) principal activities are the mining of metallurgical coal in Australia. - The Petroleum CSG's (12 per cent of total BHP Billiton FY2007 revenue)principal activities are oil and gas exploration, production, development andmarketing in Australia, the United Kingdom, the United States, Algeria, Trinidadand Tobago, and Pakistan. - The Stainless Steel Materials CSG's (15 per cent of total BHP BillitonFY2007 revenue) principal activities are producing nickel concentrate primarilyfor the stainless steel industry. The CSG operates a number of mines,concentrators, smelters and refineries in Australia and Colombia. 11. Current trading and prospects for the BHP Billiton Group On 6 February, BHP Billiton released interim results for the half year ended 31December, 2007. The results presented represent an excellent operating andfinancial performance. These results are based on a strong productionperformance across the breadth of BHP Billiton's business, outstanding costcontrol in the face of significant cost pressures and additional volumes fromnewly commissioned growth projects. BHP Billiton's performance has not onlybenefited from the unique diversification across petroleum, bulk and non ferrouscommodities, but also the diversification within each of these broad categories.In particular, record half year earnings results in iron ore and manganesedemonstrated that BHP Billiton was able to capture strong market conditions inthe steel-making sector. Record half year earnings from petroleum in anenvironment of strong prices were the result of excellent management of naturalfield decline and volume growth from new projects. BHP Billiton's Underlying EBIT of US$9.6 billion is an increase of 5.4 per centover the corresponding period last year (being the 6 months to 31 December2006). Underlying EBIT margin was 44.4 per cent. Earnings per share, excludingexceptional items, were up 2.8 per cent at 106.8 US cents reflecting the benefitof the share buy-back program. This result has been achieved in an environmentin which input prices have increased significantly and currencies haveappreciated strongly. The reduction in Underlying EBIT, as a result of theweaker US dollar, was US$506 million more than the corresponding period. In pursuit of BHP Billiton's strategy, BHP Billiton continues to focus on thefundamental drivers of value creation for shareholders: by operating large,long-life, low cost expandable assets while taking a disciplined andvalue-focused approach to pursuing additional organic and non-organic growthoptions. BHP Billiton achieved record or equal record production(6) for seven majorcommodities and significantly increased production across a further sixcommodities. Production records were achieved by 12 assets in six of BHPBilliton's Customer Sector Groups. This performance reinforces BHP Billiton'strack record of consistent growth on the back of predictable project deliverycoming from a deep inventory of projects that will continue to underpin BHPBilliton's growth plans. This increased production from high returning assetshas allowed BHP Billiton to capture the benefits of strong first half conditionsin key commodity markets. First production was successfully achieved at seven major projects: GenghisKhan, Atlantis South and Stybarrow (oil and gas), Koala Underground (diamonds),Pinto Valley (copper in concentrate), Rapid Growth Project 3 (iron ore) andRavensthorpe (contained nickel in concentrate). BHP Billiton expects to deliversignificant volume growth in the second half of FY 2008 with continued ramp upof these projects, and the expected commissioning of an additional fourprojects. During the period BHP Billiton approved three new projects; the Kipper project(gas), Klipspruit (energy coal), the Gemco expansion project (manganeseconcentrate) and in January 2008, BHP Billiton approved the Newcastle Third PortProject (energy coal export capacity). All of these projects will supportcontinued growth across a number of BHP Billiton's businesses in future years. 12. Information on Rio Tinto Rio Tinto is headquartered in London, United Kingdom and is listed on theAustralian, London and New York stock exchanges. As at 4 February, 2008, RioTinto had a market capitalisation of US$142.2 billion. Rio Tinto has operations worldwide with strong representation in Australia andNorth America and significant businesses in South America, Asia, Europe andSouthern Africa. Through its global operations, Rio Tinto produces iron ore,metallurgical and thermal coal, copper, bauxite, alumina, aluminium, uranium anddiamonds as well as other base metals and industrial minerals. Rio Tinto has recently expanded its aluminium operations with the acquisition ofAlcan, creating the world's leading supplier of aluminium. Rio Tinto hasseparately indicated that it intends to dispose of several assets including itspackaging business, engineered products business and various resource assets. 13. Management and employees Shortage of labour is an ongoing issue in the global resources sector. Thecombination of BHP Billiton and Rio Tinto will allow the Enlarged Group todeploy this scarce resource more effectively, removing overlap and freeingpeople to focus on the highest value opportunities. BHP Billiton attaches great importance to the skills and experience of theexisting management and employees of Rio Tinto and believes that they willbenefit significantly from the greater opportunities that the Enlarged Group canprovide for them. The existing employment rights of all management and employeesof Rio Tinto will be fully safeguarded. 14. Rio Tinto Share Schemes The Rio Tinto plc Offer will extend to any Rio Tinto plc Shares unconditionallyallotted or issued fully paid (or credited as fully paid) upon exercise ofoptions granted under the Rio Tinto plc Share Schemes whilst the Rio Tinto plcOffer remains open for acceptance or before such earlier date as BHP Billiton,subject to the UK Code and other applicable laws, may decide. To the extentthat such options are not so exercised, and if the Rio Tinto plc Offer becomesor is declared unconditional in all respects, BHP Billiton will make appropriateproposals to option holders under the Rio Tinto plc Share Schemes in due course. The Rio Tinto Limited Offer will extend to any Rio Tinto Limited Sharesunconditionally allotted or issued fully paid (or credited as fully paid) whilethe Rio Tinto Limited Offer remains open for acceptance upon exercise of optionsor securities granted under the Rio Tinto Limited Share Schemes, being optionsor securities in existence as at the Rio Tinto Limited Register Date. If BHPBilliton becomes entitled to acquire such options or securities compulsorilyunder Part 6A.2 of the Australian Corporations Act, BHP Billiton intends toproceed with compulsory acquisition of those options or securities. 15. Share Sale Facility under the Rio Tinto plc Offer for New BHPBilliton Limited Shares To the extent consistent with applicable law in relevant jurisdictions, BHPBilliton intends to arrange for a free Share Sale Facility to be made availableas part of the Rio Tinto plc Offer in relation to the New BHP Billiton LimitedShares issued to Rio Tinto plc Shareholders who (i) hold fewer than 25,000 RioTinto plc Shares; and (ii) do not elect for New BHP Billiton Limited Sharesunder the Mix and Match Facility in excess of their basic entitlements.Qualifying Rio Tinto plc Shareholders will be able to sell all, but not some, ofthe New BHP Billiton Limited Shares they receive under the Rio Tinto plc Offerwithout incurring any charges (including dealing charges and settlement charges)and to receive the proceeds of the sale in British pounds. The Share SaleFacility will not be available to Rio Tinto plc Shareholders resident injurisdictions where making such a facility available is unlawful. Furtherdetails of this free Share Sale Facility will be provided in the Rio Tinto plcOffer Document. 16. Taxation It is expected that capital gains tax rollover relief will be available to UKresident shareholders accepting the Rio Tinto plc Offer in respect of their NewBHP Billiton Plc Shares and New BHP Billiton Limited Shares subject toapproximately 70 per cent acceptances under the Rio Tinto plc Offer. If BHP Billiton Limited is able to proceed with the compulsory acquisition ofany remaining Rio Tinto Limited Shares, BHP Billiton Limited expects capitalgains tax rollover relief to be available to Australian resident shareholdersaccepting the Rio Tinto Limited Offer. Given the size of the Rio Tinto Limited Cross-holding, to reach the compulsoryacquisition thresholds in relation to Rio Tinto Limited: - Some or all of this holding will need to be accepted into the Rio TintoLimited Offer by Rio Tinto plc; or - ASIC will need to provide relief from the Australian Corporations Act. ASIC has indicated that it would consider an application for this relief on itsmerits if it becomes apparent that the Rio Tinto Limited Cross-holding has aclear defensive effect. Shareholders accepting the Rio Tinto plc Offer or Rio Tinto Limited Offer whoare US citizens or residents are expected to be subject to US tax on the receiptof the Rio Tinto plc Offer and the Rio Tinto Limited Offer consideration,respectively. 17. Overseas shareholders The availability of the Rio Tinto plc Offer and Rio Tinto Limited Offer topersons not resident in the UK, Australia or the US may be affected by the lawsof the relevant jurisdiction where they are resident. Rio Tinto shareholders whoare not resident in the UK, Australia or the US should inform themselves about,and observe, any applicable requirements. The Offers are not being made in or into, and are not capable of acceptance inJapan or any other jurisdiction where to do so would constitute a violation ofthe laws of such jurisdiction, or by the use of the mails or by any means orinstrumentality (including without limitation, facsimile transmission, telephoneand/or the internet) of interstate or foreign commerce, or any facility of anational securities exchange, of any such jurisdiction. The Rio Tinto Limited Offer will not necessarily be registered in anyjurisdiction outside Australia (unless an applicable foreign law treats it asregistered as a result of the BHP Billiton Bidder's Statement being lodged withASIC). Any shareholder who wishes to accept the Rio Tinto Limited Offer mustfirst satisfy itself that such acceptance is permitted by any foreign lawapplicable to that shareholder. If any authority or clearance under Australianlaw is required to enable a shareholder in Rio Tinto Limited to receive anyconsideration under the Rio Tinto Limited Offer, any acceptance of the Rio TintoLimited Offer will not create any right to receive that consideration unless anduntil all requisite authorities or clearances have been received. The Rio TintoLimited Offer may provide that securities which would otherwise be issued to anaccepting shareholder resident in a jurisdiction outside Australia may be vestedin a nominee and sold, with the net proceeds of sale remitted to the acceptingshareholder. 18. Shareholder approval In view of the size of Rio Tinto, among other things, it will be necessary forBHP Billiton shareholders to approve the Acquisition. Accordingly, thenecessary resolutions will be put to an extraordinary general meeting of each ofBHP Billiton Limited and BHP Billiton Plc once the Pre-conditions have beensatisfied or waived. 19. Timing The Rio Tinto plc Offer, Rio Tinto Limited Offer and the posting of thedocuments related to each are subject to satisfaction or waiver of thePre-conditions which relate to the obtaining of certain clearances in Europe,Australia, the United States, Canada and South Africa. BHP Billiton intends toproceed with the Offers through despatching the Rio Tinto plc Offer Document andthe US Offer document, in the case of the Rio Tinto plc Offer, and the BHPBilliton Bidder's Statement, in the case of the Rio Tinto Limited Offer, as soonas practicable after the satisfaction or waiver of the Pre-conditions. Thenecessary clearances are expected to be obtained during the second half of 2008. 20. Compulsory acquisition, delisting and cancellation of voting Rio Tinto plc Offer If the Rio Tinto plc Offer becomes or is declared unconditional in all respects,it is the intention of BHP Billiton, assuming it becomes so entitled, to acquirecompulsorily any outstanding Rio Tinto plc Shares pursuant to the provisions ofthe UK Companies Act 2006, including any Rio Tinto plc Shares underlying the RioTinto plc ADRs. Following the Rio Tinto plc Offer becoming or being declared unconditional inall respects and sufficient acceptances being received, BHP Billiton intends toprocure that Rio Tinto will apply for the cancellation of the listing of the RioTinto plc Shares on the Official List and trading on the London Stock Exchangefor listed securities and the delisting of the Rio Tinto plc ADRs on the NewYork Stock Exchange. De-listing is likely to reduce significantly the liquidityand marketability of any Rio Tinto plc Shares or Rio Tinto plc ADRs in respectof which the Rio Tinto plc Offer has not been accepted. Following the delisting of the Rio Tinto plc ADRs from the New York StockExchange, BHP Billiton intends to procure that Rio Tinto files with the SEC arequest that Rio Tinto's reporting obligations under the Exchange Act beterminated, if and when Rio Tinto plc is eligible to do so. Rio Tinto Limited Offer If the Rio Tinto Limited Offer becomes or is declared unconditional in allrespects, it is the intention of BHP Billiton, assuming it becomes so entitled,to acquire compulsorily any outstanding Rio Tinto Limited Shares other than theRio Tinto Limited Cross-holding in accordance with the provisions of theAustralian Corporations Act. BHP Billiton may also compulsorily acquire some orall of the Rio Tinto Limited Cross-holding. If BHP Billiton becomes entitled to acquire any other outstanding Rio TintoLimited securities held other than by a member of the Rio Tinto Groupcompulsorily under the Australian Corporations Act, BHP Billiton intends toproceed with such compulsory acquisition. BHP Billiton intends to procure that Rio Tinto Limited is removed from theofficial list of ASX following completion of compulsory acquisition of the RioTinto Limited Shares. 21. Listing, dealings and settlement Application will be made for the New BHP Billiton Plc Shares to be admitted tothe Official List of the UK Listing Authority and to trading on the London StockExchange's market for listed securities. It is expected that admission will become effective and that dealings for normalsettlement in the New BHP Billiton Plc Shares will commence shortly followingthe date on which the Rio Tinto plc Offer becomes or is declared unconditionalin all respects (save only for the admission of such shares becoming effective).The New BHP Billiton Plc Shares will, when issued, be fully paid and rank paripassu in all respects with the existing BHP Billiton Plc Shares, including,where the record date for determining entitlements is on or after the date ofissue of New BHP Billiton Plc Shares, the right to all dividends and otherdistributions (if any) declared, made or paid by BHP Billiton Plc save that BHPBilliton reserves the right to withhold any dividend not yet paid for the halfyear ended 31 December 2008 or any subsequent period if Rio Tinto shareholderswould otherwise receive a Rio Tinto dividend and a BHP Billiton dividend for thesame period or a substantial part of that period. In addition, application will be made to the New York Stock Exchange for listingof the new BHP Billiton Limited ADRs (representing New BHP Billiton LimitedShares) and the new BHP Billiton Plc ADRs (representing New BHP Billiton PlcShares) being offered in the US Offer. Application will be made for the New BHP Billiton Limited Shares to be admittedto quotation on ASX. It is expected that admission will become effective uponissue and allotment of the New BHP Billiton Limited Shares to accepting RioTinto shareholders and provision of standard information to ASX, and that suchNew BHP Billiton Limited Shares may be traded on ASX as from that time. The NewBHP Billiton Limited Shares will, when issued, be fully paid and rank pari passuin all respects with existing BHP Billiton Limited Shares, including, where therecord date for determining entitlements is on or after the date of issue of NewBHP Billiton Limited Shares, the right to all dividends and other distributions(if any) declared, made or paid by BHP Billiton Limited save that BHP Billitonreserves the right to withhold any dividend not yet paid for the half yearending 31 December 2008 or any subsequent period if Rio Tinto shareholders wouldotherwise receive a Rio Tinto dividend and a BHP Billiton dividend for the sameperiod or a substantial part of that period. 22. Regulatory Relief for the Rio Tinto Limited Offer BHP Billiton has consulted with, and obtained certain relief from ASIC inconnection with the Offer. The relevant items of relief will be available onBHP Billiton's website in due course. The key items of relief which have been obtained to date may be summarised asfollows: ASIC has granted modifications and exemptions of the Australian Corporations Actwhich: (i) Relieve BHP Billiton from the requirement in the Australian CorporationsAct to despatch the Rio Tinto Limited Offer within two months after theAnnouncement Date, provided that: (b) BHP Billiton Limited makes the Offers set out in this Announcement; (c) The announcement indicates (as BHP Billiton now confirms to be the case)that the Rio Tinto Limited Offer and the Rio Tinto plc Offer will be declaredfree of defeating conditions or will otherwise become wholly unconditional at orabout the same time; (d) Within 1 month of 6 February 2008, BHP Billiton provides ASIC with a deed(that cannot be varied or revoked without ASIC's consent) which provides that: (i) BHP Billiton Limited use reasonable endeavours to satisfy the Pre-conditions as soon as practicable and immediately notifies ASX of materialdevelopments in satisfaction or waiver of the Pre-conditions; (ii) the BHP Billiton Bidder's Statement is despatched within one month afterthe date on which the last of the Pre-conditions is satisfied or waived and ator about the same time as the Rio Tinto plc Offer Documents are despatched; and (iii) the Rio Tinto Limited Offer and the Rio Tinto plc Offer become whollyunconditional at or about the same time. The effect of this relief is that BHP Billiton will not be required to despatchthe Bidder's Statement in relation to Rio Tinto Limited until one month afterthe date on which the last of the Pre-conditions is satisfied or waived. (ii) Modify (provided the requirements in (a) to (c) of (i) above aremet): (a) the minimum bid price rule in section 621 such that it applies toconsideration provided during the four month period prior to the AnnouncementDate until the date of the bid; (b) the rule against escalators prohibiting benefits linked to bids andproposed bids in section 622 such that it applies during the period six monthsprior to the Announcement Date until the date of the bid; (c) the maximum offer period in section 624 such that the period between theAnnouncement Date and the close of the Rio Tinto Limited Offer Period is nolonger than 14 months (ASIC has indicated that it would consider any applicationto extend this period on its merits); and (d) the Bidder's Statement content requirements set out in section 636(1)(h)and (i) such that each requirement applies to the period four months prior tothe Announcement Date until the date of the bid. ASIC has also made "in principle" decisions to grant relief which will: (i) Permit acquisitions of relevant interests in Rio Tinto Limited Shareswhich occur by reason of acceptance of the Rio Tinto plc Offer on certainconditions, modifying ASIC Instrument 01/1041 dated 8 August 2001 (the 2001Instrument). The 2001 Instrument was obtained by Rio Tinto Limited and permitsan acquisition of a relevant interest in Rio Tinto Limited Shares to occur as aresult of a procedure in relation to Rio Tinto plc Shares, provided that, amongother things, Rio Tinto Limited Shareholders and Rio Tinto plc Shareholders areafforded equivalent treatment in terms of the consideration offered for theirshares (having regard to the Equalisation Ratio, as defined in the constitutionof Rio Tinto Limited), the information provided to them, the time to considerthe offer or procedure, the conditions to which the procedure is subject and theother terms of the procedure. ASIC has indicated that the requirements of the modified ASIC relief willinclude: (e) the scrip consideration offered to each Rio Tinto Limited Shareholder on theone hand and each Rio Tinto plc Shareholder on the other hand being the samenumber of BHP Billiton shares (either BHP Billiton Limited Shares or BHPBilliton Plc Shares or a combination of both); and (f) each of BHP Billiton and Rio Tinto remaining DLCs and retaining anEqualisation Ratio of one to one during the Rio Tinto Limited Offer Period. (ii) Provide that, where the issue of BHP Billiton Limited Shares (relevantshares) as consideration for acceptance of Rio Tinto Limited Shares into the RioTinto Limited Offer or for compulsory acquisition of Rio Tinto Limited Shareswould otherwise be void under section 259C(1) of the Australian CorporationsAct, grant an exemption under section 259C(2) is granted on condition that: (g) BHP Billiton Limited and BHP Billiton Plc and their controlled entities willnot exercise any voting rights, nor control or influence the exercise of votingrights, attaching to the relevant shares; and (h) If a third party makes an offer for BHP Billiton Limited ordinary shares,BHP Billiton will convene a meeting, as required by ASIC, to consider approvingacceptance of the relevant shares into the offer. This relief could be applicable if Rio Tinto plc or a controlled entity were toaccept the Rio Tinto Limited Offer, or BHP Billiton Limited were to initiatecompulsory acquisition in relation to Rio Tinto Limited Shares held by Rio Tintoplc or a controlled entity, at a time when Rio Tinto plc was a controlled entityof BHP Billiton Limited. (iii) Provide prospectus, secondary sale and licensing relief in accordance with ASIC Consultation Paper 79. 23. General Save as disclosed below, as at the date of this Announcement, neither BHPBilliton nor any of the directors of BHP Billiton, nor, so far as the directorsof BHP Billiton are aware, any person acting in concert with BHP Billiton, hasany interest in or right to subscribe for any Rio Tinto shares or has any shortposition including any short positions under a derivative, any agreement tosell, or any delivery obligation or right to require another person to takedelivery in Rio Tinto plc Shares or Rio Tinto Limited Shares or has borrowed orlent any Rio Tinto plc Shares or Rio Tinto Limited Shares (save for any borrowedshares which have either been on-lent or sold): Name Number of shares Rio Tinto Limited Shares Rio Tinto Plc Shares ADRsGoldman Sachs & Co. - - 312 (short)Goldman Sachs & Co. (as - - 3,174discretionary manager)Goldman Sachs International (as - 2,800 -discretionary manager)UBS 234,941 148,024 -Merril Lynch International - 5,385,355 -Merril Lynch, Pierce, Fenner & - 308,978 -SmithHSBC 814,913 20,675 11 772,004 (short)Don Argus 78,675(7) - -David Crawford 3,025(8) - -David Morgan 28,104(9) - - The Rio Tinto plc Offer will comply with the applicable rules and regulations ofthe UK Listing Authority, the London Stock Exchange and the UK Code. The RioTinto plc Offer will be governed by English Law and will be subject to thejurisdiction of the English courts and the Rio Tinto plc Offer Conditions andfurther terms set out in Appendix II, and the full terms set out in the RioTinto plc Offer Document. In addition, the US Offer component of the Rio Tintoplc Offer is subject to, and will comply with, applicable requirements of USsecurities laws. BHP Billiton will only be able to invoke a Pre-condition, RioTinto plc Offer Condition and/or a Rio Tinto Limited Offer Condition with theprior approval of the UK Panel. The Rio Tinto Limited Offer will comply with the Australian Corporations Act (asit applies to BHP Billiton) and the applicable rules of the ASX. The Rio TintoLimited Offer will be governed by the law of the State of Victoria, Australiaand will be subject to the jurisdiction of the Australian Takeovers Panel andthe Australian Courts and the Rio Tinto Limited Offer Conditions and terms setout in Appendix III, and the full terms set out in the BHP Billiton Bidder'sStatement. Goldman Sachs International and Gresham Partners are acting as principalfinancial advisers to BHP Billiton in relation to the Offers for Rio Tinto. BNP Paribas SA ("BNP Paribas"), Citigroup Global Markets Limited ("Citi"), HSBCBank plc ("HSBC"), Lazard & Co., Limited ("Lazard"), Merrill Lynch Internationaland UBS (UBS Investment Bank, being UBS AG, Australia Branch and/or UBS Limited)are also providing financial advice to BHP Billiton. The banks participating in the committed bank financing facility of US$55billion as Mandated Lead Arrangers are: Barclays Capital (the investment bankingdivision of Barclays Bank PLC); BNP Paribas; Citigroup Global Markets Limited;Goldman Sachs International; HSBC Bank plc; Banco Santander, S.A.; and UBSLimited. Contacts:Australia United KingdomDon Carroll, Investor Relations Andre Liebenberg, Investor RelationsTel: +61 3 9609 2686 Mobile: +61 417 591 938 Tel: +44 20 7802 4131 Mobile: +44 7920 236 974Email: [email protected] Email: [email protected] Samantha Evans, Media Relations Illtud Harri, Media RelationsTel: +61 3 9609 2898 Mobile: +61 400 693 915 Tel: +44 20 7802 4195 Mobile: +44 7920 237 246Email: [email protected] Email: [email protected] United States South AfricaTracey Whitehead, Investor & Media Relations Alison Gilbert, Investor RelationsTel: US +1 713 599 6100 or UK +44 20 7802 4031 Tel: SA +27 11 376 2121 or UK +44 20 7802 4183Mobile: +44 7917 648 093 Mobile: +44 7769 936 227Email: [email protected] Email: [email protected] Appendix I contains the Pre-conditions to the Offers. Appendix II contains the Rio Tinto plc Offer Conditions and certain furtherterms of the Rio Tinto plc Offer. Appendix III contains the Rio Tinto Limited Offer Conditions and certain furtherterms of the Rio Tinto Limited Offer. Appendix IV provides further information on the bases and sources for certaininformation contained in this Announcement. Appendix V sets out supporting letters from KPMG and Goldman Sachs Internationalrelating to the statement of estimated costs savings and volume-driven benefits. Appendix VI sets out Definitions contained in the Announcement. This Announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. Any offer, invitation or inducement to acquire or disposeof any securities of BHP Billiton Plc, BHP Billiton Limited, Rio Tinto plc and/or Rio Tinto Limited will be made solely by means of the BHP BillitonProspectus, the BHP Billiton Bidder's Statement, the Rio Tinto plc OfferDocument and associated documents expected to be published on satisfaction ofthe Pre-conditions, and any decision to keep, buy or sell shares in Rio Tintoplc or Rio Tinto Limited should be made solely on the basis of the informationcontained in such documents. In addition, BHP Billiton shareholders are urgedto read the BHP Billiton Prospectus and associated class 1 shareholder circular/explanatory statement before making any decision regarding the proposedtransaction. The BHP Billiton Prospectus, BHP Billiton Bidder's Statement, RioTinto plc Offer Document and related documents, once published, may be obtainedfrom BHP Billiton's website at www.bhpbilliton.com or on request from BHPBilliton. 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 ADR holders by filing withthe SEC a Registration Statement (the "Registration Statement"), which willcontain a prospectus ("Prospectus"), as well as other relevant materials. Nosuch materials have yet been filed. This communication is not a substitute forany Registration Statement or Prospectus that BHP Billiton may file with theSEC. U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OFRIO TINTO PLC ADRs 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 US federal securities laws, since the issuers are located in aforeign 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 US securitieslaws. It may be difficult to compel a foreign company and its affiliates tosubject themselves to a US court's judgement. You should be aware that BHP Billiton may purchase securities of Rio Tinto plcand Rio Tinto Limited otherwise than under the exchange offer, such as in openmarket or privately negotiated purchases. The Offers are not being made in or into, and are not capable of acceptance inJapan or any other jurisdiction where to do so would constitute a violation ofthe laws of such jurisdiction, or by the use of the mails or by any means orinstrumentality (including without limitation, facsimile transmission, telephoneand/or the internet) of interstate or foreign commerce, or any facility of anational securities exchange, of such jurisdiction. The Rio Tinto Limited Offer will not necessarily be registered in anyjurisdiction outside Australia (unless an applicable foreign law treats it asregistered as a result of the BHP Billiton Bidder's statement being lodged withASIC). Any Rio Tinto Limited Shareholder who wishes to accept the Rio TintoLimited Offer must first satisfy itself that such acceptance is permitted by anyforeign law applicable to that shareholder. If any authority or clearance underAustralian law is required to enable a shareholder in Rio Tinto Limited toreceive any consideration under the Rio Tinto Limited Offer, any acceptance ofthe Rio Tinto Limited Offer will not create any right to receive thatconsideration unless and until all requisite authorities or clearances have beenreceived. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as principalfinancial adviser and corporate broker for BHP Billiton in relation to thematters described in this Announcement and is not advising any other person andaccordingly will not be responsible to any person other than BHP Billiton forproviding the protections afforded to the customers of Goldman SachsInternational or for providing advice in relation to matters described in thisAnnouncement. Gresham Partners, which holds an Australian Financial Services Licence under theAustralian Corporations Act, is acting exclusively for BHP Billiton as principalfinancial adviser in relation to the matters described in this Announcement andwill not be responsible to anyone other than BHP Billiton for providing theprotections afforded to the clients of Gresham Partners nor for providing advicein relation to matters described in this Announcement. BNP Paribas, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is providing financial advice to BHP Billiton inrelation to the matters described in this Announcement and is not advising anyother person and accordingly will not be responsible to any person other thanBHP Billiton for providing the protections afforded to the customers of BNPParibas or for providing advice in relation to matters described in thisAnnouncement. Citi, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is providing financial advice and acting as corporate brokerto BHP Billiton in relation to the matters described in this Announcement and isnot advising any other person and accordingly will not be responsible to anyperson other than BHP Billiton for providing the protections afforded to thecustomers of Citi or for providing advice in relation to matters described inthis Announcement. HSBC, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is providing financial advice to BHP Billiton in relation tothe matters described in this Announcement and is not advising any other personand accordingly will not be responsible to any person other than BHP Billitonfor providing the protections afforded to the customers of HSBC or for providingadvice in relation to matters described in this Announcement. Lazard, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is providing financial advice to BHP Billiton in relation tothe matters described in this Announcement and is not advising any other personand accordingly will not be responsible to any person other than BHP Billitonfor providing the protections afforded to the customers of Lazard or forproviding advice in relation to matters described in this Announcement. Merrill Lynch International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is providing financial advice andacting as corporate broker to BHP Billiton in relation to the matters describedin this Announcement and is not advising any other person and accordingly willnot be responsible to any person other than BHP Billiton for providing theprotections afforded to the customers of Merrill Lynch International or forproviding advice in relation to matters described in this Announcement. UBS Investment Bank is providing financial advice to BHP Billiton in relation tothe matters described in this Announcement and is not advising any other personand accordingly will not be responsible to any person other than BHP Billitonfor providing the protections afforded to the clients of UBS or for providingadvice in relation to matters described in this Announcement. The banks participating in the committed bank financing facility of US$55billion are as follows: As Mandated Lead Arranger: Barclays Capital (the investment banking division ofBarclays Bank PLC); BNP Paribas; Citigroup Global Markets Limited; Goldman SachsInternational; HSBC Bank plc; Banco Santander, S.A.; and UBS Limited. As Underwriter: Barclays Bank PLC; BNP Paribas; Citibank N.A., London Branch;Goldman Sachs Credit Partners L.P.; HSBC Bank plc; Banco Santander,S.A.; and UBSAG, London Branch. It is possible that this Announcement could or may contain forward-lookingstatements that are based on current expectations or beliefs, as well asassumptions about future events. Reliance should not be placed on any suchstatements because of their very nature, they are subject to known and unknownrisks and uncertainties and can be affected by other factors that could causeactual results, and BHP Billiton's plans and objectives, to differ materiallyfrom those expressed or implied in the forward-looking statements. None of the statements concerning expected cost savings, volume-driven benefits(and resulting incremental EBITDA) and earnings per share accretion in thisAnnouncement should be interpreted to mean that the future earnings per share ofthe Enlarged Group for current or future financial years will necessarily matchor exceed the historical or published earnings per share of BHP Billiton, andthe actual cost savings and volume-driven benefits (and resulting EBITDAenhancement) may be materially greater or less than estimated. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward-looking statements. Among thefactors that could cause actual results to differ materially from thosedescribed in the forward-looking statements are BHP Billiton's ability tosuccessfully combine the businesses of BHP Billiton and Rio Tinto and to realiseexpected synergies from that combination, changes in the global, political,economic, business, competitive, market and regulatory forces, future exchangeand interest rates, changes in tax rates and future business combinations ordispositions. BHP Billiton does not undertake any obligation (except as required by law, theListing Rules of ASX Limited or the rules of the UK Listing Authority and theLondon Stock Exchange) to revise or update any forward-looking statementcontained in this Announcement, regardless of whether those statements areaffected as a result of new information, future events or otherwise. Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in one per cent ormore of any class of "relevant securities" of any of BHP Billiton Plc, BHPBilliton Limited, Rio Tinto plc or Rio Tinto Limited, all "dealings" in any "relevant securities" of that company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 pm (London time) on the London businessday following the date of the relevant transaction. The relevant disclosure must include details of all "interests" or "dealings" inany class of "relevant" securities of the other company which is part of its DLCstructure. Therefore, if, for example, a disclosure is being made in respect ofa dealing in securities of BHP Billiton Plc, an accompanying disclosure mustalso be made of interests or short positions held in securities of BHP BillitonLimited, even if the person's interest or short position is less than one percent of the relevant class. The same approach should be adopted in respect ofsecurities of Rio Tinto plc and Rio Tinto Limited. Therefore, each disclosureshould consist of two Rule 8.3 disclosure forms, one for the Plc arm of the DLCstructure and one for the Limited arm of the DLC structure, released as oneannouncement. This requirement will continue until the date on which the Offers become, or aredeclared, unconditional as to acceptances, lapse or are otherwise withdrawn oron which the "Offer Period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of BHP Billiton Plc, BHP BillitonLimited, Rio Tinto plc or Rio Tinto Limited, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of either BHP Billiton or Rio Tinto by BHP Billiton or Rio Tinto, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the UK Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on theUK Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the UK Panel. APPENDIX I PRE-CONDITIONS TO THE RIO TINTO PLC OFFER AND THE RIO TINTO LIMITED OFFER The making of: - the Rio Tinto plc Offer by the posting of the Rio Tinto plc Offer Documentand Rio Tinto plc Offer Form of Acceptance; and - the Rio Tinto Limited Offer by the posting of the BHP Billiton Bidder'sStatement and the Rio Tinto Limited Offer Form of Acceptance, will take place following the satisfaction of, or to the extent permitted by theUK Panel, waiver by BHP Billiton Limited of, the following Pre-conditions: European Union merger control (A) insofar as the Acquisition constitutes a concentration with a Communitydimension within the scope of Council Regulation (EC) 139/2004 (as amended) (the"Merger Regulation"): (i) one of the following having occurred: (a) the European Commission having made a decision declaring theconcentration compatible with the common market under Article 6(1)(b), 8(1) or8(2) of the Merger Regulation; or (b) the European Commission not having taken a decision inaccordance with Article 6(1)(b), 6(1) (c), 8(1), 8(2) or 8(3) of the MergerRegulation within the time limits set in Articles 10(1) and 10(3) and is therebydeemed to have declared the concentration compatible with the common marketpursuant to the presumption in Article 10(6) of the Merger Regulation; or (c) if the European Commission shall have made a referral to one ormore competent authorities under Articles 4(4) or 9(1) of the Merger Regulationin connection with part or all of the concentration: 1. such competent authorities having issued a decision, finding ordeclaration approving the proposed acquisition and permitting its closingwithout any breach of applicable law or of the Merger Regulation; and 2. the Pre-condition set out in sub-paragraphs (a) or (b) above havingbeen satisfied in respect of any part of the concentration retained to bereviewed by the European Commission under the Merger Regulation; and (ii) if one or more competent authorities takes appropriate measuresto protect its legitimate interests pursuant to Article 21(4) of the MergerRegulation, such measures not preventing completion of the proposed acquisitionwithout a breach of any applicable law or of the Merger Regulation; US merger control (B) all filings having been made and all or any applicable waiting periods(including any extensions thereof) under the United States Hart-Scott RodinoAntitrust Improvements Act of 1976 and the regulations thereunder havingexpired, lapsed or been terminated as appropriate in each case in respect of theAcquisition and no member of the Rio Tinto Group or the BHP Billiton Group beingsubject to threatened or actual litigation, or to any order or injunction of acourt of competent jurisdiction in the United States that prohibits consummationof the Acquisition as a result of action brought by the US Federal TradeCommission or US Department of Justice; Australian foreign investment approval (C) one of the following having occurred: (i) BHP Billiton having received written notice issued by or onbehalf of the Australian Treasurer stating that there are no objections underthe Australian Government's foreign investment policy to a Relevant Acquisition,such notice being unconditional; or (ii) the period provided under the Australian FATA during which theAustralian Treasurer may make an order or interim order under the AustralianFATA prohibiting a Relevant Acquisition having expired, without such an orderhaving been made; or (iii) if an interim order shall have been made to prohibit a RelevantAcquisition, the subsequent period for making a final order having elapsedwithout any such final order having been made; Australian merger control (D) either one of the following having occurred: (i) BHP Billiton having received notice in writing from the ACCC tothe effect that the ACCC does not propose to intervene in or seek to prevent theAcquisition pursuant to section 50 of the Australian Trade Practices Act, suchnotice being unconditional; or (ii) BHP Billiton having been granted clearance or authorisation forthe Acquisition by the ACCC or the Australian Competition Tribunal under PartVII of the Australian Trade Practices Act (such clearance or authorisation beingunconditional), and no application for review of such clearance or authorisationhaving been made within the period prescribed by such Act; Canadian merger control (E) either one of the following having occurred: (i) the Canadian Commissioner having issued an advance rulingcertificate under section 102(1) of the Canadian Competition Act in respect ofthe Acquisition; or (ii) any applicable waiting period under the Canadian Competition Acthaving expired or been earlier terminated or waived by the CanadianCommissioner, and BHP Billiton having been advised by the Canadian Commissionerthat she has determined that grounds do not exist for her to make an applicationto the Canadian Competition Tribunal under section 92 of the CanadianCompetition Act for an order in respect of the Acquisition, such advice beingunconditional; and South African merger control (F) the South African Competition Authorities having unconditionally approvedthe Acquisition in terms of Chapter 3 of the South African Competition Act. BHP Billiton Limited shall be entitled to waive all and any of the abovePre-conditions in whole or in part. APPENDIX II CONDITIONS AND FURTHER TERMS OF THE RIO TINTO PLC OFFER 1. Conditions to the Rio Tinto plc Offer The Rio Tinto plc Offer, which will be made by BHP Billiton Limited will complywith the rules and regulations of the Financial Services Authority and theLondon Stock Exchange and the UK Code. The Rio Tinto plc Offer will be subject to the fulfilment of the followingconditions: Minimum acceptance condition (A) valid acceptances being received (and not, where permitted, withdrawn) bynot later than 3.00 p.m (London time) on the first closing date of the Rio Tintoplc Offer (or such later time(s) and/or date(s) as BHP Billiton Limited may,with the consent of the UK Panel or in accordance with the UK Code, decide) inrespect of the Rio Tinto Plc Shares which would result in BHP Billiton Limitedand/or any other members of the BHP Billiton Group holding Rio Tinto Plc Shareswhich together amount to more than 50 per cent. in nominal value of the totalnumber of Rio Tinto Plc Shares, provided that this condition shall not besatisfied unless BHP Billiton Limited and/or any members of the BHP BillitonGroup shall have acquired or agreed to acquire (whether pursuant to the RioTinto plc Offer or otherwise) Rio Tinto Plc Shares carrying in aggregate morethan 50 per cent of the voting rights then normally exercisable at generalmeetings of Rio Tinto plc. For the purposes of this condition: (i) shares which have been unconditionally allotted but not issuedbefore the Rio Tinto plc Offer becomes or is declared unconditional as toacceptances, whether pursuant to the exercise of any outstanding subscription orconversion rights or otherwise, shall be deemed to carry the voting rights theywill carry on being entered into the register of members of Rio Tinto plc; and (ii) the expression "Rio Tinto plc Shares to which the Rio Tinto plcOffer relates" shall be construed in accordance with sections 974 to 991 of theUK Companies Act 2006. European Union merger control (B) in the event that Pre-condition (A) is waived, insofar as the Acquisitionconstitutes a concentration with a Community dimension within the scope of theMerger Regulation; (i) one of the following having occurred: (a) the European Commissionhaving made a decision declaring the concentration compatible with the commonmarket under Article 6(1)(b), 8(1) or 8(2) of the Merger Regulation (or havingbeen deemed to have declared the concentration compatible with the common marketpursuant to the presumption in Article 10(6) of the Merger Regulation); or (b) the European Commission nothaving taken a decision in accordance with Article 6(1)(b), 6(1)(c), 8(1), 8(2)or 8(3) of the Merger Regulation within the time limits set in Articles 10(1)and 10(3) and is thereby deemed to have declared the concentration compatiblewith the common market pursuant to the presumption in Article 10(6) of theMerger Regulation; or (c) if the European Commissionshall have made a referral to one or more competent authorities under Articles 4(4) or 9(1) of the Merger Regulation in connection with part or all of theconcentration: 1. such competent authorities having issued a decision, finding ordeclaration approving the proposed acquisition and permitting its closingwithout any breach of applicable law or of the Merger Regulation; and 2. the condition set out in sub-paragraphs (a) or (b) above havingbeen satisfied in respect of any part of the concentration retained to bereviewed by the European Commission under the Merger Regulation; and (ii) if one or more competent authorities takes appropriate measuresto protect its legitimate interests pursuant to Article 21(4) of the MergerRegulation, such measures not preventing completion of the proposed acquisitionwithout a breach of any applicable law or of the Merger Regulation; US merger control (C) in the event that Pre-condition (B) is waived, all filings having beenmade and all or any applicable waiting periods (including any extensionsthereof) under the United States Hart-Scott Rodino Antitrust Improvements Act of1976 and the regulations thereunder having expired, lapsed or been terminated asappropriate in each case in respect of the Acquisition and no member of the RioTinto Group or the BHP Billiton Group being subject to threatened or actuallitigation, or to any order or injunction of a court of competent jurisdictionin the United Sates that prohibits consummation of the Acquisition as a resultof action brought by the US Federal Trade Commission or US Department ofJustice; Australian foreign investment approval (D) in the event that Pre-condition (C) is waived, one of the followinghaving occurred: (i) BHP Billiton having received written notice issued by or on behalf ofthe Australian Treasurer stating that there are no objections under theAustralian Government's foreign investment policy to a Relevant Acquisition,such notice being unconditional; or (ii) the period provided under the Australian FATA during which theAustralian Treasurer may make an order or interim order under the AustralianFATA prohibiting a Relevant Acquisition having expired without such an orderhaving been made; or (iii) if an interim order shall have been made to prohibit a RelevantAcquisition, the subsequent period for making a final order having elapsedwithout any such final order having been made; Australian merger control (E) in the event that Pre-condition (D) is waived, either one of thefollowing having occurred: (i) BHP Billiton having received notice in writing from the ACCC tothe effect that the ACCC does not propose to intervene in or seek to prevent theAcquisition pursuant to section 50 of the Australian Trade Practices Act, suchnotice being unconditional; or (ii) BHP Billiton having been granted clearance or authorisation for theAcquisition by the ACCC or the Australian Competition Tribunal under Part VII ofthe Australian Trade Practices Act (such clearance or authorisation beingunconditional), and no application for review of such clearance or authorisationhaving been made within the period prescribed by such Act; Canadian merger control (F) in the event that Pre-condition (E) is waived, either one of thefollowing having occurred: (i) the Canadian Commissioner having issued an advance ruling certificateunder section 102(1) of the Canadian Competition Act in respect of theAcquisition; or (ii) any applicable waiting period under the Canadian Competition Act havingexpired or been earlier terminated or waived by the Canadian Commissioner, andBHP Billiton having been advised by the Canadian Commissioner that she hasdetermined that grounds do not exist for her to make an application to theCanadian Competition Tribunal under section 92 of the Canadian Competition Actfor an order in respect of the Acquisition, such advice being unconditional; South African merger control (G) in the event that Pre-condition (F) is waived, the South AfricanCompetition Authorities having unconditionally approved the Acquisition in termsof Chapter 3 of the South African Competition Act; Approvals by Public Authorities (H) BHP Billiton having received all Approvals (other than those referred toin paragraphs (B) to (G) above, inclusive) which are required by law or by anyPublic Authority: (i) to permit the Rio Tinto plc Offer and the Rio Tinto Limited Offerto be made and to be accepted by Rio Tinto plc Shareholders and Rio TintoLimited Shareholders, respectively; or (ii) as a result of the Acquisition and which are necessary for thecontinued operation or ownership of the business or any part of the business ofany member of the Rio Tinto Group, and, in each case, those Approvals shall have been on an unconditional basis andremain in force in all respects and there has been no notice, intimation orindication of intention to revoke, suspend, restrict, modify or not renew thoseApprovals; No action adversely affecting the Acquisition (I) during the Relevant Period: (i) there having not been any preliminary or final decision, order ordecree issued by any Public Authority; (ii) no action, investigation or examination or any other step havingbeen taken, instituted, or threatened by any Public Authority; (iii) no application having been made to any Public Authority (other thanan application by BHP Billiton Limited or any company within the BHP BillitonGroup); which: (iv) restrains, prohibits or impedes, or threatens to restrain, prohibitor impede, or may otherwise materially adversely impact upon: (a) the Acquisition (includingthe making of the Rio Tinto plc Offer or the Rio Tinto Limited Offer or theacquisition by BHP Billiton of any other securities in Rio Tinto plc or RioTinto Limited or any other member of the Rio Tinto Group); or (b) the rights of BHP Billiton Limitedin respect of any Rio Tinto plc Shares or Rio Tinto Limited Shares to beacquired under the Rio Tinto plc Offer or the Rio Tinto Limited Offer orotherwise or any other securities in any member of the Rio Tinto Group; or (v) in consequence of, or in connection with, the Acquisition, seeks torequire the divestiture by BHP Billiton Limited of any Rio Tinto plc Shares orRio Tinto Limited Shares, or the divestiture of any assets (including thevariation or termination of any contractual rights) by any member of the RioTinto Group or by any member of the BHP Billiton Group; (vi) in consequence of, or in connection with, the Acquisition, imposesany limitation on the ability of any member of the BHP Billiton Group or the RioTinto Group to conduct their respective businesses (or any of them) or to ownany of their respective assets or properties or any part thereof being alimitation that (individually or together with others) has or could reasonablybe expected to have a materially adverse effect on the assets, liabilities,financial or trading position, profitability, production or prospects of anymember of the BHP Billiton Group or any member of the Rio Tinto Group; or (vii) in consequence of, or in connection with, the Acquisition, requiresany member of the BHP Billiton Group to acquire or offer to acquire any sharesor other securities (or the equivalent) or interest in any body corporate orother entity, other than Rio Tinto plc or Rio Tinto Limited and during the Relevant Period, all applicable waiting and other time periodsduring which any Public Authority could institute, implement or threaten anyaction, proceeding, suit, investigation, examination, enquiry or reference orany other step under the laws of any jurisdiction in respect of the Rio Tintoplc Offer or Rio Tinto Limited Offer or the acquisition or proposed acquisitionof any Rio Tinto plc Shares or Rio Tinto Limited Shares having expired, lapsedor terminated; (J) during the Relevant Period no law having been enacted, made, proclaimedor decreed, or having been proposed to be enacted, made, proclaimed or decreed,which: (i) restrains, prohibits or impedes, or threatens to restrain,prohibit or impede, or may otherwise materially adversely impact upon: (a) the Acquisition (includingthe making of the Rio Tinto plc Offer or the Rio Tinto Limited Offer or theacquisition by BHP Billiton Limited of any other securities in Rio Tinto plc orRio Tinto Limited or any other member of the Rio Tinto Group); or (b) the rights of BHP BillitonLimited in respect of any Rio Tinto plc Shares or Rio Tinto Limited Shares to beacquired under the Rio Tinto plc Offer or the Rio Tinto Limited Offer orotherwise or any other securities in any member of the Rio Tinto Group; or (ii) seeks to require the divestiture by BHP Billiton Limited of any RioTinto plc Shares or Rio Tinto Limited Shares, or the divestiture of any assetsby (including the variation or termination of any contractual rights of) anymember of the Rio Tinto Group or by any member of the BHP Billiton Group; or (iii) imposes any limitation on the ability of any member of the BHP BillitonGroup or the Rio Tinto Group to conduct their respective businesses (or any ofthem) or to own any of their respective assets or properties or any part thereofbeing a limitation that (individually or together with others) has or couldreasonably be expected to have a materially adverse effect on the assets,liabilities, financial or trading position, profitability, production orprospects of any member of the BHP Billiton Group or any member of the Rio TintoGroup; or (iv) requires any member of the BHP Billiton Group to acquire or offer toacquire any shares or other securities (or the equivalent) or interest in anybody corporate or other entity other than Rio Tinto plc or Rio Tinto Limited; or would do so (in respect of any or all of the foregoing) if enacted, made,proclaimed or decreed as proposed; BHP Billiton shareholder approval (K) the BHP Billiton Shareholder Resolutions having been passed at the BHPBilliton EGMs (or at any adjournment thereof); Quotation of New BHP Billiton Plc Shares, new BHP Billiton Plc ADRs, New BHPBilliton Limited Shares and new BHP Billiton Limited ADRs (L) the admission to the UK Official List of the New BHP Billiton Plc Sharesto be issued in connection with the Rio Tinto plc Offer having become effectivein accordance with the UK Listing Rules and the admission of such shares totrading having become effective in accordance with the Admission and DisclosureStandards of the London Stock Exchange or if BHP Billiton and Rio Tinto plc sodetermine and subject to the consent of the UK Panel, the UKLA having agreed toadmit such shares to the UK Official List and the London Stock Exchange havingagreed to admit such shares to trading subject only to (i) the allotment of suchshares and/or (ii) the Rio Tinto plc Offer having become or having been declaredunconditional in all respects; (M) permission for the admission to quotation of the New BHP Billiton LimitedShares to be issued in connection with the Rio Tinto plc Offer having beengranted by ASX, subject only to: (i) the allotment and issue of such shares; and (ii) the provision of the following information to ASX: (a) the date of allotment andnumber of shares for which quotation is sought; (b) confirmation that theshares have been allocated into the issuer sponsored sub register; (c) a statement setting outthe issued capital of BHP Billiton Limited following allotment; and (d) a statement setting outthe names of the 20 largest holders of BHP Billiton Limited Shares and thepercentage held by each; (N) confirmation having been received by BHP Billiton that the new BHPBilliton Plc ADRs representing the New BHP Billiton Plc Shares and the new BHPBilliton Limited ADRs representing the New BHP Billiton Limited Shares beingoffered in the US Offer have been approved for listing, subject to officialnotice of issuance, on the New York Stock Exchange, and, absent an availableexemption from the registration requirements of the Securities Act, theregistration statement for the New BHP Billiton Plc Shares, the new BHP BillitonPlc ADRs, the New BHP Billiton Limited Shares and the new BHP Billiton LimitedADRs to be issued pursuant to the US Offer having become effective under theSecurities Act, and no stop order suspending the effectiveness of theregistration statement having been issued nor proceedings for that purposehaving been initiated or threatened by the SEC and BHP Billiton Plc havingreceived all necessary US state securities law or blue sky authorizations; Inter-conditionality of Rio Tinto plc Offer and Rio Tinto Limited Offer (O) the Rio Tinto Limited Offer having become or having been declared free ofall Rio Tinto Limited Offer Conditions (other than the Rio Tinto plc OfferDefeating Condition); Non-existence of certain rights (P) no person (other than a member of the BHP Billiton Group) having or willhave any right (whether subject to conditions or not) under any Material RioTinto Agreement, in consequence of BHP Billiton Limited acquiring securities inRio Tinto plc or Rio Tinto Limited or a change in the control or management ofRio Tinto plc or Rio Tinto Limited or otherwise, to: (i) acquire from any member of the Rio Tinto Group, or to require thedisposal by any member of the Rio Tinto Group of, or to require any member ofthe Rio Tinto Group to offer to dispose of, any Material Rio Tinto Asset; (ii) terminate, or to vary the terms or performance of, or to vary therights, obligations and liabilities of any member of the Rio Tinto Group under,any Material Rio Tinto Agreement; (iii) require repayment of any moneys borrowed by or any other indebtedness(actual or contingent) of any member or members of the Rio Tinto Groupimmediately or earlier than their or its stated maturity date or repayment datefor a material amount in aggregate or withdraw or inhibit the ability of anymember to borrow moneys or incur indebtedness; (iv) enforce, claim, create or vary any mortgage, charge or other securityinterest over any Material Rio Tinto Asset, other than a right for which a written, enforceable, irrevocable andunconditional waiver or release has been obtained from the person by Rio Tintoplc and Rio Tinto Limited before the end of the Relevant Period, and whichwaiver or release has been publicly disclosed; No material transactions, claims or changes in the conduct of the business ofthe Rio Tinto Group (Q) save as disclosed in any public announcement by Rio Tinto plc or Rio TintoLimited in each case delivered to a Regulatory Information Service or to the ASX("Publicly Disclosed") prior to the Announcement Date, no member of the RioTinto Group having during the Relevant Period: (i) acquired, offered to acquire or agreed to acquire one or moreshares, companies or assets (or an interest in one or more shares, companies orassets) for an amount in aggregate that is material; (ii) disposed (including by grant of a mortgage, charge, encumbranceor other security interest), offered to dispose or agreed to dispose of: (a) one or more shares, companiesor assets (or an interest in one or more shares, companies or assets) for anamount or having a market value in aggregate that is material; (b) one or more Iron Ore Assets(or an interest in one or more Iron Ore Assets) for an amount or having a marketvalue in aggregate that is material in the context of the Iron Ore Business; For the avoidance of doubt (c) a disposal of, an offer todispose of or an agreement to dispose of one or more shares or interests in acompany or entity which owns (directly or indirectly) an interest in an Iron OreAsset is taken to be a disposal of, an offer to dispose of or an agreement todispose of (as the case may be) an interest in that Iron Ore Asset; and (d) a reference to assets insubparagraph (a) above includes (without limitation) Iron Ore Assets; (iii) entered into or offered to enter into any joint venture, asset orprofit sharing, partnership, merger of businesses (including through a multiplelisted companies structure) or of corporate entities: (a) in respect of any Iron OreAssets having a market value in aggregate that is material in the context of theIron Ore Business; or (b) otherwise involving amaterial commitment in aggregate; (iv) other than in the ordinary course of business, incurred,committed to or brought forward the time for incurring or committing, or grantedto another person a right the exercise of which would involve a member of theRio Tinto Group incurring or committing to, any capital expenditure orliability, or forgone any revenue, for one or more related items or amounts thatare material in aggregate; (v) issued or agreed to issue, authorised or proposed the issue of,any equity, debt or hybrid security (including any security convertible intoshares of any class) or rights, warrants or options to subscribe for or acquireany such securities, other than Rio Tinto plc Shares or Rio Tinto Limited Sharesissued as a result of exercise or conversion of any options or rights issued orgranted pursuant to a Rio Tinto plc Share Scheme or Rio Tinto Limited ShareScheme provided that the issue or grant of the options or rights was made andpublicly disclosed before the Announcement Date; (vi) recommended, declared, paid or made, or resolved to recommend,declare, pay or make any bonus, dividend or other distribution whether payablein cash, in specie or otherwise except for half-year and full-year dividendspayable in cash at a level which is not materially different to the pastpractice of the relevant member of the Rio Tinto Group; (vii) made or authorised or proposed or announced an intention topropose any change in its loan capital for a material amount in aggregate; (viii) issued or agreed to issue any debentures or save in the ordinarycourse of business incurred or increased any indebtedness or become subject toany contingent liability for a material amount in aggregate; (ix) purchased, bought-back, cancelled, redeemed or repaid any of itsown shares or other securities or the shares or securities of any other memberof the Rio Tinto Group, or otherwise reduced its share capital in any way, orconsolidated or subdivided all or any part of its share capital or otherwiseconverted any or all of its shares into a larger or smaller number, or otherwisemade any other change to, or reconstruction of, any part of its share capital(other than as a consequence of an issue of Rio Tinto plc Shares or Rio TintoLimited Shares upon the exercise or conversion of any options or rights issuedor granted pursuant to a Rio Tinto plc Share Scheme or Rio Tinto Limited ShareScheme provided that the issue or grant of the options or rights was made andPublicly Disclosed before the Announcement Date); (x) implemented or entered into any scheme or arrangement orcompromise (including one for a reconstruction or amalgamation of any members ofthe Rio Tinto Group), or a deed of company arrangement, or any analogousprocedure, scheme or arrangement in any jurisdiction; (xi) entered into, renewed or changed the terms of any contract ofservice with, any director or senior executive of Rio Tinto plc or Rio TintoLimited or another material member of the Rio Tinto Group; (xii) taken any corporate action or had any legal proceedings started orthreatened against it in any jurisdiction and no order or determination havingbeen made by a Public Authority: (a) for its winding-up,dissolution or reorganisation; or (b) for the appointment of areceiver, receiver and manager, administrative receiver, administrator, trusteeor similar officer in respect of all or any of its assets or revenues; or (c) for the appointment of anadministrator, liquidator or provisional liquidator, (or any analogous proceedings in any jurisdiction), and no such personhaving been appointed during the Relevant Period; (xiii) had any claim made or threatened against it, or litigation,arbitration proceedings, prosecution or other legal proceedings commencedagainst it, involving a claim of a material amount; (xiv) other than in the ordinary course of business, entered into anycontract, transaction or arrangement which would be restrictive on the businessof any member of the Rio Tinto Group or, if the Acquisition is completed, theEnlarged Group, where such restriction having had or could reasonably beexpected to have a materially adverse effect on the assets, liabilities,financial or trading position, profitability, production or prospects of anymember of the Rio Tinto Group or, if the Acquisition is completed, any member ofthe Enlarged Group; (xv) waived or compromised any claim for a material amount (or foramounts which in aggregate are material); (xvi) made any changes in its Constitution or passed any specialresolution; (xvii) varied or terminated any of the Rio Tinto DLC Agreements; (xviii) borrowed or agreed to borrow any money (except for temporaryborrowing from its bankers in the ordinary course of business) for a materialamount (or for amounts which in aggregate are material); (xix) released, discharged or modified any substantial obligation to it ofany person, firm or corporation (or agreed to do so) and such release, dischargeor modification having had or could reasonably be expected to have a materiallyadverse effect on the assets, liabilities, financial or trading position,profitability, production or prospects of any member of the Rio Tinto Group; (xx) done anything that (individually or together with any other thingsdone by the member or any other member of the Rio Tinto Group) having had orcould reasonably be expected to have a materially adverse effect on the assets,liabilities, financial or trading position, profitability, production orprospects of any member of the Rio Tinto Group; (xxi) publicly disclosed the existence of any matter described insub-paragraphs (i) to (xx) above of this condition (Q); or (xxii) entered into any contract, commitment, arrangement or agreement orpassed any resolution or made any offer (which remains open for acceptance) withrespect to, or publicly announced an intention to, or proposal to, do anythingdescribed in sub-paragraphs (i) to (xx) above of this condition (Q); No material adverse change (R) during the Relevant Period: (i) there having been no occurrence, event or matter, including (withoutlimitation): (a) any change in the status or terms of arrangements entered intowith any member of the Rio Tinto Group, any change in the status or terms of anyApprovals which are applicable to any member of the Rio Tinto Group or any stepshaving been taken which are likely to result in a change in the status or termsof any Approvals which are applicable to any member of the Rio Tinto Group(whether or not wholly or partly attributable to the making of the Rio Tinto plcOffer or the Rio Tinto Limited Offer or the acquisition of any shares in RioTinto plc or Rio Tinto Limited); (b) any failure by any past or present member of the Rio Tinto Groupto comply with any law or regulation of any jurisdiction with regard to thedisposal, spillage, release, discharge, leak or emission of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health or animal health or otherwise relating to environmental matters orotherwise any such disposal, spillage, release, discharge, leak or emission(whether or not the same constituted a non-compliance by any person with anysuch law or regulation, and wherever the same may have taken place); or (c) any past or present member of the Rio Tinto Group havingbecome liable (whether actually or contingently) to make good, repair, reinstateor clean up any property or any controlled waters now or previously owned,occupied, operated or made use of or controlled by any such past or presentmember of the Rio Tinto Group; (d) any litigation, arbitration proceedings, prosecution orother legal proceedings to which any member of the Rio Tinto Group is or maybecome a party (whether as a plaintiff, defendant or otherwise), or anyinvestigation by any Public Authority against or in respect or any member of theRio Tinto Group, having been instituted, announced or threatened by or againstor remaining outstanding in respect of any member of the Rio Tinto Group; (e) any contingent or other liability having arisen; (f) any liability for duty or tax; (g) any change in law (whether retrospective or not), that (individually or together with others) has had or could reasonably beexpected to have a materially adverse effect on the assets, liabilities,financial or trading position, profitability, production or prospects of the RioTinto Group taken as a whole; and (ii) no occurrence, event or matter, as described in sub-paragraph (i) aboveof this condition (R), which occurred before the Announcement Date but was notapparent from publicly available information before then, having become public; (S) during the Relevant Period, BHP Billiton Limited not having discoveredthat any document filed by or on behalf of any member of the Rio Tinto Groupwith any Public Authority or ASIC prior to the Announcement Date contains amaterial inaccuracy or is misleading (whether by omission or otherwise) in amaterial respect; Withdrawals (T) if after the Rio Tinto plc Offer shall have become or have been declaredunconditional as to acceptances Rio Tinto plc Shareholders who have accepted theRio Tinto plc Offer having become entitled to withdraw their acceptancespursuant to Section 87Q of the Financial Services and Markets Act 2000 (UK) RioTinto plc Shareholders not having withdrawn their acceptances in respect of suchnumber of Rio Tinto plc Shares so that the Rio Tinto plc Shares acquired oragreed to be acquired by BHP Billiton Limited or any of its wholly-ownedsubsidiaries, either pursuant to the Rio Tinto plc Offer or otherwise, willresult in BHP Billiton Limited and any of its wholly-owned subsidiaries holdingRio Tinto plc Shares which together carry 50 per cent. or less of the votingrights then normally exercisable at general meetings of Rio Tinto plc; and BHP Billiton Limited reserves the right to waive, in whole or in part, all orany of the above conditions, except conditions (A) and (K). BHP Billiton Limitedmay waive conditions (L) and (M) only with the prior approval of the UK Panel. Condition (K) must be fulfilled by, and conditions (B) to (J) (inclusive) and(L) to (T) (inclusive) fulfilled or waived by midnight (London time) on the 21stday after the later of the first closing date of the Rio Tinto plc Offer and thedate on which condition (A) is fulfilled (or in each such case such later dateas BHP Billiton Limited may, with the consent of the UK Panel, decide). BHPBilliton Limited shall be under no obligation to waive or treat as satisfied anyof the conditions (B) to (J) (inclusive) and (L) to (T) (inclusive) by a dateearlier than the latest date specified above for the satisfaction thereof,notwithstanding that the other conditions of the Rio Tinto plc Offer may at suchearlier date have been waived or fulfilled and that there are at such earlierdate no circumstances indicating that any of such conditions may not be capableof fulfilment. If BHP Billiton Limited is required by the UK Panel to make anoffer for Rio Tinto plc Shares under the provisions of Rule 9 of the UK Code,BHP Billiton Limited may make such alterations to any of the above conditions asare necessary to comply with the provisions of that Rule. In the event that Pre-Condition (A) is waived, if the Acquisition constitutes aconcentration with a community dimension within the scope of the MergerRegulation and the European Commission initiates proceedings under Article 6(1)(c) or following a referral by the European Commission under Article 9(1) to acompetent authority in the United Kingdom there is a subsequent reference to theCompetition Commission before, in each case, 3.00 p.m. (London time) on thefirst closing date of the Rio Tinto plc Offer or the date and time on which theRio Tinto plc Offer becomes unconditional (whichever is the later), the RioTinto plc Offer will lapse. If the Rio Tinto plc Offer lapses, the Rio Tintoplc Offer will cease to be capable of further acceptance and BHP BillitonLimited and accepting Rio Tinto plc Shareholders will cease to be bound byacceptances submitted at or before the time when the Rio Tinto plc Offer solapses. The Rio Tinto plc Offer will be governed by English law and be subject to thejurisdiction of the English courts, to the conditions set out above and in theformal Rio Tinto plc Offer Document and related Form of Acceptance. 2. Certain further terms of the Rio Tinto plc Offer Fractions of New BHP Billiton Limited Shares or Interim Shares will not beallotted or issued to persons accepting the Rio Tinto plc Offer. Fractionalentitlements will be rounded up or down to the nearest whole number (withentitlements to 0.5 of a New BHP Billiton Limited Share or of an Interim Sharebeing rounded up). The Rio Tinto plc Offer will not be made, directly or indirectly, in or into, orby use of the mails of, or by any means or instrumentality (including, withoutlimitation, facsimile transmission, telex, telephone or e-mail) of interstate orforeign commerce of, or of any facility of a national securities exchange of,Japan or any other jurisdiction where to do so would constitute a violation ofthe laws of that jurisdiction and the Rio Tinto plc Offer will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinany such jurisdiction. BHP Billiton Limited reserves the right to deem a shareholder resident in such ajurisdiction to have elected for a particular form of consideration, or to havemade no election at all, or to offer such shareholder cash only by way ofconsideration, in each case in connection with the Rio Tinto plc Offer or anycompulsory acquisition procedures. BHP Billiton Limited further reserves theright to meet the cash consideration due to such shareholders either from itsown reserves or by arranging, as it thinks fit, the sale or allotment of theshares to which such shareholders would otherwise be entitled and then remittingthe cash proceeds of such sale or allotment, net of expenses, to suchshareholders instead. The New BHP Billiton Plc Shares will be issued credited as fully paid and willrank pari passu in all respects with the existing BHP Billiton Plc Shares, savethat BHP Billiton Limited reserves the right to withhold any dividend not yetpaid for the half year ending 31 December 2008 or any subsequent period if RioTinto plc Shareholders would otherwise receive a Rio Tinto dividend and a BHPBilliton dividend for the same period or a substantial part of that period.Applications will be made to the UKLA for the New BHP Billiton Plc Shares to beadmitted to the Official List and to the London Stock Exchange for the New BHPBilliton Plc Shares to be admitted to trading. In addition, application will be made to the New York Stock Exchange for listingof the new BHP Billiton Limited ADRs (representing New BHP Billiton LimitedShares) and the new BHP Billiton Plc ADRs (representing the New BHP Billiton PlcShares) being offered in the US Offer. Application will be made for New BHP Billiton Limited Shares to be admitted toquotation on ASX. It is expected that admission will become effective upon issueand allotment of the New BHP Billiton Limited Shares to accepting Rio Tintoshareholders and provision of standard information to ASX, and that such New BHPBilliton Limited Shares may be traded on ASX as from that time. The New BHPBilliton Limited Shares will, when issued, be fully paid and rank pari passu inall respects with existing BHP Billiton Limited Shares, including, where therecord date for determining entitlements is on or after the date of issue of NewBHP Billiton Limited Shares, the right to all dividends and other distributions(if any) declared, made or paid by BHP Billiton Limited save that BHP Billitonreserves the right to withhold any dividend not yet paid for the half yearending 31 December 2008 or any subsequent period if Rio Tinto shareholders wouldotherwise receive a Rio Tinto dividend and a BHP Billiton dividend for the sameperiod or a substantial part of that period. The Rio Tinto plc Shares which will be acquired under the Rio Tinto plc Offerwill be acquired fully paid and free from all liens, equities, charges,encumbrances, options, rights of pre-emption and any other third party rightsand interests of any nature and together with all rights now or hereafterattaching or accruing to them, including voting rights and the right to receiveand retain in full all dividends and other distributions (if any) declared, madeor paid on or after the date of this Announcement other than the followingdividends if paid or payable in cash: n 2007 final dividend (being the final dividend for the year ended 31December 2007) at a level which does not exceed US$ 0.832 per share; n 2008 interim dividend (being the interim dividend for the six month periodending 30 June 2008) at a level which does not exceed US$ 0.676 per share; and n 2008 final dividend (being the final dividend for the year ended 31December 2008) at a level which does not exceed US$ 0.946 per share. No BHP Billiton securities will be issued pursuant to the US Offer component ofthe Rio Tinto plc Offer unless and until the Registration Statement on Form F-4,which BHP Billiton plans to file with the SEC in respect of such US Offer, isdeclared effective by the SEC. APPENDIX III CONDITIONS AND FURTHER ITEMS OF THE RIO TINTO LIMITED OFFER 1. Conditions to the Rio Tinto Limited Offer The Rio Tinto Limited Offer, which will be made by BHP Billiton Limited, will bemade in accordance with Chapter 6 of the Australian Corporations Act (as itapplies to BHP Billiton). The Rio Tinto Limited Offer Conditions are identical to the Rio Tinto plc OfferConditions set out in Appendix II except that conditions (L), (N) and (T) areomitted (not being conditions to the Rio Tinto Limited Offer) and conditions(A), (M) and (O) are replaced with the following: Minimum acceptance condition (A) at the time the Rio Tinto Limited Offer has become free of conditions(other than this condition (A)), either as a result of the conditions beingsatisfied or the Rio Tinto Limited Offer being declared free of the conditions,BHP Billiton Limited having a relevant interest in more than 50 per cent of thePublicly-held Rio Tinto Limited Shares on issue; Quotation of New BHP Billiton Limited Shares (M) permission for the admission to quotation of the New BHP Billiton LimitedShares to be issued in connection with the Rio Tinto Limited Offer having begranted by ASX, subject only to: (i) the allotment and issue of such shares; and (ii) the provision of the following information to ASX: (a) the date of allotment and number of shares for which quotationis sought; (b) confirmation that the shares have been allocated into theissuer sponsored sub register; (c) a statement setting out the issued capital of BHP BillitonLimited following allotment; and (d) a statement setting out the names of the 20 largest holders ofBHP Billiton Limited Shares and the percentage held by each; Inter-conditionality of Rio Tinto plc Offer and Rio Tinto Limited Offer (O) the Rio Tinto plc Offer having become or having been declared free ofall Rio Tinto plc Offer Conditions (other than the Rio Tinto Limited OfferDefeating Condition); Offers will be made under the Rio Tinto Limited Offer subject to fulfilment ofthe Rio Tinto Limited Offer Conditions (if the Pre-conditions are satisfied orwaived) to each holder of Rio Tinto Limited Shares on the Rio Tinto LimitedRegister Date, and may be extended in BHP Billiton Limited's discretion to anyperson who becomes registered, or entitled to be registered as the holder of RioTinto Limited Shares from the Rio Tinto Limited Register Date to the end of theOffer Period due to conversion of, or exercise of rights attaching to,securities that exist on the Register Date and (i) will convert, or may beconverted, to Rio Tinto Limited Shares or (ii) confer rights to be issued RioTinto Limited Shares. Transferees of Rio Tinto Limited Shares will be entitledto accept offers as provided under section 653B of the Australian CorporationsAct. All Rio Tinto Limited Offer Conditions other than Rio Tinto Limited OfferCondition (D) will operate as defeating conditions. Rio Tinto Limited OfferCondition (D) will be a condition precedent to provisions of contracts resultingfrom acceptance of offers under the Rio Tinto Limited Offer which relate to BHPBilliton acquiring an interest in Rio Tinto Limited Shares becoming binding.Any breach or non-fulfilment of a Rio Tinto Limited Offer Condition may berelied upon only by BHP Billiton Limited which may waive (generally or inrespect of a particular event) the breach or non-fulfilment of that condition. BHP Billiton Limited will not declare the Rio Tinto Limited Offer free ofcondition (O) unless it has been satisfied. Under section 625 of the Australian Corporations Act, the Rio Tinto LimitedOffer is also subject to a non-waivable condition (subject to any modificationby ASIC) that an application for admission of the New BHP Billiton LimitedShares to quotation on ASX be made within 7 days after the date on which the BHPBilliton Bidder's Statement is served on Rio Tinto Limited and that permissionfor admission to quotation of those shares on ASX be granted no later than 7days after the end of the Rio Tinto Limited Offer Period. In accordance with the Australian Corporations Act, BHP Billiton Limited will beentitled to declare the Rio Tinto Limited Offer free of any of the Rio TintoLimited Offer Conditions not less than 7 days before the last day of the RioTinto Limited Offer Period. However, BHP Billiton Limited will not declare theoffers free of Rio Tinto Limited Offer Condition (D) if to do so would result ina contravention of the Australian FATA. The offers to be made pursuant to Rio Tinto Limited Offer will be governed bythe law in force in the State of Victoria, Australia. 2. Certain further terms of the Rio Tinto Limited Offer Fractions of New BHP Billiton Limited Shares will not be allotted or issued topersons accepting the Offer. Fractional entitlements will be rounded up or downto the nearest whole number (with entitlements to 0.5 of a New BHP BillitonLimited Share being rounded up). The Rio Tinto Limited Offer will not be registered in any jurisdiction outsideAustralia (unless an applicable foreign law treats it as registered as a resultof the BHP Billiton Bidder's Statement being lodged with ASIC). Any shareholderwho wishes to accept the Rio Tinto Limited Offer must first satisfy itself thatsuch acceptance is permitted by any foreign law applicable to that shareholder. If any authority or clearance under Australian law is required to enable ashareholder in Rio Tinto Limited to receive any consideration under the RioTinto Limited Offer, any acceptance of the Rio Tinto Limited Offer will notcreate any right to receive that consideration unless and until all requisiteauthorities or clearances have been received. The Rio Tinto Limited Offer mayprovide that securities which would otherwise be issued to an acceptingshareholder resident in a jurisdiction outside Australia may be vested in anominee and sold, with the net proceeds of sale remitted to the acceptingshareholder. The New BHP Billiton Limited Shares to be issued pursuant to the Rio TintoLimited Offer have not been and will not be registered under any of the relevantsecurities laws of Japan. Accordingly, the New BHP Billiton Limited Shares maynot be offered, sold or delivered, directly or indirectly, in Japan, exceptpursuant to exemptions from applicable requirements of such jurisdiction. Application will be made for New BHP Billiton Limited Shares to be admitted toquotation on ASX. It is expected that admission will become effective upon issueand allotment of the New BHP Billiton Limited Shares to accepting Rio Tintoshareholders and provision of standard information to ASX, and that such New BHPBilliton Limited Shares may be traded on ASX as from that time. The New BHPBilliton Limited Shares will, when issued, be fully paid and rank pari passu inall respects with existing BHP Billiton Limited Shares, including, where therecord date for determining entitlements is on or after the date of issue of NewBHP Billiton Limited Shares, the right to all dividends and other distributions(if any) declared, made or paid by BHP Billiton Limited save that BHP Billitonreserves the right to withhold any dividend not yet paid for the half yearending 31 December 2008 or any subsequent period if Rio Tinto shareholders wouldotherwise receive a Rio Tinto dividend and a BHP Billiton dividend for the sameperiod or a substantial part of that period. Rio Tinto Limited Shares which will be acquired under the Rio Tinto LimitedOffer will be acquired fully paid and free from all liens, equities, charges,encumbrances, options, rights of pre-emption and any other third party rightsand interests of any nature and together with all rights now or hereafterattaching or accruing to them, including voting rights and the right to receiveand retain in full all dividends and other distributions (if any) declared, madeor paid on or after the Announcement Date other than the following dividends ifpaid or payable in cash: n 2007 final dividend (being the final dividend for the year ended 31December 2007) at a level which does not exceed US$ 0.832 per share; n 2008 interim dividend (being the interim dividend for the six month periodending 30 June 2008) at a level which does not exceed US$ 0.676 per share; and n 2008 final dividend (being the final dividend for the year ended 31December 2008) at a level which does not exceed US$ 0.946 per share. APPENDIX IV BASES AND SOURCES OF INFORMATION (a) Unless otherwise stated, financial and other information concerning BHPBilliton and Rio Tinto has been extracted or derived from the interimstatements, preliminary results and the annual report and accounts of eachcompany for the relevant periods, or from published sources or from BHP Billitonmanagement sources. (b) Unless otherwise stated, average share prices and market capitalisationsthroughout this Announcement reflect volume-weighted averages. (c) The market value of BHP Billiton Limited Shares is based on the closingprice of a BHP Billiton Limited Share of A$46.10, provided by the ASX on 31October 2007, being the last date prior to BHP Billiton's approach to Rio Tinto. (d) The market value of BHP Billiton Plc Shares is based on the closingmiddle-market price of a BHP Billiton Plc Share of £18.31, provided by theLondon Stock Exchange on 31 October 2007, being the last date prior to BHPBilliton's approach to Rio Tinto. (e) The volume weighted average closing share price over the calendar monthended 31 October 2007, being the last date prior to BHP Billiton's approach toRio Tinto, is A$45.77 for BHP Billiton Limited and £17.99 for BHP Billiton Plc. (f) The market value of BHP Billiton Limited Shares is based on theclosing price of a BHP Billiton Limited Share of A$39.32, provided by the ASX on4 February 2008, being the last practicable date prior to this Announcement. (g) The market value of BHP Billiton Plc Shares is based on the closingprice of a BHP Billiton Plc Share of £16.49, provided by the London StockExchange on 4 February 2008, being the last practicable date prior to thisAnnouncement. (h) As at 4 February 2008 (being the last practicable date prior to thisAnnouncement) there were 2,232,522,894 BHP Billiton Plc Shares (including25,515,350 BHP Billiton Plc Shares held by BHP Billiton Limited) and3,358,359,496 BHP Billiton Limited Shares in issue. (i) The market value of Rio Tinto Limited Shares is based on the closingprice of a Rio Tinto Limited Share of A$110.00, provided by the ASX on 31October 2007, being the last date prior to BHP Billiton's approach to Rio Tinto. (j) The market value of Rio Tinto plc Shares is based on the closingmiddle-market price of a Rio Tinto plc Share of £44.90, provided by the LondonStock Exchange on 31 October 2007, being the last date prior to BHP Billiton'sapproach to Rio Tinto. (k) The volume weighted average closing share price over the calendar monthended 31 October 2007, being the last date prior to BHP Billiton's approach toRio Tinto is A$109.20 for Rio Tinto Limited and £43.09 for Rio Tinto plc. (l) The market value of Rio Tinto Limited shares is based on the closingprice of a Rio Tinto Limited share of A$128.11, provided by the ASX on 4February 2008, being the last practicable date prior to this Announcement. (m) The market value of Rio Tinto plc Shares is based on the closingmiddle-market price of a Rio Tinto plc Share of £55.27, provided by the LondonStock Exchange on 4 February 2008, being the last practicable date prior to thisAnnouncement. (n) As at 4 February 2008 (being the last practicable date prior to thisAnnouncement) there were 456,815,943 Rio Tinto Limited Shares and 997,542,790Rio Tinto plc Shares in issue. Rio Tinto plc, through Tinto Holdings AustraliaPty Limited, holds 171,072,520 shares in Rio Tinto Limited. (o) All references to the share capital or market capitalisation of RioTinto Limited refer to the publicly traded shares, or free float, of Rio TintoLimited, which excludes the Rio Tinto Limited Shares held by a wholly-ownedsubsidiary of Rio Tinto plc. (p) All references to the share capital or market capitalisation of BHPBilliton exclude shares held as treasury shares, shares currently held by BHPBilliton Limited in BHP Billiton Plc and not yet cancelled and, in relation tothe Enlarged Group, any intra-DLC cross-holdings. (q) The exchange rate of 2.077 US$/£ and 0.927 US$/A$ on 31 October 2007. (r) The exchange rate of 1.976 US$/£ and 0.910 US$/A$ on 4 February 2008. (s) All reference to nominal figures assume an inflation rate of 2.5 percent. (t) In arriving at the estimate of cost savings and volume-driven benefits,the Board of BHP Billiton has assumed the following: - that, following completion, BHP Billiton acquires 100% of theshares in Rio Tinto Limited and Rio Tinto plc without undue delay; - that there will be no significant impact on the combined grouparising from any decisions made by competition authorities; - that there will be no material change to the market dynamics inthe combined core markets following completion. In particular, BHP Billiton hasbased these estimates on its understanding of current and future market supply,demand and pricing levels; and - there will be no material change to the relative exchange ratesin the combined core markets and geographies following completion. (u) In arriving at the estimate of cost savings and volume-driven benefits,the Board of BHP Billiton has assumed that there are comparable operations,processes and procedures within Rio Tinto, except where publicly availableinformation clearly indicates otherwise. BHP Billiton's management, through adetailed understanding of BHP Billiton's cost structure, has determined thesource and scale of realisable cost savings. The one-off implementation cashcosts of achieving the cost savings and volume-driven benefits represents thosecosts which are incremental to BHP Billiton's existing plans. In addition toBHP Billiton management's information, the sources of information that BHPBilliton has used to arrive at the estimate of cost savings include: - Rio Tinto's annual report and accounts; - Rio Tinto's presentations to analysts; - Rio Tinto's website; - Documents and statements issued by Rio Tinto in connection with itsacquisition of Alcan; - Analysts' research; - Other public information; and - BHP Billiton's knowledge of the industry and of Rio Tinto. (v) The Board of BHP Billiton has not had discussions with Rio Tinto'smanagement regarding the reasonableness of their assumptions supporting theestimate of cost savings and volume-driven benefits. Therefore, there remains aninherent risk in this forward-looking estimate. (w) Due to the scale of a combined BHP Billiton and Rio Tinto organisation,there may be additional changes to the combined group's operations. In addition,there are several material assumptions underlying the estimate, including theallocation of costs within Rio Tinto, the relative proportion ofvolume-sensitive costs for both BHP Billiton and Rio Tinto and the level ofcosts necessary to operate effectively each combined function or activity. Adetailed sensitivity analysis was conducted to establish the robustness of theestimates to a number of changes in the assumptions in addition to contingenciesfactored in by management. Because of these factors and the fact that thechanges relate to the future, the resulting cost savings and volume-drivenbenefits may be materially greater or less than those estimated. APPENDIX V REPORT ON ESTIMATED COST SAVINGS AND VOLUME-DRIVEN BENEFITS The following are the texts of letters from KPMG and from Goldman SachsInternational relating to the BHP Billiton statement of estimated costs savingsand volume-driven benefits set out in this Announcement: (a) from KPMG Audit Plc KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB United Kingdom The DirectorsBHP Billiton Limited180 Lonsdale StreetMelbourne Vic 3000 The DirectorsBHP Billiton PlcNeathouse PlaceLondon SW1V 1BH Goldman Sachs InternationalPeterborough Court133 Fleet StreetLondon EC4A 2BB 5 February 2008, London Dear Sirs BHP BILLITON OFFER FOR RIO TINTO We refer to the statement made by the directors of BHP Billiton Limited and BHPBilliton Plc ('the Directors') on page 15 of this document ('the Statement') tothe effect that: "...BHP Billiton expects: - US$1.7 billion nominal per annum of cost savings in the third fullyear following completion, achieved through removal of duplication as well asprocurement and operating efficiency savings; and - Further EBITDA enhancement of US$2.0 billion nominal per annum in theseventh full year following completion, driven primarily by the acceleration ofvolumes to customers. In the seventh full year following completion this, therefore, is expected toresult in a total incremental EBITDA of US$3.7 billion nominal per annum ofquantified synergies. The total one-off implementation cash costs related to achieving these synergiesare expected to amount to US$0.65 billion over the first two years followingcompletion." The Statement has been made in the context of the disclosures in notes (s) to(w) of Appendix IV setting out, inter alia, the basis of the Directors' belief(including sources of information) supporting the Statement and their analysisand explanation of the underlying constituent elements. This report is required by Note 8(b) to Rule 19.1 of the City Code on Takeoversand Mergers ('the City Code') and is given for the purpose of complying withthat requirement and for no other purpose. Responsibility The Statement is the responsibility solely of the Directors. It is ourresponsibility and that of Goldman Sachs International to form respectiveopinions, as required by Note 8(b) to Rule 19.1 of the City Code as to whetherthe Statement has been made by the Directors with due care and consideration. Save for any responsibility which we may have to those persons to whom thisreport is expressly addressed, to the fullest extent permitted by law we do notassume any responsibility and will not accept any liability to any other personfor any loss suffered by any such other person as a result of, arising out of,or in connection with this report. Basis of opinion We have discussed the Statement, together with the underlying plans, with theDirectors and with Goldman Sachs International. We have also considered theletter dated 5 February 2008 from Goldman Sachs International to the Directorson the same matter. We conducted our work in accordance with Standards forInvestment Reporting issued by the Auditing Practices Board of the UnitedKingdom. We do not express any opinion as to the achievability of the benefits identifiedby the Directors in the Statement. The Statement is subject to uncertainty asdescribed in this document. Because of the significant changes in the enlargedgroup's operations expected to flow from the acquisition and because theStatement relates to the future, the actual benefits achieved are likely to bedifferent from those anticipated in the Statement and the differences may bematerial. Opinion On the basis of the foregoing, we report that in our opinion the Directors havemade the Statement, in the form and context in which it is made, with due careand consideration. Yours faithfully KPMG Audit Plc (b) from Goldman Sachs International Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB The DirectorsBHP Billiton Limited180 Lonsdale StreetMelbourne Vic 3000 The DirectorsBHP Billiton PlcNeathouse PlaceLondon SW1V 1BH 5 February 2008 Dear Sirs BHP BILLITON OFFER FOR RIO TINTO We refer to the statement of estimated cost savings and volume-driven benefits,the bases of preparation thereof and the notes thereto (together the "Statement") made by BHP Billiton Limited and BHP Billiton Plc ("BHP Billiton") set out inthis document, for which the Directors of BHP Billiton are solely responsible. We have discussed the Statement (including the assumptions and sources ofinformation referred to therein), with the Directors of BHP Billiton and thoseofficers and employees of BHP Billiton who developed the underlying plans. TheStatement is subject to uncertainty as described in this document and our workdid not involve an independent examination of any of the financial or otherinformation underlying the Statement. We have relied upon the accuracy and completeness of all the financial and otherinformation reviewed by us and have assumed such accuracy and completeness forthe purposes of rendering this letter. We have also reviewed the work carriedout by KPMG and have discussed with them the conclusions stated in their letterof 5 February 2008 addressed to yourselves and ourselves on this matter. We do not express any opinion as to the achievability of the cost savings andestimated volume-driven benefits identified by the Directors of BHP Billiton. This letter is provided pursuant to our engagement letter with BHP Billitonsolely to the Directors of BHP Billiton in connection with Note 8 (b) of Rule19.1 of the City Code on Takeovers and Mergers and for no other purpose. Weaccept no responsibility to Rio Tinto or its shareholders or any other personother than the Directors of BHP Billiton in respect of the contents of, or anymatter arising out of or in connection with, this letter. On the basis of the foregoing, we consider that the Statement by BHP Billiton,for which the Directors of BHP Billiton are solely responsible, has been madewith due care and consideration in the context in which it was made. Yours faithfully Simon DingemansManaging Director For and on behalf ofGoldman Sachs International MORE TO FOLLOW This information is provided by RNS The company news service from the London Stock Exchange

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