21st Dec 2007 16:58
Rio Tinto PLC21 December 2007 Rio Tinto welcomes Put up or Shut up deadline 21 December 2007 Rio Tinto welcomes today's announcement by The Takeover Panel Executive that ithas imposed a deadline of 6 February 2008, by which BHP Billiton must, unlessthe Takeover Panel Executive consents otherwise, either announce a firmintention to make an offer for Rio Tinto plc under Rule 2.5 of the UK TakeoverCode or announce that it does not intend to make an offer for Rio Tinto plc. IfBHP Billiton announces that it does not intend to make an offer for Rio Tintoplc, BHP Billiton and any person acting in concert with it will, except with theconsent of the Takeover Panel Executive, be bound by the restrictions containedin Rule 2.8 of the UK Takeover Code for six months from the date of suchannouncement. By 6 February, BHP Billiton will have had 3 months to make a decision and RioTinto believes it is in the interests of the Group and its shareholders thatthis period of uncertainty is brought to an end. The proposal from BHP Billiton suggested that each Rio Tinto share would beexchanged for three shares in BHP Billiton. The Boards of Rio Tinto gave theproposal careful consideration and concluded that it significantly undervaluesRio Tinto and its prospects. Accordingly, the Boards unanimously rejected theproposal as not being in the best interests of shareholders. While the deadline set by the Takeover Panel Executive applies only in respectof Rio Tinto plc, shareholders of both Rio Tinto plc and Rio Tinto Limitedshould note that the dual listed companies' constitution is designed to ensurethat a person cannot take control of one company without having made an offer tothe public shareholders of both companies. Paul Skinner, Chairman of Rio Tinto said: "The Boards are unanimous in the viewthat BHP Billiton's rejected proposal was wholly inadequate and that Rio Tinto'svery strong existing portfolio will create significant future value forshareholders. We have been very clear as to where we stand and feel it is timefor BHP to do likewise. Our shareholders deserve to have certainty and thereforewe welcome the Panel's decision today. "The Boards and management remain focused on the task of delivering on RioTinto's potential and on maximising value for all shareholders." As required by the Takeover Code, Rio Tinto confirms that this announcement isnot being made with the agreement or approval of BHP Billiton. A furtherannouncement will be made in due course. About Rio Tinto Rio Tinto is a leading international mining group headquartered in the UK,combining Rio Tinto plc, a London listed company, and Rio Tinto Limited, whichis listed on the Australian Securities Exchange. Rio Tinto's business is finding, mining, and processing mineral resources. Majorproducts are aluminium, copper, diamonds, energy (coal and uranium), gold,industrial minerals (borax, titanium dioxide, salt, talc) and iron ore.Activities span the world but are strongly represented in Australia and NorthAmerica with significant businesses in South America, Asia, Europe and southernAfrica. Forward-Looking Statements This announcement includes "forward-looking statements" within the meaning ofSection 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. All statements other thanstatements of historical facts included in this announcement, including, withoutlimitation, those regarding Rio Tinto's financial position, business strategy,plans and objectives of management for future operations (including developmentplans and objectives relating to Rio Tinto's products, production forecasts andreserve and resource positions), are forward-looking statements. Suchforward-looking statements involve known and unknown risks, uncertainties andother factors which may cause the actual results, performance or achievements ofRio Tinto, or industry results, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. Such forward-looking statements are based on numerous assumptions regarding RioTinto's present and future business strategies and the environment in which RioTinto will operate in the future. Among the important factors that could causeRio Tinto's actual results, performance or achievements to differ materiallyfrom those in the forward-looking statements include, among others, levels ofdemand and market prices, the ability to produce and transport productsprofitably, the impact of foreign currency exchange rates on market prices andoperating costs, operational problems, political uncertainty and economicconditions in relevant areas of the world, the actions of competitors,activities by governmental authorities such as changes in taxation or regulationand such other risk factors identified in Rio Tinto's most recent Annual Reporton Form 20-F filed with the United States Securities and Exchange Commission(the "SEC") or Form 6-Ks furnished to the SEC. Forward-looking statementsshould, therefore, be construed in light of such risk factors and undue relianceshould not be placed on forward-looking statements. These forward-lookingstatements speak only as of the date of this announcement. Rio Tinto expresslydisclaims any obligation or undertaking (except as required by applicable law,the City Code on Takeovers and Mergers (the "Takeover Code"), the UK ListingRules, the Disclosure and Transparency Rules of the Financial ServicesAuthority and the Listing Rules of the Australian Securities Exchange) torelease publicly any updates or revisions to any forward-looking statementcontained herein to reflect any change in Rio Tinto's expectations with regardthereto or any change in events, conditions or circumstances on which any suchstatement is based. Nothing in this announcement should be interpreted to mean that future earningsper share of Rio Tinto plc or Rio Tinto Limited will necessarily match or exceedits historical published earnings per share. Subject to the requirements of the Takeover Code, none of Rio Tinto, any of itsofficers or any person named in this announcement with their consent or anyperson involved in the preparation of this announcement makes any representationor warranty (either express or implied) or gives any assurance that the impliedvalues, anticipated results, performance or achievements expressed or implied inforward-looking statements contained in this announcement will be achieved. For further information, please contact: Media Relations, London Media Relations, AustraliaChristina Mills Amanda BuckleyOffice: +44 (0) 20 7781 1154 Office: +61 (0) 3 9283 3627Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 419 801 349 Nick Cobban Ian HeadOffice: +44 (0) 20 7781 1138 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 408 360 101 Media Relations, USNancy IvesMobile: +1 619 540 3751 Investor Relations, London Investor Relations, AustraliaNigel Jones Dave SkinnerOffice: +44 (0) 20 7781 2049 Office: +61 (0) 3 9283 3628Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 Investor Relations, North AmericaDavid Ovington Jason CombesOffice: +44 (0) 20 7781 2051 Office: +1 (0) 801 685 4535Mobile: +44 (0) 7920 010 978 Mobile: +1 (0) 801 558 2645 Email: [email protected] Website: www.riotinto.comHigh resolution photographs available at: www.newscast.co.uk This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Rio TintoBHP Group