28th Sep 2007 07:06
Rio Tinto PLC28 September 2007 Rio Tinto shareholders approve the acquisition of Alcan The results of voting at the Extraordinary General Meetings of Rio Tinto plc andRio Tinto Limited, held on 14 September 2007 and 28 September respectively, toapprove the acquisition of Alcan are released today. Under Rio Tinto's dual listed companies structure established in 1995, decisionson significant matters affecting shareholders of Rio Tinto plc and Rio TintoLimited in similar ways are taken through a joint electoral procedure. The following ordinary resolution, which was put to Rio Tinto plc and Rio TintoLimited shareholders on a poll at the respective Extraordinary General Meetings,was subject to the joint electoral procedure and the aggregate results of thejoint poll is as follows: For Against To approve the Acquisition of Alcan Inc. and related matters 708,655,602 19,608,655 Paul Skinner, chairman of Rio Tinto, said, "The Board of Rio Tinto is pleased tohave received such a strong endorsement from shareholders for the Group'sdecision to acquire Alcan. The transaction will bring Rio Tinto a set ofaluminium assets of the highest quality which are competitively well positionedand will transform our aluminium business into a world leader. We are aiming tocomplete the transaction in the fourth quarter of 2007 and are working closelywith various regulatory agencies to achieve that objective." 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. The Sharing Agreement (the agreement relating to the regulation of therelationship between Rio Tinto plc and Rio Tinto Limited following the duallisted companies merger) provides for the public shareholders of Rio Tinto plcand Rio Tinto Limited to vote as a joint electorate on all matters which affectshareholders of both companies in similar ways. These are referred to as JointDecisions. Joint Decisions are voted on a poll. To facilitate the joint votingarrangements, each company has entered into shareholder voting agreements. Eachcompany has issued a Special Voting Share to a special purpose company held intrust by a common trustee. Rio Tinto plc has issued its Special Voting Share(RTP Special Voting Share) to RTL Shareholder SVC and Rio Tinto Limited hasissued its Special Voting Share (RTL Special Voting Share) to RTP ShareholderSVC. The total number of votes cast on Joint Decisions by the publicshareholders of one company are voted at the parallel meeting of the othercompany. For further information, please contact: Media Relations, London Media Relations, Australia Christina Mills Ian Head Office: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620 Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick Cobban Amanda Buckley Office: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627 Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349 Investor Relations, London Investor Relations, Australia Nigel Jones Dave Skinner Office: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628 Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 Investor Relations, North America David Ovington Jason Combes Office: +44 (0) 20 7753 2326 Office: +1 (0) 801 685 4535 Mobile: +44 (0) 7920 010 978 Mobile: +1 (0) 801 558 2645 Email: [email protected] Website: www.riotinto.com High resolution photographs available at: www.newscast.co.uk Additional information The offer to purchase all of the issued and outstanding common shares of Alcanfor US$101 per common share in a recommended, all cash transaction (the "Offer")is being made by Rio Tinto Canada Holding Inc. (the "Offeror"), an indirectwholly-owned subsidiary of Rio Tinto. The Offer represents a total considerationfor Alcan common shares of approximately US$38.1 billion. The Offer is open for acceptance until 6.00 p.m., Canadian Eastern Time, onOctober 23, 2007, unless extended. The Offer is subject to a number ofconditions including valid acceptances by holders of not less than 66 2/3 percent of Alcan shares on a fully diluted basis and the receipt of variousgovernmental and regulatory approvals. The board of Rio Tinto has approved thetransaction. The Offer is expected to close in the fourth quarter of 2007. This announcement is for information purposes only and does not constitute orform part of any offer or invitation to purchase, otherwise acquire, subscribefor, sell, otherwise dispose of or issue, or any solicitation of any offer tosell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for,any security. The Offer (as the same may be varied or extended in accordancewith applicable law) is being made exclusively by means of, and subject to theterms and conditions set out in, the offer and takeover bid circular deliveredto Alcan and filed with Canadian provincial securities regulators and the UnitedStates Securities and Exchange Commission (the "SEC") and mailed to Alcanshareholders. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In connection with the Offer, an offer and takeover bid circular as well asancillary documents such as a letter of transmittal and a notice of guaranteeddelivery have been filed with the Canadian securities regulatory authorities andthe SEC and an Alcan directors' circular with respect to the Offer has also beenfiled. A Tender Offer statement on Schedule TO (the "Schedule TO") and aSolicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")has also been filed with the SEC. SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR(INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THESCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OFTRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEYCONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. The offer and takeover bid circular as well as other materials filed with theCanadian securities regulatory authorities are available electronically withoutcharge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are availableelectronically without charge at the SEC's website, www.sec.gov. Materials filedwith the SEC or the Canadian securities regulatory authorities may also beobtained without charge at Rio Tinto's website, www.riotinto.com. While the Offer is being made to all holders of Alcan common shares, thisannouncement does not constitute an offer or a solicitation in any jurisdictionin which such offer or solicitation is unlawful. The Offer is not being made in,nor will deposits be accepted in, any jurisdiction in which the making oracceptance thereof would not be in compliance with the laws of suchjurisdiction. However, the Offeror may, in its sole discretion, take such actionas it may deem necessary to extend the Offer in any such jurisdiction. The Offer is made to holders in France of Alcan common shares admitted totrading on Euronext-Paris. An announcement including the main informationrelating to the Offer documents has been prepared and released pursuant toarticle 231-24 of the AMF General Regulation and contains information relatingto how and in which time limit Alcan shareholders residing in France can acceptthis Offer. The offer document and the announcement prepared pursuant to article231-24 of the AMF General Regulation, as amended on 17 September 2007, areavailable free of charge to the holders of Alcan Shares registered withEuroclear France who request it from Citi France, Global Transaction Services,Operations department, 19 le Parvis la Defense 7, 92073 Paris la Defense. Theyare also available on the internet at the following address:www.computershare.com/Rio-AlcanFrenchofferdocument. The Offer is made to holders in Belgium of Alcan common shares and/orcertificates admitted to trading on Euronext Brussels (the "IDRs"). A Belgiansupplement, addressing issues specific to holders of Alcan common shares and/orIDRs in Belgium (the "Belgian Supplement") was approved by the Belgian Banking,Finance and Insurance Commission (the "BFIC") on 2 August 2007. A notice ofextension of the Offer was approved by the BFIC on 18 September 2007. The offerdocument, the Belgian Supplement and the notice of extension are available freeof charge to the investors in Belgium who request it from the Belgian branch ofCitibank International plc, Department GTS Operations, 4th floor, boulevardGeneral Jacques 263G, 1050 Brussels. They are also available on the internet atthe following address: www.computershare.com/Rio-AlcanBelgianofferdocument. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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