24th Oct 2007 09:34
Rio Tinto PLC24 October 2007 Date: 24 October 2007 Rio Tinto Board changes The boards of Rio Tinto plc and Rio Tinto Limited are pleased to announce that,following the acquisition of Alcan Inc, Yves Fortier, Paul Tellier and DickEvans have been appointed as directors with effect from 25 October 2007. Yves Fortier, currently chairman of the board of Alcan, and Paul Tellier,currently a non- executive director of Alcan, become non executive directors ofRio Tinto. Yves joins the Nominations Committee and the Committee on Social andEnvironmental Accountability. Paul joins the Audit Committee and theRemuneration Committee. Dick Evans, the current Alcan chief executive officer, becomes an executivedirector of Rio Tinto and the chief executive of the combined aluminium group,Rio Tinto Alcan, based in Montreal and will report directly to Rio Tinto's chiefexecutive, Tom Albanese. Commenting on the appointments, Paul Skinner, chairman, said "I am very pleasedto welcome Yves, Paul and Dick to the Rio Tinto board. They will play key rolesin providing important continuity during the integration of Alcan and bringvaluable new perspectives, particularly in relation to Canada, to our board." As announced at the Rio Tinto 2007 annual general meetings , Sir Richard Sykes,currently the senior non executive director, will retire at the conclusion ofthe 2008 annual general meetings. Andrew Gould, currently chairman of the AuditCommittee, will become the senior non executive director on Sir Richard'sretirement and will become chairman of the Remuneration Committee. Sir DavidClementi will replace Andrew Gould as chairman of the Audit Committee. Theselatter changes will take effect from the conclusion of the 2008 annual generalmeetings. Notes to editors Yves Fortier, aged 72, was Ambassador and Permanent Representative of Canada tothe United Nations from 1988 to 1992. He is chairman and a senior partner of thelaw firm Ogilvy Renault. He has been a director of Alcan since 2002 and iscurrently the chairman of the board. Yves is also a non executive director ofNOVA Chemicals Corporation, and was governor of Hudson's Bay Company from 1998to 2006, a director of the Royal Bank of Canada from 1992 to 2005 and trustee ofthe International Accounting Standards Committee from 2000 to 2006. Paul Tellier, aged 68, was Clerk of the Privy Council Office and Secretary tothe Cabinet of the Government of Canada from 1985 to 1992 and was president andchief executive officer of the Canadian National Railway Company from 1992 to2002. Until December 2004, he was president and chief executive officer ofBombardier Inc. He has been a non executive director of Alcan since 1998. Paulis also a director of McCain Foods, Bell Canada, BCE Inc. and the advisory boardof General Motors of Canada. He is also a strategic advisor to Societe Generale(Canada). Dick Evans, aged 60, held senior management positions with Kaiser Aluminium &Chemical Corporation before joining Alcan in 1997 where he has held severalsenior management positions including executive vice president, Office of thePresident. He has been president and chief executive officer of Alcan sinceMarch, 2006. Dick is also a non executive director of Bowater Inc. and theInternational Aluminium Institute There is no further information which is required to be disclosed underparagraph 9.6.13 of the United Kingdom Listing Rules. For further information, please contact: Media Relations, London Media Relations, AustraliaChristina Mills Ian HeadOffice: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick Cobban Amanda BuckleyOffice: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349Investor Relations, London Investor Relations, Australia Nigel Jones Dave SkinnerOffice: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 Investor Relations, North America David Ovington Jason CombesOffice: +44 (0) 20 7753 2326 Office: +1 (0) 801 685 4535Mobile: +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 address of the Offeror is 770Sherbrooke Street West, Suite 1800, Montreal, Quebec, H3A 1G1. The Offer represents a total consideration for Alcan common shares ofapproximately US$38.1 billion. The subsequent offering period has commenced and the Offer is open foracceptance until 6.00 p.m., Canadian Eastern Time, on November 8, 2007, unlessextended. 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, 23 and 24October 2007 are available free of charge to the holders of Alcan Sharesregistered with Euroclear France who request it from Citi France, GlobalTransaction Services, Operations department, 19 le Parvis la Defense 7, 92073Paris la Defense. They are also available on the internet at the followingaddress: 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 "FirstSupplement"). A second notice of extension of the Offer was approved by the BFICon 23 October 2007 (the "Second Supplement"). The offer document, the BelgianSupplement , the First Supplement and the Second Supplement 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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