11th Dec 2007 11:02
Rio Tinto PLC11 December 2007 Rio Tinto requests deadline for BHP Billiton bid 11 December 2007 Rio Tinto confirms that it has applied to the UK Takeover Panel Executive for aruling under Rule 2.4(b) of the UK Takeover Code in relation to the proposal byBHP Billiton to acquire Rio Tinto, as announced by Rio Tinto on 8 November 2007.Such a ruling, if made, would set a deadline by which BHP Billiton must,unless the 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 Takeover Code for six months from the date of suchannouncement. 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. This Announcement This announcement is being made without the agreement or approval of BHPBilliton. A further announcement will be made as and when appropriate. There canbe no certainty that any offer will be made nor as to the terms on which anyoffer may be made. Dealing Disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of any of Rio Tinto plc, Rio Tinto Limited, BHP Billiton Plc or BHPBilliton Limited, all "dealings" in any "relevant securities" of that company(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevanttransaction. The relevant disclosure must also include details of all "interests" or "dealings" in any class of "relevant securities" of the other company which ispart of its DLC structure. Therefore, if, for example, a disclosure is beingmade in respect of a dealing in securities of Rio Tinto plc, an accompanyingdisclosure must also be made of interests or short positions held in securitiesof Rio Tinto Limited, even if the person's interest or short position is lessthan 1% of the relevant class. The same approach should be adopted in respect ofsecurities of BHP Billiton Plc and BHP Billiton Limited. Therefore, eachdisclosure should consist of two Rule 8.3 disclosure forms, one for the plc armof the DLC structure and one for the Limited arm of the DLC structure, releasedas one announcement. This requirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is 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 any of Rio Tinto plc, RioTinto Limited, BHP Billiton Plc or BHP Billiton Limited they will be deemed tobe a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of either Rio Tinto or BHP Billiton by Rio Tinto or BHP Billiton, 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 Takeover Panel's website atwww.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 thePanel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. For further information, please contact: Media Relations, London Media Relations, AustraliaChristina Mills Ian HeadOffice: +44 (0) 20 7781 1154 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick Cobban Amanda BuckleyOffice: +44 (0) 20 7781 1138 Office: +61 (0) 3 9283 3627Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349 Media Relations, US Nancy Ives Mobile: +1 619 540 3751 Investor Relations, London Investor Relations, AustraliaNigel 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 David Ovington Investor Relations, North AmericaDavid 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.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