9th Nov 2007 17:28
Takeover Panel09 November 2007 2007/38 RIO TINTO PLC ("RIO TINTO") BHP BILLITON PLC ("BHP BILLITON") Further to the announcement made earlier this morning, the Panel Executive hasagreed with Rio Tinto and BHP Billiton the following basis on which disclosuresshould be made under Rule 8.3 of the Takeover Code (the "Code"). 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 BHP Billiton Plc, BHP Billiton Limited, Rio Tinto Plc orRio Tinto 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 3.30pm (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 BHP Billiton Plc, an accompanyingdisclosure must also be made of interests or short positions held in securitiesof BHP Billiton Limited, even if the person's interest or short position is lessthan 1% of the relevant class. The same approach should be adopted in respectof securities of Rio Tinto Plc and Rio Tinto 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until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends.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 BHP Billiton Plc, BHPBilliton Limited, Rio Tinto Plc or Rio Tinto Limited, they will be deemed to bea single person for the purpose of Rule 8.3. 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. Disclosures of "dealings" required by other Rules of the Code should be made ina similar format to that set out above. Any person who is in any doubt as to the application of the Code's dealingdisclosure rules should consult the Panel Executive. 9 November 2007 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BHP GroupRio Tinto