LONDON, UK, Sept. 14 /CNW/ - Rio Tinto announces that the extraordinary
general meeting of Rio Tinto plc to approve the acquisition of Alcan was held
in London on 14 September 2007.
The resolution to approve the acquisition was proposed as an ordinary
resolution under the joint electorate procedure. The result will be announced
shortly after the extraordinary general meeting of Rio Tinto Limited which
will be held in Australia on 28 September 2007.
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,
which is listed on the Australian Securities Exchange.
Rio Tinto's business is finding, mining, and processing mineral
resources. Major products 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 North America with significant businesses in South America, Asia, Europe
and southern Africa.
The Sharing Agreement (the agreement relating to the regulation of the
relationship between Rio Tinto plc and Rio Tinto Limited following the dual
listed companies merger) provides for the public shareholders of Rio Tinto plc
and Rio Tinto Limited to vote as a joint electorate on all matters which
affect shareholders of both companies in similar ways. These are referred to
as Joint Decisions. Joint Decisions are voted on a poll. To facilitate the
joint voting arrangements, each company has entered into shareholder voting
agreements. Each company has issued a Special Voting Share to a special
purpose company held in trust 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 has issued its Special Voting Share (RTL Special Voting
Share) to RTP Shareholder SVC. The total number of votes cast on Joint
Decisions by the public shareholders of one company are voted at the parallel
meeting of the other company.
The offer to purchase all of the issued and outstanding common shares of
Alcan for 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
indirect wholly-owned subsidiary of Rio Tinto. The Offer represents a total
consideration for Alcan common shares of approximately US$38.1 billion.
The Offer is open for acceptance until 6.00 p.m., Canadian Eastern Time,
on September 24, 2007, unless extended. The Offer is subject to a number of
conditions including valid acceptances by holders of not less than 66-2/3 per
cent of Alcan shares on a fully diluted basis and the receipt of various
governmental and regulatory approvals, certain of which the Offeror does not
expect to receive prior to 24 September 2007. Accordingly, the Offeror
currently intends to extend the Offer beyond 24 September 2007. The board of
Rio Tinto has approved the transaction. The Offer is expected to close in the
fourth quarter of 2007.
This announcement is for information purposes only and does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security. The Offer (as the same may
be varied or extended in accordance with applicable law) is being made
exclusively by means of, and subject to the terms and conditions set out in,
the offer and takeover bid circular delivered to Alcan and filed with Canadian
provincial securities regulators and the United States Securities and Exchange
Commission (the "SEC") and mailed to Alcan shareholders.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
In connection with the Offer, an offer and takeover bid circular as well
as ancillary documents such as a letter of transmittal and a notice of
guaranteed delivery have been filed with the Canadian securities regulatory
authorities and the SEC and an Alcan directors' circular with respect to the
Offer has also been filed. A Tender Offer statement on Schedule TO (the
"Schedule TO") and a Solicitation/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), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR,
LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE
14D-9 AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.
The offer and takeover bid circular as well as other materials filed with
the Canadian securities regulatory authorities are available electronically
without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are
available electronically without charge at the SEC's website, www.sec.gov.
Materials filed with the SEC or the Canadian securities regulatory authorities
may also be obtained without charge at Rio Tinto's website, www.riotinto.com.
While the Offer is being made to all holders of Alcan common shares, this
announcement does not constitute an offer or a solicitation in any
jurisdiction in 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 or acceptance thereof would not be in compliance with the laws of such
However, the Offeror may, in its sole discretion, take such action as 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 to
trading on Euronext-Paris. An announcement including the main information
relating to the Offer documents has been prepared and released pursuant to
article 231-24 of the AMF General Regulation and contains information relating
to how and in which time limit Alcan shareholders residing in France can
accept this Offer. The offer document and the announcement prepared pursuant
to article 231-24 of the AMF General Regulation are available free of charge
to the holders of Alcan Shares registered with Euroclear France who request it
from Citi France, Global Transaction Services, Operations departement, 19 le
Parvis la Défense 7, 92073 Paris La Défense. They are also available on the
internet at the following address:
The Offer is made to holders in Belgium of Alcan common shares and/or
certificates admitted to trading on Euronext Brussels (the "IDRs"). A Belgian
supplement, addressing issues specific to holders of Alcan common shares
and/or IDRs in Belgium (the "Belgian Supplement") was approved by the Belgian
Banking, Finance and Insurance Commission on 2 August 2007. The offer document
and the Belgian Supplement are available free of charge to the investors in
Belgium who request it from the Belgian branch of Citibank International plc,
Department GTS Operations, 4th floor, boulevard Général Jacques 263G, 1050
Brussels. They are also available on the internet at the following address:
For further information:
For further information: Rio Tinto: Media Relations, London, Christina
Mills, Office: +44 (0) 20 8080 1306, Mobile: +44 (0)7825 275 605; Nick Cobban,
Office: +44 (0) 20 8080 1305, Mobile: +44 (0) 7920 041 003; Australia: Ian
Head, Office: +61 (0) 3 9283 3620, Mobile: +61 (0) 408 360 101; Amanda
Buckley, Office: +61 (0) 3 9283 3627, Mobile: +61 (0) 419 801 349; Investor
Relations: London: Nigel Jones, Office: +44 (0) 20 7753 2401, Mobile: +44 (0)
7917 227 365; David Ovington, Office: +44 (0) 20 7753 2326, Mobile: +44 (0)
7920 010978; Australia: Dave Skinner, Office: +61 (0) 3 9283 3628, Mobile: +61
(0) 408 335 309; North America: Jason Combes, Office: (801) 685-4535, Mobile:
(801) 558-2645; Email: firstname.lastname@example.org; Website: www.riotinto.com; High
resolution photographs available at: www.newscast.co.uk