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| Company |
Code |
Released |
Type |
Headline |
| Rio Tinto Limited |
RIO |
1 Oct, 2007, 09:04 |
ASSET |
Rio Tinto shareholders approve the acquisition of
Alcan |
| Full Text of Announcement |
The results of voting at the Extraordinary General
Meetings of Rio Tinto plc and Rio Tinto Limited, held
on 14 September 2007 and 28 September respectively, to
approve the acquisition of Alcan are released today.
Under Rio Tinto's dual listed companies structure
established in 1995, decisions on significant matters
affecting shareholders of Rio Tinto plc and Rio Tinto
Limited in similar ways are taken through a joint
electoral procedure.
The following ordinary resolution, which was put to
Rio Tinto plc and Rio Tinto Limited shareholders on a
poll at the respective Extraordinary General Meetings,
was subject to the joint electoral procedure and the
aggregate results of the joint poll is as follows:
To approve the Acquisition of Alcan Inc. and related
matters
For 708,655,602
Against 19,608,655
Paul Skinner, chairman of Rio Tinto, said, "The
Board of Rio Tinto is pleased to have received such a
strong endorsement from shareholders for the Group's
decision to acquire Alcan. The transaction will bring
Rio Tinto a set of aluminium assets of the highest
quality which are competitively well positioned and
will transform our aluminium business into a world
leader. We are aiming to complete the transaction in
the fourth quarter of 2007 and are working closely
with 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, 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.
Additional information
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 23 October 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. 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 jurisdiction. 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, as amended on 17
September 2007, 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 department, 19 le
Parvis la Defense 7, 92073 Paris la Defense. They are
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/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 (the
"BFIC") on 2 August 2007. A notice of
extension of the Offer was approved by the BFIC on 18
September 2007. The offer document, the Belgian
Supplement and the notice of extension 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
General Jacques 263G, 1050 Brussels. They are also
available on the internet at the following address:
www.computershare.com/Rio-AlcanBelgianofferdocument.
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