- Creates a more efficient ownership and governance structure for
the Oyu Tolgoi project
- Strengthens Rio Tinto’s copper portfolio and reinforces
long-term commitment to Mongolia
- C$34 per share proposed acquisition price values Turquoise Hill
minority shareholdings at US$2.7 billion
- Opportunity for Turquoise Hill shareholders to realise
compelling, immediate and certain value
Rio Tinto has made a non-binding proposal to the Turquoise Hill
Board to acquire the approximately 49% of the issued and
outstanding shares of Turquoise Hill that Rio Tinto does not
currently own (the “Proposed Transaction”). Under the terms of the
Proposed Transaction, Turquoise Hill minority shareholders would
receive C$34 in cash per Turquoise Hill share, representing a
premium of 32% to Turquoise Hill’s last closing share price on the
Toronto Stock Exchange. This proposal would value the Turquoise
Hill minority share capital at approximately US$2.7 billion.
The Proposed Transaction follows the recent comprehensive
agreement reached between Rio Tinto, Turquoise Hill and the
Government of Mongolia to move the Oyu Tolgoi project forward,
reset the relationship between the partners and approve
commencement of underground operations. It would simplify the Oyu
Tolgoi ownership structure, strengthen Rio Tinto’s copper
portfolio, and reinforce its long-term commitment to Mongolia. In
addition, the Proposed Transaction provides Turquoise Hill minority
shareholders with the ability to realise compelling, immediate and
certain value for their shares at a time when uncertainties
inherent in the development of the underground operations and
funding of such development remain.
Rio Tinto Chief Executive Jakob Stausholm said “Rio Tinto
strongly believes in the long-term success of Oyu Tolgoi and
Mongolia, and delivering for all stakeholders over the long-term.
That is why we want to increase our interest in Oyu Tolgoi,
simplify the ownership structure, and further strengthen Rio
Tinto’s copper portfolio. We believe the terms of proposal are
compelling for Turquoise Hill shareholders.
“The Proposed Transaction would enable Rio Tinto to work
directly with the Government of Mongolia to move the Oyu Tolgoi
project forward with a simpler and more efficient ownership and
governance structure. With our relationship reset and the
underground operations commenced, this transaction demonstrates our
clear and unequivocal long-term commitment to Mongolia.”
Rio Tinto looks forward to working constructively with the
Turquoise Hill Board to progress the Proposed Transaction. Should
Turquoise Hill investors not accept the Proposed Transaction, Rio
Tinto welcomes their continued investment and equal share of future
risks and funding obligations.
Rio Tinto’s proposal to the Turquoise Hill Board will be filed
promptly with the Securities and Exchange Commission in accordance
with applicable laws and regulations in the United States. The
Proposed Transaction, which is expected to be conducted by way of a
Canadian plan of arrangement, will be subject to customary closing
conditions, including approval by a majority of the votes cast by
Turquoise Hill minority shareholders. The Proposed Transaction is
not subject to any financing condition or due diligence.
No agreement has been reached between Rio Tinto and Turquoise
Hill, and there can be no assurance that any transaction will
result from these discussions. Even if a transaction is agreed,
there can be no assurances as to its terms, structure or
timing.
Credit Suisse, RBC Capital Markets and Rothschild & Co are
acting as financial advisors to Rio Tinto, and McCarthy Tétrault
LLP and Sullivan & Cromwell LLP are acting as legal advisors.
Rio Tinto and its advisors stand ready to work with the Turquoise
Hill Board of Directors to agree to the terms of, and implement,
the Proposed Transaction.
Notes to editors
Given Rio Tinto’s approximately 51% ownership in Turquoise Hill,
the Proposed Transaction will be required to follow the rules set
out in Canadian Multilateral Instrument 61-101 – Protection of
Minority Shareholders in Special Transactions. This will require,
among other things, a Special Committee of the Turquoise Hill
Board, which will not include any Rio Tinto nominees, to assess the
terms of the Proposed Transaction. As part of that assessment the
Special Committee will need to obtain a formal valuation of the
common shares in Turquoise Hill by an independent valuator.
With the Special Committee’s support, and after completion of
the independent valuation and agreement between Rio Tinto and
Turquoise Hill on the terms and conditions of the transaction,
Turquoise Hill will schedule a meeting of its shareholders to
approve the transaction. The transaction must be approved by a vote
by (i) holders of 66 2/3% or more of the Turquoise Hill shares, and
(ii) a majority of the Turquoise Hill minority shareholders, in
each case of those shares voted at the meeting.
If the Proposed Transaction is successful Rio Tinto will hold a
66% interest in Oyu Tolgoi with the remaining 34% owned by
Mongolia.
The valuation of Turquoise Hill minority shareholdings at US$2.7
billion is based on a Canadian dollar exchange rate of US$0.7874 as
at 11 March.
Rio Tinto Canadian early warning disclosure
Rio Tinto currently beneficially owns 102,196,643 common shares
of Turquoise Hill, representing approximately 51% of the issued and
outstanding common shares of Turquoise Hill. Rio Tinto also has
anti-dilution rights that permit it to acquire additional
securities of Turquoise Hill so as to maintain its proportionate
equity interest in Turquoise Hill from time to time.
This announcement is authorised for release to the market by,
and a copy of the related early warning report may be obtained
from, Rio Tinto’s Group Company Secretary.
The head office of Turquoise Hill is located at 1 Place
Ville-Marie, Suite 3680, Montreal, Quebec, Canada H3B 3P2.
Additional disclosures
This press release does not constitute an offer to buy or sell
or the solicitation of an offer to sell or buy any securities. Any
offers, solicitations or offers to buy, or any sales of securities
will be made in accordance with registration and other requirements
under applicable law.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts
included in this release, are forward-looking statements. The words
“intend”, “forecast”, “project”, “anticipate”, “estimate”, “plan”,
“believes”, “expects”, “may”, “should”, “will”, “target”, “pursue”,
“seek” or similar expressions, commonly identify such
forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Among the
factors that could cause actual results to differ materially
include, but are not limited to, those relating to whether any
definitive offer will be made, whether the definitive offer will be
accepted and approved, whether any agreement will be executed, or
whether this or any other transaction will be consummated. Rio
Tinto expressly disclaims any obligation or undertaking (except as
required by applicable law, the UK Listing Rules, the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority
and the Listing Rules of the Australian Securities Exchange) to
release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in its
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
All information provided in this press release, including the
forward-looking statements herein, speak only as of the date of
this press release.
This announcement contains inside information. The person
responsible for arranging the release of this announcement on
behalf of Rio Tinto plc is Steve Allen, Group Company
Secretary.
LEI: 213800YOEO5OQ72G2R82 Classification: 3.1. Information
disclosed under article 19 of the Market Abuse Regulation.
riotinto.com
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