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26 Aug 2008 07:00
26 August 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA, JAPAN OR THE UNITED STATES
For immediate release
Statement Regarding the Australian Treasurer's Announcement
Aluminum Corporation of China ("Chinalco") has noted the announcement made by the Treasurer of the Commonwealth of Australia regarding Chinalco's existing holding in Rio Tinto plc. Chinalco wishes to thank the Australian Government for the decision and Chinalco is pleased that it now has the flexibility to increase its stake to 14.99% in Rio Tinto plc, should it choose to do so.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of BHP Billiton plc or BHP Billiton Limited or Rio Tinto plc or Rio 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 3.30 pm (London time) on the London business day following the date of the relevant transaction.
The relevant disclosure must include details of all "interests" or "dealings" in any class of "relevant securities" of the other company which is part of its DLC structure. Therefore, if a disclosure is being made in respect of a dealing in securities of BHP Billiton plc or Rio Tinto plc, an accompanying disclosure must also be made of interests or short positions held in securities of BHP Billiton Limited or Rio Tinto Limited, even if the person's interests or short position is less than 1% of the relevant class. Therefore, each disclosure should consist of two Rule 8.3 disclosure forms, one for the United Kingdom arm of the DLC structure and one for the Australian arm of the DLC structure, released as one announcement.
This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of BHP Billiton or Rio Tinto, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of BHP Billiton or Rio Tinto, or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk .
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel'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 Takeover Panel.
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