TIDMRIO
RNS Number : 9955E
Rio Tinto PLC
02 November 2022
Rio Tinto reaches agreement with certain shareholders of
Turquoise Hill Resources
Rio Tinto has entered into agreements ("Agreements") with
certain funds and other entities related to Pentwater Capital
Management LP and SailingStone Capital Partners LLC (the
"Securityholders") in relation to the special meeting ("Special
Meeting") of Turquoise Hill Resources Ltd ("Turquoise Hill")
shareholders to vote on Rio Tinto's acquisition by way of plan of
arrangement (the "Arrangement") of the approximately 49% of the
issued and outstanding shares of Turquoise Hill that Rio Tinto does
not own for C$43.00 per share in cash (the "Consideration"). As
announced by Turquoise Hill, the Special Meeting has been postponed
until Tuesday 8(th) November.
Under the Agreements, the Securityholders have agreed to
withhold their votes at the Special Meeting and exercise their
dissent rights in respect of the Arrangement. Rio Tinto has agreed
to increase the dissent condition under the Arrangement Agreement
from 12.5% to 17.5% of Turquoise Hill shares issued and
outstanding. Under the Agreements, the parties have also agreed
that the dissent proceedings with the Securityholders and certain
other claims shall be conducted by arbitration, and the
Securityholders shall be paid C$34.40 of the Consideration
following the completion of the Arrangement, with the remaining
Consideration payable following the final determination of the
arbitration. The Agreements contain customary releases of the
parties.
Rio Tinto reconfirms that the proposal of C$43.00 per Turquoise
Hill share is best and final.
Additional Disclaimers
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.
Forward-Looking Statements
The Information provided in this press release includes
"forward-looking statements" and "forward looking information"
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995 and under Canadian securities law, respectively. All
statements other than statements of historical facts included in
this release, are forward-looking statements or information. 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 or information. More particularly and
without restriction, this press release contains forward-looking
statements and information regarding: statements and implications
about the anticipated benefits of the Arrangement for Rio Tinto,
Turquoise Hill and their respective shareholders, shareholder and
court approvals, the anticipated timing of the completion of the
Arrangement and the anticipated funding and other risks for
Turquoise Hill and the shareholders if the Arrangement does not
proceed.
Such forward-looking statements and information 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 or
information. These risks and uncertainties include, but are not
limited to, the failure of the parties to obtain the necessary
shareholder and court approvals or to otherwise satisfy the
conditions to the completion of the Arrangement; failure of the
parties to obtain such approvals or satisfy such conditions in a
timely manner or at all; significant transaction costs; failure to
realize the expected benefits of the Arrangement and general
economic conditions. Failure to obtain the necessary shareholder
and court approvals, or the failure of the parties to otherwise
satisfy the conditions to the completion of the Arrangement or to
complete the Arrangement, may result in the Arrangement not being
completed on the proposed terms, or at all. Consequently, all of
the forward-looking statements and information contained in the
Information is qualified by the foregoing cautionary statements,
and there can be no guarantee that the results or developments that
we anticipate will be realized or, even if substantially realized,
that they will have the expected consequences or effects on our
business, financial condition or results of operation.
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 or information contained in this press
release to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement or information is based. All Information
in this press release speaks only as of the date on which it is
accessed.
This announcement contains inside information.
The person responsible for arranging and authorising the release
of this announcement on behalf of Rio Tinto is Steve Allen, Group
Company Secretary.
LEI: 213800YOEO5OQ72G2R82
Classification: 3.1. Information disclosed under article 19 of
the Market Abuse Regulation.
Contacts Please direct all enquiries to media.enquiries@riotinto.com
Media Relations, UK Media Relations, Australia
Matthew Klar Matt Chambers
M + 44 7796 630 637 M +61 433 525 739
David Outhwaite Jesse Riseborough
M +44 7787 597 493 M +61 436 653 412
Media Relations, Americas
Simon Letendre
M +514 796 4973
Malika Cherry Investor Relations, Australia
M +1 418 592 7293 Tom Gallop
M +61 439 353 948
Investor Relations, UK Amar Jambaa
Menno Sanderse M +61 472 865 948
M: +44 7825 195 178
David Ovington
M +44 7920 010 978
Clare Peever
M +44 7788 967 877
Rio Tinto plc Rio Tinto Limited
6 St James's Square Level 43, 120 Collins Street
London SW1Y 4AD Melbourne 3000
United Kingdom Australia
T +61 3 9283 3333
T +44 20 7781 2000 Registered in Australia
Registered in England ABN 96 004 458 404
No. 719885
This announcement is authorised for release to the market by
Steve Allen, Rio Tinto's Group Company Secretary.
riotinto.com
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END
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