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BIL
BIBLT
BIL - BHP Billiton Plc - Rio Tinto Shareholder Letter
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
30 July 2008
To: The Company Announcements Office
Australian Securities Exchange
530 Collins Street
Melbourne VIC 3000
London Stock Exchange
cc: New York Stock Exchange
JSE Limited
Swiss Stock Exchange
Deutsche Bank
UBS Zurich
Rio Tinto Shareholder Letter
Please find attached a letter from the Chairman of BHP Billiton sent to Rio
Tinto shareholders regarding BHP Billiton`s offer for Rio Tinto.
Fiona Smith
Deputy Company Secretary
Chairman`s Office
30 July 2008
Dear Rio Tinto Shareholder,
As Chairman of BHP Billiton I wanted to write to you personally to introduce
myself and talk to you about our offer for Rio Tinto. Given the expected
length of the timetable for the transaction, I wanted also to provide you
with an update on its progress.
I strongly believe that, together, BHP Billiton and Rio Tinto can generate
substantial additional value for shareholders.
The combination of Rio Tinto and BHP Billiton would be without comparison in
the resources industry in terms of strategy, asset mix and quality, as well
as culture.
Both BHP Billiton and Rio Tinto have world-leading portfolios of large-scale,
low-cost, long-life assets that are highly complementary.
In many cases, assets are either jointly owned, neighbouring or close by.
This unique overlap offers substantial opportunities to save money and add
value through managing the assets as one collective group under single
ownership.
BHP Billiton`s offer for Rio Tinto
BHP Billiton`s all-share offer, which was announced on 6 February, 2008, will
provide Rio Tinto shareholders with:
* A 45 per cent premium which is equivalent to a premium of A$46.45 per
share for Rio Tinto Limited shareholders and GBP19.72 per share for Rio
Tinto plc shareholders(1). This is a substantial premium by any measure
and one that is reflected in the large increase in the market price for
Rio Tinto shares relative to BHP Billiton shares since our proposal
became public last November. Without the benefit of our offer, Rio Tinto
shares would be trading very differently; and
* The opportunity to become shareholders in the combined company, with
its strengthened asset portfolio, enhanced growth potential, expected
synergies and other benefits that will flow from the combination.
The all-share consideration means that the offer is about relative value, not
absolute value. As shareholders in the merged group, you will be
beneficiaries of strong demand, tight supply and high commodity prices.
I know that many tens of thousands of the shareholders in Rio Tinto also hold
shares in BHP Billiton. Whether you are a shareholder in Rio Tinto, BHP
Billiton or both companies, we believe the proposed transaction makes
enormous sense.
(1) Based on the volume weighted average market capitalisation of Rio Tinto
and BHP Billiton for the month prior to BHP Billiton`s approach to the Rio
Tinto Board on 1-Nov-2007.
Transaction update
Over the last two months we have made all the regulatory filings to the
competition authorities whose approval is required to satisfy the pre-
conditions to our offer.
As had been expected, in early July the European Commission announced that it
has now opened a detailed "Phase 2" review of the potential combination of
Rio Tinto and BHP Billiton. We will continue to cooperate with the
Commission in their review. We believe that the cost savings, expanded
growth options and speed-to-market benefits would provide material benefits
for customers.
In addition, we were very pleased in early July to receive notice of early
termination of the Hart-Scott-Rodino waiting period and completion of the
U.S. Department of Justice merger review. This satisfied part of the global
merger control pre-conditions.
We expect that the various regulatory processes will be completed by the end
of 2008, after which we should be in a position to send the offer documents
to you.
If you are also a BHP Billiton shareholder you will also receive a notice of
an extraordinary general meeting that will provide details of when BHP
Billiton shareholders will have the opportunity to vote to approve the offer.
Additional materials
I also wanted to take this opportunity to introduce our company to those Rio
Tinto shareholders who do not own shares in BHP Billiton. You will find a
brief description of our business on our website at
www.bhpbilliton.com/bbContentRepository/docs/letter30July2008.pdf.
If you would like more information on BHP Billiton or the offer, please go to
our website at www.bhpbilliton.com
I will continue to update you on the offer as it proceeds.
Thank you for taking the time to read this letter.
Yours faithfully,
Don Angus
Chairman
DISCLAIMER
The directors of BHP Billiton accept responsibility for the information
contained in this document. Having taken all reasonable care to ensure that
such is the case, the information contained in this document is, to the best
of the knowledge and belief of the directors of BHP Billiton, in accordance
with the facts and contains no omission likely to affect its import.
It is possible that this document could or may contain forward-looking
statements that are based on current expectations or beliefs, as well as
assumptions about future events. Reliance should not be placed on any such
statements because of their very nature, they are subject to known and
unknown risks and uncertainties and can be affected by other factors that
could cause actual results, and BHP Billiton`s plans and objectives, to
differ materially from those expressed or implied in the forward-looking
statements.
This document is for information purposes only and does not constitute an
invitation to acquire or dispose of any securities or investment advice in
any jurisdiction. Any offer, invitation or inducement to acquire or dispose
of any securities of BHP Billiton Plc, BHP Billiton Limited, Rio Tinto plc
and/ or Rio Tinto Limited will be made solely by means of the BHP Billiton
Prospectus, the BHP Billiton Bidder`s Statement, the Rio Tinto plc Offer
Document and associated documents expected to be published on satisfaction of
the pre-conditions to the offer set out in appendix 1 to the announcement
made by BHP Billiton pursuant to rule 2.5 of the UK Takeover Code on 6
February 2008, and any decision to keep, buy or sell shares in Rio Tinto plc
or Rio Tinto Limited should be made solely on the basis of the information
contained in such documents. In addition, BHP Billiton shareholders are urged
to read the BHP Billiton class 1 shareholder circular/explanatory statement
before making any decision regarding the proposed transaction. The BHP
Billiton Prospectus, BHP Billiton Bidder`s Statement, Rio Tinto plc Offer
Document, BHP Billiton class 1 shareholder circular/explanatory statement and
related documents, once published, may be obtained from BHP Billiton`s
website at www.bhpbilliton.com or on request from BHP Billiton.
Information relating to the US Offer for Rio Tinto plc
BHP Billiton plans to register the offer and sale of securities it would
issue to Rio Tinto plc US shareholders and Rio Tinto plc ADR holders by
filing with the SEC a Registration Statement (the "Registration Statement"),
which will contain a prospectus ("Prospectus"), as well as other relevant
materials. No such materials have yet been filed. This communication is not a
substitute for any Registration Statement or Prospectus that BHP Billiton may
file with the SEC.
U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS
OF RIO TINTO PLC ADRs ARE URGED TO READ ANY REGISTRATION STATEMENT,
PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH
THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND
SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain a free copy of the
Registration Statement and the Prospectus as well as other relevant documents
filed with the SEC at the SEC`s website (http://www.sec.gov), once such
documents are filed with the SEC. Copies of such documents may also be
obtained from BHP Billiton without charge, once they are filed with the SEC.
Information for US Holders of Rio Tinto Limited Shares
BHP Billiton Limited is not required to, and does not plan to, prepare and
file with the SEC a registration statement in respect of the Rio Tinto
Limited Offer. Accordingly, Rio Tinto Limited shareholders should carefully
consider the following:
The Rio Tinto Limited Offer will be an exchange offer made for the securities
of a foreign company. Such offer is subject to disclosure requirements of a
foreign country that are different from those of the United States. Financial
statements included in the document will be prepared in accordance with
foreign accounting standards that may not be comparable to the financial
statements of United States companies.
Information relating to the US Offer for Rio Tinto plc and the Rio Tinto
Limited Offer for Rio Tinto shareholders located in the US
It may be difficult for you to enforce your rights and any claim you may have
arising under the US federal securities laws, since the issuers are located
in a foreign country, and some or all of their officers and directors may be
residents of foreign countries. You may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of the US
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court`s judgement.
You should be aware that BHP Billiton may purchase securities of Rio Tinto
plc and Rio Tinto Limited otherwise than under the exchange offer, such as in
open market or privately negotiated purchases.
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration
Registered in Australia number 3196209
Registered Office: Level 27, 180 Lonsdale Registered in England and Wales
Street Melbourne Victoria 3000 Registered Office: Neathouse
Telephone +61 1300 554 757 Place London SW1V 1BH United
Facsimile +61 3 9609 3015 Kingdom
Telephone +44 20 7802 4000
Facsimile +44 20 7802 4111
The BHP Billiton Group is headquartered in Australia
Date: 30/07/2008 08:38:01 Produced by the JSE SENS Department.
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