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BIL
BIBLT
BIL - BHP Billiton Files Form F-4 Registration Statement with SEC
BHP BILLITON PLC
SHARE CODE: BIL
ISIN: GB0000566504
Date: 7 October 2008
To: London Stock Exchange
JSE Limited
BHP Billiton Files Form F-4 Registration Statement with SEC
BHP Billiton announced that it has filed with the United States Securities and
Exchange Commission its Registration Statement on Form F-4 in connection with
its previously announced offer for Rio Tinto plc, as required by the US
Securities Act of 1933, as amended.
The Form F-4 registers the BHP Billiton exchange securities to be offered as
consideration to holders of Rio Tinto plc ordinary shares located in the US and
to holders of Rio Tinto plc American Depositary Shares (ADSs) wherever located.
The Form F-4 is subject to review and must be declared effective by the SEC
before the exchange securities can be issued. Today`s filing initiates this
process with the SEC.
These documents will shortly be available for inspection at the UK Listing
Authority`s Document Viewing Facility, situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone no: +44 (0)20 7066 1000
Further information on BHP Billiton and a copy of the Form F-4 can be found on
our Internet site: www.bhpbilliton.com
Australia
Samantha Evans, Media Relations
Tel: +61 3 9609 2898
Mobile: +61 400 693 915
email: Samantha.Evans@bhpbilliton.com
Peter Ogden, Media Relations
Tel: +61 3 9609 2812
Mobile: +61 428 599 190
email: Peter.Ogden@bhpbilliton.com
Leng Lau, Investor Relations
Tel: +61 3 9609 4202
Mobile: +61 403 533 706
email: Leng.Y.Lau@bhpbilliton.com
United Kingdom & South Africa
Andre Liebenberg, Investor Relations
Tel: +44 20 7802 4131
Mobile: +44 7920 236 974
email: Andre.Liebenberg@bhpbilliton.com
Illtud Harri, Media Relations
Tel: +44 20 7802 4195
Mobile: +44 7920 237 246
email: Illtud.Harri@bhpbilliton.com
United States
Scott Espenshade, Investor Relations
Tel: +1 713 599 6431
Mobile: +1 713 208 8565
email: Scott.Espenshade@bhpbilliton.com
Ruban Yogarajah, Media Relations
Tel: US +1 713 966 2907 or UK +44 20 7802 4033
Mobile: UK +44 7827 082 022
email: Ruban.Yogarajah@bhpbilliton.com
Important Notice
The directors of BHP Billiton Limited and BHP Billiton Plc ("BHP Billiton")
accept responsibility for the information contained in this release. Having
taken all reasonable care to ensure that such is the case, the information
contained in this release 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.
Information Relating to the US Offer for Rio Tinto plc
In connection with the offer and sale of securities BHP Billiton would issue to
Rio Tinto plc US shareholders and Rio Tinto plc ADS holders, BHP Billiton has
filed with the Securities and Exchange Commission (the "SEC") a Registration
Statement on Form F-4 (the "Registration Statement"), which contains a
preliminary prospectus (the "Prospectus"), and will file additional relevant
materials with the SEC. This communication is not a substitute for the
Registration Statement or the Prospectus that BHP Billiton has filed, or any
amendments or supplements to those documents 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 ADSs ARE URGED TO READ THE REGISTRATION STATEMENT, THE 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 are 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). Copies of such
documents may also be obtained from BHP Billiton without charge.
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 U.S. 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 U.S.
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court`s judgment.
You should be aware that BHP Billiton may purchase securities of either Rio
Tinto plc or Rio Tinto Limited otherwise than under the exchange offer, such as
in open market or privately negotiated purchases.
Date: 07/10/2008 07:43:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
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