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BIL
BIBLT
BIL - BHP Billiton Plc - BHP BILLITON OFFER FOR RIO TINTO LAPSES
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
27 November 2008
Number 41/08
BHP BILLITON OFFER FOR RIO TINTO LAPSES
BHP Billiton notes the statement made by the UK Takeover Panel Executive
agreeing that pre-condition (A) to BHP Billiton`s offer for Rio Tinto plc cannot
now be satisfied and that, as a result, the UK offer period with respect to Rio
Tinto and BHP Billiton ceased with immediate effect. Accordingly, BHP Billiton
notes that its offer for Rio Tinto plc has now lapsed and that, given the inter-
conditionality of its offers for Rio Tinto plc and Rio Tinto Limited, its offer
for Rio Tinto Limited has also now lapsed.
BHP Billiton therefore also announces that it is withdrawing its official
competition filing (Form CO) from the European Commission and will withdraw its
Registration Statement on Form F-4 from the United States Securities and
Exchange Commission.
Further information on BHP Billiton 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 Evans, 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 Mobile: 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 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.
BHP Billiton Limited ABN 49 004 028 077
Registered in Australia
Registered Office:
Level 27, 180 Lonsdale Street Melbourne Victoria 3000
Telephone +61 1300 554 757
Facsimile +61 3 9609 3015
BHP Billiton Plc Registration number 3196209
Registered in England and Wales
Registered Office: Neathouse Place London SW1V 1BH United Kingdom
Telephone +44 20 7802 4000
Facsimile +44 20 7802 4111
The BHP Billiton Group is headquartered in Australia
Date: 27/11/2008 07:21:01 Produced by the JSE SENS Department.
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