September 06, 2008
Rio Tinto recommends rejection of TRC Capital\'s mini tender offer
Rio Tinto plc announced that it has been notified of a mini tender offer by TRC Capital Corporation to purchase up to 250,000 American Depositary Shares of Rio Tinto plc, each representing four ordinary shares of Rio Tinto plc, which in aggregate represents approximately 0.1 per cent of its outstanding shares.
Rio Tinto cautions holders of its ADS that TRC's unsolicited mini tender offer of USD 437.50 per ADS was approximately 2.2% below the USD 447.25 per ADS closing price of Rio Tinto's ADS on November 13th 2007, the day before the mini tender offer was commenced and approximately 0.8% below the USD 440.96 per ADS closing price of Rio Tinto's ADS on November 15th 2007.
Rio Tinto recommends against tendering shares in response to this unsolicited below market offer. Rio Tinto does not in any way recommend or endorses the TRC Capital Corporation mini tender offer, and Rio Tinto is in no way associated with TRC Capital Corporation, the mini tender offer or the offer documentation.
TRC Capital has a history of making mini tender offers for the shares of other companies for its profit. These offers are devised to seek less than 5% of a company's outstanding shares, thereby avoiding many procedural and disclosure requirements of the Securities and Exchange Commission because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.
