REG - Rio Tinto - Agreement reached with certain TRQ shareholders

Rio TintoAnnouncement

02/11/2022 07:00

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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

 M  +1 418 592 7293

 Investor Relations, UK      Investor Relations, Australia

 Menno Sanderse              Tom Gallop

                           M +61 439 353 948
 M: +44 7825 195 178
Amar Jambaa

                             M +61 472 865 948

 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

United Kingdom             Melbourne 3000

 T +44 20 7781 2000          Australia

Registered in England

 No. 719885

                             T +61 3 9283 3333

                             Registered in Australia

                             ABN 96 004 458 404

 

This announcement is authorised for release to the market by Steve Allen, Rio
Tinto's Group Company Secretary.

 

riotinto.com

 

 

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