REG - Rio Tinto - Rio Tinto reiterates proposal to acquire TRQ

Rio TintoAnnouncement

15/08/2022 10:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220815:nRSO0216Wa&default-theme=true

RNS Number : 0216W  Rio Tinto PLC  15 August 2022

15 August 2022

Rio Tinto reiterates compelling value of proposal to acquire full ownership of
Turquoise Hill

Rio Tinto notes the Turquoise Hill announcement today indicating that the
Turquoise Hill Special Committee has terminated its review of Rio Tinto's
non-binding proposal to acquire full ownership of Turquoise Hill for C$34 in
cash per Turquoise Hill share (the "Proposed Transaction").

 

Rio Tinto is disappointed by the decision of the Special Committee and
continues to believe that the terms of the Proposed Transaction would deliver
compelling value for Turquoise Hill minority shareholders and provide the
certainty of an all-cash offer at an attractive premium of:

 

·      32% to Turquoise Hill's closing price of C$25.68 per share on 11
March 2022; and

·      78% to Turquoise Hill's closing price of C$19.12 per share on 24
January 2022, the day before agreeing a path forward between Government of
Mongolia, Turquoise Hill and Rio Tinto that enabled commencement of the
underground mine at Oyu Tolgoi.

 

Since Rio Tinto made its proposal on 14 March 2022, the average share price
performance of Turquoise Hill's peers1 (#_ftn1)   has declined 35% in light
of a deteriorating and more uncertain external environment.  Furthermore,
Turquoise Hill has disclosed in its latest earnings results that it needs to
raise equity proceeds of more than US$1 billion to address its current
estimate of funding requirements.

 

Rio Tinto will remain financially disciplined as it considers its options.
Should a transaction not proceed, Rio Tinto welcomes the continued investment
by Turquoise Hill minority shareholders and their pro rata sharing of future
risks and funding obligations.

 

Rio Tinto Chief Executive Copper Bold Baatar said: "Rio Tinto remains as
committed as ever to the long-term success of Oyu Tolgoi. While we are
disappointed by this decision, we will continue to work constructively with
the Board of Turquoise Hill to advance the Oyu Tolgoi project."

 

Notes to editors

 

Under the terms of the Proposed Transaction, Turquoise Hill minority
shareholders would have received C$34 in cash per Turquoise Hill share,
representing a premium of 32% to Turquoise Hill's closing share price on the
Toronto Stock Exchange on 11 March 2022, the last trading day prior to Rio
Tinto's previously announced non-binding proposal to acquire full ownership of
Turquoise Hill. The Proposed Transaction would have valued the Turquoise Hill
minority share capital at approximately US$2.7 billion.

 

As previously disclosed, Rio Tinto is not interested in pursuing any
alternative transaction, including any such transaction which would result in
the sale of Rio Tinto's interest in Turquoise Hill or the acquisition by a
third party of Turquoise Hill or Oyu Tolgoi in partnership with or independent
of Rio Tinto.

 

Additional disclosures

 

This press release does not constitute an offer to buy or sell or the
solicitation of an offer to sell or buy any securities. Any offers,
solicitations or offers to buy, or any sales of securities will only be made
in accordance with registration and other requirements under applicable law.

Forward-Looking Statements

 

This press release includes "forward-looking statements" within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts included in this release, are
forward-looking statements. 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. Such forward-looking statements 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. 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 contained
herein to reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. All information provided in this press release, including the
forward-looking statements herein, speak only as of the date of this press
release.

 

The person responsible for arranging the release of this announcement on
behalf of Rio Tinto plc is Steve Allen, Group Company Secretary.

 

 

 

 

 Contacts  Please direct all enquiries to media.enquiries@riotinto.com

 

 Media Relations, UK         Media Relations, Australia

 Matthew Klar                Jonathan Rose

 M+ 44 7796 630 637          M +61 447 028 913

 David Outhwaite             Matt Chambers

 M +44 7787 597 493          M +61 433 525 739

 Media Relations, Americas   Jesse Riseborough

 Simon Letendre              M +61 436 653 412
 M +514 796 4973

 Malika Cherry

 M  +1 418 592 7293          Investor Relations, Australia

 Investor Relations, UK      Amar Jambaa

 Menno Sanderse              M +61 472 865 948

 M: +44 7825 195 178

 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

 

 

((1 (#_ftnref1) )) Based on the simple average share price performance,
between 11th March 2022 (being the last trading day immediately prior to Rio
Tinto's proposal) and 12th August 2022, of Southern Copper, Freeport, First
Quantum and Lundin Mining, representing Turquoise Hill's disclosed peer set in
its most recent results presentation, however excluding OZ Minerals.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQSFDSUIEESEFA