| Tue 12 Feb 2008, 8:16 | | BIL - BHP Billiton Plc - Letter of Shareholders |
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BIL
BIBLT
BIL - BHP Billiton Plc - Letter of Shareholders
BHP Billiton Plc
Share code: BIL
ISIN: GB0000566504
12 February 2008
Letter of Shareholders
To:Australian Securities Exchangecc:New York Stock
ExchangeLondon Stock ExchangeJSE Limited
Swiss Stock ExchangeDeutsche Bank
UBS Zurich
For Announcement to the Market
In accordance with Listing Rule 3.17 of the Australian
Securities Exchange, please find attached a letter from the
Chairman to BHP Billiton shareholders regarding the recently
announced pre-conditional offer for Rio Tinto Limited and
Rio Tinto Plc.
Jane McAloon
Group Company Secretary
7 February 2008
Dear Shareholder (s)
You will have seen a great deal of press coverage recently
of the proposal we made in early November to the Board of
Rio Tinto to combine BHP Billiton and Rio Tinto. Extensive
consultations with the shareholders and stakeholders of both
Rio Tinto and BHP Billiton since that time have indicated a
clear understanding of the logic of the combination.
On 6 February 2008 we formalised that proposal by making an
offer to Rio Tinto shareholders to combine with BHP Billiton
by offering 3.4 BHP Billiton shares for each Rio Tinto
share.
Bringing these two great companies together will provide a
unique opportunity to unlock value for both BHP Billiton and
Rio Tinto shareholders. The two companies each have:
* outstanding portfolios of large-scale, low-cost, long-
life
assets that are highly complementary
* common strategies
* a similar asset mix and quality
* a shared commitment to health, safety and the
environment;
and
* a similar heritage, culture and values.
The combination would be without comparison in the natural
resources industry and would position the combined company
to meet the demands of customers, including in both China
and India.
In reaching the decision to make an offer for Rio Tinto,
your Board was focussed on the creation of value for BHP
Billiton shareholders and I am pleased to say that your
Board is convinced that BHP Billiton will derive enhanced
earnings from:
* a strengthened asset portfolio
* superior future growth options
* greater exposure to quality assets in the resources
sector;
and
* a pro rata share in the unique and significant value
unlocked by the combination.
The offers we have made are subject to pre-conditions
relating to merger control and necessary regulatory
approvals in a number of jurisdictions and this process will
take some time. We will work closely and constructively
with all key regulators to assist with their review.
Your Board is satisfied that the offer we have made is both
compelling and responsible and, very importantly, is value
enhancing for you. We have been patient and disciplined to
date and will continue to be so.
Your approval for the combination will be sought in due
course and I will continue to update you on the offer as it
proceeds. In the meantime I invite you to call our
shareholder help line on the numbers below should you have
any questions regarding the offer.
On behalf of the Board I thank you for your ongoing support
of BHP Billiton; it is a wonderful company that has an
exceptional future.
Yours sincerely
Don Argus
Chairman
Australia toll free: 1300 766 363 (for callers outside
Australia & New Zealand dial +61 3 9415 4365)
New Zealand toll free: 0800 668 228
EU toll free, including the UK*: 00 800 6520 6520 (for
callers outside the EU dial +44 117 378 5973)
*Note the European Union Free Call number is applicable for
callers from the following countries - UK, Austria, Belgium,
Denmark, Finland, France, Germany, Ireland, Italy,
Netherlands, Norway, Spain, Sweden and Switzerland.
South Africa toll free: 0800 202 361 (for callers outside
South Africa dial +27 11 3730004)
United States toll free: 800 339 1045 (for BHP Billiton ADR
holders calling outside of the United States dial +1 212 440
9800)
The directors of BHP Billiton accept responsibility for the
information contained in this document. Having taken all
reasonable care to ensure that such is the case, the
information contained in this document 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
BHP Billiton plans to register the offer and sale of
securities it would issue to Rio Tinto plc US shareholders
and Rio Tinto plc ADS holders by filing with the U.S.
Securities and Exchange Commission (the "SEC") a
Registration Statement (the "Registration Statement"), which
will contain a prospectus ("Prospectus"), as well as other
relevant materials. No such materials have yet been filed.
This communication is not a substitute for any Registration
Statement or Prospectus that 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 ANY
REGISTRATION STATEMENT, 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 will be 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), once such documents are
filed with the SEC. Copies of such documents may also be
obtained from BHP Billiton without charge, once they are
filed with the SEC.
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: 12/02/2008 08:16:00 Produced by the JSE SENS Department.
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