Filed by: BHP Billiton Plc
and BHP Billiton Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Rio Tinto plc
Commission File No.: 001-10533
The following is a transcript of a video available to all BHP Billiton employees on the BHP Billiton intranet. Access to the video is conditioned on agreement to the terms of an important disclaimer excerpted in full below.
Offers by BHP Billiton Limited for all the outstanding ordinary shares of Rio Tinto plc and Rio Tinto Limited (“Rio Tinto”) (the “Offers”).
NOTE: THE INFORMATION RELATING TO THE OFFERS IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE BY BHP BILLITON LIMITED AND BHP BILLITON PLC (“BHP BILLITON”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. ANY POTENTIAL TRANSACTION CANNOT BE VALIDLY APPROVED AND THE OFFERS CANNOT BE VALIDLY ACCEPTED BY HOLDERS OF RIO TINTO SHARES OR ANY OTHER PERSONS THROUGH MEANS OF DOWNLOADING A COPY OF ANY DOCUMENTS RELATING TO THE OFFERS FROM THIS PART OF THE WEBSITE.
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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 U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 (the “Registration Statement”), which contains a 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 these 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 Offers, such as in open market or privately negotiated purchases.
Public information
Information about Rio Tinto and Alcan Inc. included in the information contained in this part of the website is based on public information which has not been independently verified. Certain statistical and other information about BHP Billiton included in the information contained in this part of the website has been sourced from publicly available third party sources. As such it presents the views of those third parties, but may not necessarily correspond to the views held by BHP Billiton.
Forward-looking statements
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Rio Tinto shareholders and Rio Tinto ADS holders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any action required by a shareholder or ADS holder in connection with the Offers will only be set out in documents sent to or made available to Rio Tinto shareholders and Rio Tinto ADS holders and any decision made by such shareholders or ADS holders should be made solely and only on the basis of information provided in those documents.
Responsibility
The directors of BHP Billiton accept responsibility for the information relating to BHP Billiton contained in the documents relating to the Offers available on this part of the website, save that the only responsibility accepted by them in respect of the information relating to Rio Tinto (and its subsidiaries, subsidiary undertakings and controlled companies), which has been compiled from public sources, is to ensure that such information has been correctly and fairly reproduced and represented. Subject as aforesaid, having taken all reasonable care to ensure that such is the case, the information contained in this part of the website for which they are responsible 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.
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I Disagree / I Agree
Marius Kloppers Employee Rio Tinto Offer Announcement Video
[Marius Kloppers, Chief Executive Officer, BHP Billiton]
Hello everyone. As you may have seen, we announced today that in view of the current economic crisis, we have decided that the proposed take over of Rio Tinto is no longer in the best interest of our shareholders.
Let me explain how we came to that conclusion. Recent events in world economies, have caused us real concern about the costs and the risks associated with completing the transaction.
In the current economic circumstances, divestments likely to be required, increase the cost of the transaction. Also, risks to our otherwise strong balance sheet would arise from combining our company with Rio Tinto. One reason is that Rio Tinto has significantly higher debt than us. We, on the other hand, have a balance sheet with low gearing, we have sound cash flows and we are in a position to invest in growth throughout this cycle. Our ability to continue to invest is illustrated by the decision we have also made in approving US$4.8 billion of our capital for our Rapid Growth 5 program in our iron ore business.
The single most important question for us in this transaction has been whether it is in the interest of our shareholders. That is, whether it increases shareholder value.
The global economic crisis is severe and the impact on our assessment of the benefits and the risks of the transaction put that shareholder value at risk.
In short, the financial risks to our shareholders have become unacceptably high. But let me assure you that despite the period of economic uncertainty that we are experiencing our company is in a very strong position on a stand alone basis.
Our portfolio of long life, low cost, world class, tier one assets and our solid balance sheet means that we are best positioned to deliver against the recovery in demand that we believe will occur.
We remain confident of the longer term prospects for natural resources demand growth driven by those emerging economies. In order to do this effectively, it is critical that we continue to run our business and conduct our day to day work in the same way we have always done.
It is important that none of us is distracted from this task before us and I’d like to remind you of the three things we said were fundamental to our success when I first spoke to you about this transaction.
The first was to remain resolute in our focus on safety. The second, to rapidly and sustainably accelerate the rate at which we move our product to market, and the third was to consistently and effectively commit ourselves to discovering and capturing more resource. Our overriding objective is always to create superior, long term shareholder value and today’s announcement in relation to our offer for Rio Tinto is simply a demonstration of this commitment in action.
I wanted this opportunity to speak to your directly and express my appreciation to all of you for your ongoing efforts on behalf of this wonderful company. It is your contribution, along with our asset portfolio and strong balance sheet that sets us apart and positions us better than any major mining company.
Thank you.