Rio Tinto logo

Rio Tinto successful in arbitration against Ivanhoe Mines

Rio Tinto successful in arbitration against Ivanhoe Mines

Download pdf here

 

An independent arbitrator has upheld Rio Tinto’s claim in respect of Ivanhoe Mines’ Shareholder Rights Plan (the “SRP”). This means that after a standstill agreement expires on 18 January 2012, Rio Tinto has the ability to purchase additional shares in Ivanhoe beyond its current holding of 49 per cent without being diluted by the SRP.

As part of the decision, the arbitrator dismissed Ivanhoe’s counterclaim and ruled that Rio Tinto did not breach the Private Placement Agreement with Ivanhoe.

From 19 January 2012, Rio Tinto will no longer be subject to a standstill agreement with Ivanhoe. Thereafter, depending upon its assessment of Ivanhoe’s business, prospects and financial condition, the market for Ivanhoe’s shares, general economic and tax conditions and other factors, Rio Tinto may seek opportunities to increase its shareholding in Ivanhoe to a majority position but currently has no intention of making a full takeover bid for Ivanhoe’s shares. Rio Tinto reserves the right to change its intention in the future.

Notes to editors

The Ivanhoe Mines board of directors adopted the Shareholder Rights Plan in April 2010. Rio Tinto referred the SRP to arbitration in June 2010. The arbitration centred on the application of Rio Tinto’s anti-dilution rights, established in a 2006 Private Placement Agreement, over the operation of the SRP in the event that Rio Tinto purchases additional shares of Ivanhoe after the standstill agreement expires.The arbitration process was suspended for six months in December 2010 in conjunction with a new financing agreement between the companies whereby Rio Tinto assumed management of Oyu Tolgoi. Following the end of the six month suspension in June 2011, the arbitration process resumed.

The 2006 Private Placement Agreement was agreed by Rio Tinto and Ivanhoe when Rio Tinto took a 19.9 per cent stake in Ivanhoe and secured rights to purchase additional shares. The Agreement included a clause giving Rio Tinto the right to buy additional shares in dilutive share issuances to maintain its proportional stake. The Private Placement Agreement also established a five-year standstill agreement, which capped Rio Tinto’s stake in Ivanhoe. In December 2010, the standstill agreement was extended by three months until 18 January 2012 as part of a new financing agreement between the two companies.

 

About Rio Tinto

Rio Tinto is a leading international mining group headquartered in the UK, combining Rio Tinto plc, a London and New York Stock Exchange listed company, and Rio Tinto Limited, which is listed on the Australian Securities Exchange.

Rio Tinto's business is finding, mining, and processing mineral resources. Major products are aluminium, copper, diamonds, thermal and metallurgical coal, uranium, gold, industrial minerals (borax, titanium dioxide and salt) and iron ore. Activities span the world and are strongly represented in Australia and North America with significant businesses in Asia, Europe, Africa and South America.


Contacts:

Media Relations, EMEA / Americas
Illtud Harri
Office: +44 (0) 20 7781 1152
Mobile: +44 (0) 7920 503 600

Tony Shaffer
Office: +44 (0) 20 7781 1138
Mobile: +44 (0) 7920 041 003

Christina Mills
Office: +44 (0) 20 7781 1154
Mobile: +44 (0) 7825 275 605

Media Relations, Australia / Asia
David Luff
Office: +61 (0) 3 9283 3620
Mobile: +61 (0) 419 850 205

Karen Halbert
Office: +61 (0) 3 9283 3627
Mobile: +61 (0) 412 119 389

Bruce Tobin
Office: +61 (0) 3 9283 3612
Mobile: +61 (0) 419 103 454

Media Relations, Canada
Bryan Tucker
Office: +1 (0) 514 848 8151
Mobile: +1 (0) 514 825 8319

Investor Relations, London
Mark Shannon
Office: +44 (0) 20 7781 1178
Mobile: +44 (0) 7917 576 597

David Ovington
Office: +44 (0) 20 7781 2051
Mobile: +44 (0) 7920 010 978

Investor Relations, North America
Jason Combes
Office: +1 (0) 801 204 2919
Mobile: +1 (0) 801 558 2645

Investor Relations, Australia
Dave Skinner
Office: +61 (0) 3 9283 3628
Mobile: +61 (0) 408 335 309

Christopher Maitland
Office +61 (0) 3 9283 3063
Mobile +61 (0) 459 800 131


Further information:

If you have been forwarded this email, you may wish to click here to signup for our media releases directly.

Follow us on Twitter

Website: www.riotinto.com