In its statement, the company said that, should a transaction proceed, the combination is expected to be structured as an acquisition of Glencore by Rio Tinto via a court-approved scheme of arrangement.
Rio Tinto emphasized that, at this stage, there can be no certainty that a firm offer will be made. It was noted that the information disclosed does not constitute an offer or potential offer under Rule 2.5 of the Takeover Code, and that Rio Tinto reserves the right to vary the form of consideration or the mix of payment methods in the event that a formal offer is made.
Pursuant to Rule 2.6(a) of the Takeover Code, Rio Tinto is required to either announce a firm intention to make an offer for Glencore or confirm that it does not intend to make an offer by 5:00 p.m. (London time) on 5 February 2026. This deadline may be extended with the consent of the Takeover Panel if deemed necessary.
The company stated that further announcements will be made as appropriate as the process develops. The announcement was authorized and released by Andy Hodges, Group Company Secretary of Rio Tinto.
No offer or solicitation
Rio Tinto underlined that the announcement does not constitute, and is not intended to constitute, an offer to buy, sell or subscribe for any securities, nor a solicitation of any vote or approval. Should a formal offer be made, full details will be contained exclusively in the relevant offer documentation.
The company also noted that the distribution of this announcement in jurisdictions outside the United Kingdom may be subject to local legal and regulatory requirements, and that persons into whose possession this announcement comes are required to inform themselves of, and comply with, any such restrictions.
Inside information
Rio Tinto confirmed that the information contained in the announcement constitutes inside information for the purposes of the Market Abuse Regulation and that, upon publication of the announcement, such information is now considered to be in the public domain.
Disclosure of share capital
In accordance with Rule 2.9 of the Takeover Code, the company also disclosed details of its issued share capital, as follows:
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Rio Tinto plc has 1,254,292,412 ordinary shares in issue (ISIN: GB0007188757).
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In addition, there is one dividend access share and one special voting share associated with the DLC structure.
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The company’s ADR program is listed on the New York Stock Exchange under the ticker symbol “RIO”.
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Rio Tinto Limited has 371,216,214 ordinary shares in issue (ISIN: AU000000RIO1).
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Under the DLC structure, there is also one dividend access share and one special voting share in issue.
Offer period disclosure requirements
In line with the Takeover Code, the company reminded that persons holding interests of 1% or more in relevant securities are required to make Opening Position Disclosures and Dealing Disclosures during the offer period. Further details of these disclosure obligations are available on the Takeover Panel’s official website.
Rio Tinto also stated that it is continuing to assess whether any acquisitions of Glencore shares by the company or by persons acting in concert with it prior to a potential offer could give rise to any price obligations under the Takeover Code.
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