Possible combination with Glencore plc

Basis of access

The Information contained on this Microsite is in respect of the offer period in relation to Glencore and the Possible Offer.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Rio Tinto. 

Responsibility

The Information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Rio Tinto plc, Rio Tinto Limited nor any of their respective affiliated companies (collectively, the “Rio Tinto Entities”) has or accepts, any responsibility or duty to update any such Information. The Rio Tinto Entities reserve the right to add to, remove or amend any Information reproduced on this Microsite at any time.

In relation to any Information contained on the Microsite, the only responsibility accepted by the directors of relevant members of the Rio Tinto Entities ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, nor the Rio Tinto Entities, have reviewed, and none of them is or shall be responsible for, or accepts any liability in respect of, any Information contained on any other website that may be linked to or from this Microsite.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended from time to time) or, if you are located outside the United Kingdom ("UK"), from an appropriately authorised independent financial adviser.

Overseas persons

The Information contained in the Microsite is not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into or from a Restricted Jurisdiction, and the availability of such Information (and any related offer, should an offer be made) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the UK or the United States ("US"), or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws or regulations of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws or regulations of any such jurisdiction.

Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, if you wish to view these materials you must first satisfy yourself that you are not subject to any local requirements that prohibit or restrict you from doing so and should inform yourself of, and observe, any applicable legal or regulatory requirements applicable in your jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. 

If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access this Microsite and you should take independent legal advice. To the fullest extent permitted by applicable law, neither Rio Tinto nor its advisers accepts responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.

The Information contained in this Microsite may not be downloaded, forwarded, copied, transmitted or shared with any other person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations.

If a firm offer for Glencore is announced by Rio Tinto, it will not be made, in whole or in part, directly or indirectly, in or into or from any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and any offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

If you are not permitted to view the Information contained in this Microsite, or viewing such Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such Information, please exit this web page or click the ‘Decline’ button below and seek independent legal advice. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. No member of Rio Tinto nor any of their respective advisers assumes any responsibility for any violation by any person of any of these restrictions.

Important information for US investors

The Possible Offer relates to the securities of a UK company, a Jersey company and an Australian company and, should an offer be made, would be made by way of a scheme of arrangement under the laws of Jersey. The Possible Offer, implemented by way of a scheme of arrangement, would be exempt from the registration requirements under the US Securities Act of 1933, as amended (the "US Securities Act") and not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Possible Offer (if made) would be subject to the disclosure requirements and practices of the UK, Jersey and Australia, which are different from the registration requirements of the US and the US tender offer rules. The financial information included in certain documents contained in this Microsite, if any, may have been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of shares to enforce their rights and any claims they may have arising out of the US federal securities laws in connection with the Possible Offer (if made) since Rio Tinto and Glencore are located in countries other than the US and some or all of their respective officers and directors may be residents of a country other than the US. US holders of shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

The Information contained in this Microsite does not constitute an offer of securities for sale in the US. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, in whole or in part, directly or indirectly, in or into or from, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, any country in which such offer may not be made. 

To qualify for the exemption from registration of securities issued under a scheme of arrangement provided by section 3(a)(10) of the US Securities Act, should an offer be made, Rio Tinto would advise the Court that its sanctioning of the scheme of arrangement would be relied on as approval of the scheme of arrangement following a hearing on its fairness to Glencore shareholders, at which hearing all Glencore shareholders may attend in person or through counsel to support or oppose the sanctioning of the scheme of arrangement and such hearing has been notified to all Glencore shareholders.

If, in the future, Rio Tinto implements the Possible Offer, should one be made, by way of a takeover offer under the laws of Jersey as an alternative to the scheme of arrangement and determines to extend the offer into the US, the Possible Offer will be made in compliance with applicable US laws and regulations, including the applicable provisions of the US Securities Act and US tender offer regulations and, in each case, subject to any applicable exemptions therefrom.

Any shares issued under any offer, should one be made, would not be registered under the US Securities Act of 1933. Accordingly, such shares may not be subsequently offered, sold or delivered in the US unless such sale, offer or delivery is effected in compliance with an applicable exemption from the registration requirements of the US Securities Act.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer or passed comment upon the fairness, adequacy or accuracy of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the US.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Rio Tinto or its nominees or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Glencore shares outside the US, other than pursuant to the Possible Offer, before or during the period in which the Possible Offer, if made, remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com. 

US Rio Tinto shareholders also should be aware that the Possible Offer contemplated herein may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws and, that such consequences, if any, are not described herein. US Rio Tinto shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Possible Offer. 

Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Rio Tinto and its subsidiaries and subsidiary undertakings (the “Rio Tinto Subsidiaries”) and Glencore and its subsidiaries and subsidiary undertakings (the “Glencore Group”) and certain plans and objectives with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could" and similar expressions, among others, generally identify forward-looking statements. 

These forward-looking statements (including those relating to the consummation of the Possible Offer, if made, and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include negative effects relating to announcement of any Possible Offer or the completion of any Possible Offer on the market price of Rio Tinto plc’s, Rio Tinto Limited’s and/or Glencore’s shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 

These forward-looking statements are based on numerous assumptions and assessments made in light of Rio Tinto’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Rio Tinto’s plans (should an offer be made) with respect to Glencore, and Glencore’s and the Glencore Group’s (and/or, as relevant, Rio Tinto’s and the Rio Tinto Subsidiaries’) actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Rio Tinto expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by applicable law. 

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Rio Tinto or Glencore as appropriate.

This notice shall be governed by and interpreted in accordance with the laws of England and Wales.