Rio Tinto

Coal & Allied shareholders approve scheme

Press Release   •   Nov 28, 2011 08:48 GMT

Rio Tinto Limited ("Rio Tinto") (ASX: RIO) and Mitsubishi Development Pty Ltd ("Mitsubishi Development") note the announcement by Coal & Allied Industries Limited ("Coal & Allied") (ASX: CNA) today that Coal & Allied shareholders have approved the Scheme of Arrangement, under which Rio Tinto and Mitsubishi Development, via Hunter Valley Resources Pty Ltd ("Hunter Valley Resources") - a jointly owned bid vehicle - will acquire all of the shares in Coal & Allied that they do not currently own.

Subject to Court approval of the Scheme of Arrangement (such approval to be sought on 30 November 2011), Coal & Allied shareholders will receive a total cash amount of A$125.00 for each of their Coal & Allied shares, as follows:

  • A$117.00 cash for each share held as at the Scheme Record Date (scheduled to be 7.00pm Australian Eastern Standard Time (AEST) on 12 December 2011) - this represents the amount of the cash consideration payable by Hunter Valley Resources under the Scheme; and
  • A$8.00 cash for each share held as at the Special Dividend Record Date (scheduled to be 7.00pm AEST on 8 December 2011) - this represents the amount of the fully franked special dividend which Coal & Allied announced today.

It is expected that payments of these cash amounts will be made on or about 16 December 2011. A table of key dates is below.

Rio Tinto Energy chief executive Doug Ritchie said "This is an excellent outcome for Rio Tinto and is consistent with our strategy of investing in and operating, long-life, cost-competitive mines and businesses with strong growth potential.

"Rio Tinto and Mitsubishi Development have been long-term shareholders in Coal & Allied and it will be business as usual for our employees, contractors and suppliers. Rio Tinto Coal Australia will continue to manage Coal & Allied, pursuing the existing operational strategy and planned development projects."

Mitsubishi Development Chief Executive Officer Kirk Yamanaka said "Mitsubishi Development is a committed, long term investor in Coal & Allied and the Australian resources industry. We are particularly pleased to extend our relationship with Rio Tinto who is a reputable partner for Mitsubishi Development in many of our Australian resources investments. In its involvement in the Coal & Allied business, Mitsubishi will continue to have high regard for all of Coal & Allied's key stakeholders including its local communities and its employees."

Key dates

Monday, 28 November 2011

Coal & Allied shareholders approved the Scheme

Special dividend announced

Wednesday, 30 November 2011

Second Court date - date on which Court approval of the Scheme will be sought

Thursday, 1 December 2011

Effective date - date on which the Scheme will become effective
Last day of trading in Coal & Allied shares on ASX

Friday, 2 December 2011

Ex-dividend date of special dividend

Thursday, 8 December 2011,

7.00pm AEST

Special Dividend Record Date - time and date for determining entitlement to receive the special dividend

Monday, 12 December 2011,

7.00pm AEST

Scheme Record Date - time and date for determining Coal & Allied shareholders eligible to participate in the Scheme and to receive the Scheme consideration

Thursday, 15 December 2011

Implementation date - date on which all of the Coal & Allied shares (other than those currently owned by Rio Tinto and Mitsubishi Development) will be transferred to Hunter Valley Resources

Friday, 16 December 2011

Expected date for payment of the Scheme consideration and special dividend

The above dates are indicative only and are subject to change.  Any changes to the above timetable will be announced through ASX and placed on the Coal & Allied website.
The Scheme requires the Scheme Consideration to be paid to Scheme Participants within five business days of the Implementation Date.