Mitsubishi
Mitsubishi Development Pty Ltd
Media release
Coal & Allied recommends improved proposal 26 August 2011
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) that it has executed a Scheme Implementation Agreement with a bid vehicle jointly owned by Rio Tinto and Mitsubishi Development, a wholly-owned subsidiary of Mitsubishi Corporation (TSE: 8058; LSE: MBC). It is proposed that Rio Tinto and Mitsubishi Development, via the jointly owned bid vehicle, will acquire all of the shares in Coal & Allied that they do not currently own under a Scheme of Arrangement
(« Scheme »).
The committee of Coal & Allied directors formed to consider the initial proposal from Rio
Tinto unanimously recommends that Coal & Allied shareholders vote in favour of the proposed Scheme, subject to an independent expert concluding that the Scheme is in the best interests of Coal & Allied minority shareholders and there being no superior proposal.
Under the proposed Scheme, Coal & Allied shareholders will receive cash consideration of A$125 per share, a A$3 increase when compared to consideration of A$122 per share announced on 8 August 2011.
If the Scheme is approved by Coal & Allied shareholders, and subject to Coal & Allied obtaining a ruling from the Australian Taxation Office, Coal & Allied will announce a fully franked special dividend of A$8 per share. To the extent that any special dividend is paid, the consideration paid by the bid vehicle, Hunter Valley Resources Pty Ltd (« Hunter
Valley Resources ») to Coal & Allied shareholders will be reduced accordingly. The special dividend is expected to be funded from existing Coal & Allied cash resources and/or from loans from Rio Tinto, Mitsubishi Development and Hunter Valley Resources.
The cash consideration of A$125 per share represents a:
· 39 per cent premium to Coal & Allied’s closing share price on 5 August 2011, which was the last trading day before Rio Tinto’s initial approach to Coal & Allied on 6 August 2011 1 ; and
· 25 per cent premium to the one month volume weighted average price of Coal &
Allied shares as at 5 August 20111
Implementation
If the Scheme is successful, the aggregate direct and indirect interests in Coal & Allied held by Rio Tinto and Mitsubishi Development will increase to 80 per cent and 20 per cent respectively. Rio Tinto currently owns 75.7 per cent of Coal & Allied and Mitsubishi
Development currently owns 10.2 per cent of Coal & Allied.
Rio Tinto, Mitsubishi Development and Hunter Valley Resources have entered into a
Framework Agreement to govern their conduct in relation to the Scheme, and a
Shareholders Agreement to govern the ongoing operation and management of Coal &
Allied following implementation of the Scheme. Copies of these agreements will be lodged with the Australian Securities Exchange today. 1
The cum-dividend closing share price and one month volume weighted average price have been adjusted for the A$1.20 per share interim dividend paid on 26 August 2011.
Rio Tinto is registered in Australia Rio Tinto Limited 120 Collins Street Melbourne 3000 Australia ABN 96 004 458 404

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