NOT FOR DISTRIBUTION IN ITALY OR ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION
20 October 2010
Rio Tinto Finance (USA) Limited announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its 5.875% Notes due July 15, 2013 (the "2013 Notes"), of which $2.5 billion in aggregate principal amount is outstanding. The 2013 Notes are guaranteed by Rio Tinto plc and Rio Tinto Limited.
The terms and conditions of the Tender Offer are described in the Offer to Purchase dated October 20, 2010 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal") to be distributed to holders of the 2013 Notes. The following table sets forth certain terms of the Tender Offer:
| Title of Security | CUSIP/ISIN Number | Aggregate Principal Amount Outstanding | Reference U.S. Treasury Security | Bloomberg | Fixed Spread (basis points) |
| 5.875% Notes due 2013 | 767201AE6/ US767201AE62 | $2,500,000,000 | 1.00% U.S. Treasury Note due July 15, 2013 | PX5 | 40 |
The Tender Offer is scheduled to expire at 9:00AM, New York City time, on October 27, 2010, unless extended (the "Expiration Date"). Holders must validly tender and not validly withdraw their 2013 Notes before the Expiration Date to be eligible to receive the Tender Consideration as described below.
The Tender Consideration for each $1,000 principal amount of 2013 Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield based on the bid-side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., ANZ Securities, Inc. and Mitsubishi UFJ Securities (USA), Inc. (the "Dealer Managers") at 2:00 p.m., New York City time, on October 26, 2010. Holders will also receive accrued and unpaid interest up to, but excluding, the payment date for 2013 Notes purchased pursuant to the Tender Offer.
The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including, among other things, the consummation by Rio Tinto Finance (USA) Limited of an offering of its senior notes on terms reasonably satisfactory to it, as described in the Offer to Purchase.
Rio Tinto has retained Morgan Stanley & Co. Incorporated to act as Global Coordinator and Lead Dealer Manager, Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and HSBC Securities (USA) Inc. to act as Lead Dealer Managers, ANZ Securities, Inc. and Mitsubishi UFJ Securities (USA), Inc. to act as Co-Dealer Managers and D.F. King & Co., Inc. to act as Depositary and Information Agent in connection with the Tender Offer.
Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (888) 290-6427 or in writing at 48 Wall Street, New York, New York 10005. Questions regarding the Tender Offer may be directed to either of Morgan Stanley & Co. Incorporated at (800) 624-1808 and Credit Suisse Securities (USA) LLC at (800) 820-1653.
No offer to purchase any securities is being made pursuant to this press release. Neither this press release nor the Offer to Purchase and accompanying Letter of Transmittal constitutes an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws and tenders of 2013 Notes pursuant to the Tender Offer will not be accepted from holders thereof in any jurisdiction where such invitation or tender is unlawful.
The distribution of this press release, the Offer to Purchase and the Letter of Transmittal in certain jurisdictions may be restricted by law. Persons into whose possession this press release and/or the Offer to Purchase and accompanying Letter of Transmittal comes are required to inform themselves about, and to observe, any such restrictions.
DISCLOSURE NOTICE: Some statements in this release may constitute forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. A description of risks and uncertainties can be found in the Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited and their other public filings and press releases. Except as required by law, none of Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited assumes any obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments.
Rio Tinto is a leading international mining group headquartered in the UK, combining Rio Tinto plc, a London and NYSE 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, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt, talc) and iron ore. Activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.
Cont…/
For further information, please contact:
| Media Relations, EMEA / Americas 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 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 |
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| Investor Relations, London Mark Shannon Office: +44 (0) 20 7781 1178 Mobile: +44 (0) 7917 576597 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 Simon Ellinor Office: +61 (0) 7 3361 4365 Mobile: +61 (0) 439 102 811
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Website: www.riotinto.com
Email: media.enquiries@riotinto.com / enquiries.mediaaustralia@riotinto.com
High resolution photographs and media pack available at: http://www.riotinto.com/media
