Rio Tinto announces the Purchase Price in respect of its offer
to purchase (the “Tender Offer”) any and all of the
outstanding securities listed in the table below, which were issued
by Rio Tinto Finance (USA) Limited and are guaranteed by Rio Tinto
plc and Rio Tinto Limited (the “Securities”).
The terms and conditions of the Tender Offer are described in
the offer to purchase (the “Offer to Purchase”), dated as of
28 October 2021. Capitalised terms not otherwise defined in this
announcement have the meaning given to them in the Offer to
Purchase.
The Purchase Price payable in connection with the Tender Offer
by Rio Tinto Finance (USA) Limited pursuant to the Offer to
Purchase has been set at $1,097.32 per $1,000 principal amount of
Securities validly tendered and accepted for purchase.
Title of Security
CUSIP/ISIN
Outstanding Principal
Amount
Fixed Spread (bps)
U.S. Treasury Reference
Security
Reference Yield(1)
Purchase Price(1) (2)
3.750% Notes due 2025
767201AS5/ US767201AS58
$1,200,000,000
25
0.625 % U.S. Treasury Notes due
October 15, 2024 (US91282CDB46)
0.749%
$1,097.32
Notes:
- The Reference Yield and the consideration for the Securities
was determined on 3 November 2021 at 10am, New York City time, as
described in the Offer to Purchase.
- Per $1,000 principal amount of Securities validly tendered and
accepted for purchase.
Capitalized terms not defined in this announcement have the same
meaning as assigned to them in the Offer to Purchase.
The Tender Offer will expire on 3 November 2021 at 5pm, New York
City time. The Securities tendered in the Tender Offer may only be
withdrawn at or prior to 5pm, New York City time, on 3 November
2021, but not thereafter. These dates and times are subject, where
applicable, to the right of Rio Tinto Finance (USA) Limited to
extend, re-open, amend, and/or terminate the Tender Offer, subject
to applicable laws.
In addition to the payment of the Purchase Price, each Holder
whose Securities are validly tendered and delivered (and not
validly withdrawn) (including those validly tendered in accordance
with the Guaranteed Delivery Procedures) and accepted for purchase
will also be paid Accrued Interest equal to interest accrued and
unpaid on the Securities from (and including) the immediately
preceding interest payment date for the Securities to (but
excluding) the Settlement Date.
Accrued Interest will cease to accrue on the Settlement Date,
and (in the case of Securities for which the Guaranteed Delivery
Procedures are used) no additional accrued interest will be paid in
respect of the period from the Settlement Date to the Guaranteed
Delivery Settlement Date.
The Purchase Price and the Accrued Interest for the Securities
validly tendered (and not validly withdrawn) in the Offer will be
paid on the Settlement Date or the Guaranteed Delivery Settlement
Date, as applicable (subject to any postponement of the applicable
Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable, as described in the Offer to Purchase).
The Tender Offer is subject to the satisfaction of certain
conditions set forth in the Offer to Purchase, including the
Financing Condition. If any of the conditions are not satisfied or
waived by Rio Tinto Finance (USA) Limited, it will not be obligated
to accept for purchase, purchase or pay for, validly tendered
Securities, and may terminate the Tender Offer in each case subject
to applicable laws.
Holders of Securities are advised to read carefully the Offer to
Purchase for full details of and information on the procedures for
participating in the Tender Offer. Announcements in connection with
the Tender Offer will be made by the delivery of a press release to
a widely disseminated news or wire service. Copies of all
announcements, notices and press releases will be available from
the Information & Tender Agent. Holders of Securities may
access the Offer to Purchase and the form of Notice of Guaranteed
Delivery (as described in the Offer to Purchase) at
https://www.gbsc-usa.com/RioTinto/).
The results of the Tender Offer are expected to be announced on
4 November 2021.
Rio Tinto has issued a notice of redemption for all the
Securities that remain outstanding following the completion of the
Tender Offer. The redemption date is 3 December 2021. For
additional information, note holders may call the trustee and
paying agent, The Bank of New York Mellon, at +1-212 815-5811.
The Lead Dealer Managers for the offer are Citigroup Global
Markets Limited, Credit Agricole Securities (USA) Inc. and Merrill
Lynch International.
Questions regarding the offers may be directed to:
Citigroup Global Markets
Limited Canada Square Canary Wharf United Kingdom
Attention: Liability Management
Group Telephone (Europe): + 44 20 7986 8969 Telephone (U.S. Toll
Free): +1 (800) 558 3745 Telephone (U.S.): +1 (212) 723-6106 Email:
liabilitymanagement.europe@citi.com
Credit Agricole Securities
(USA) Inc. 1301 Avenue of the Americas, 17th Floor New York,
New York 10019 United States
Attention: Debt Capital
Markets/Liability Management Telephone (U.S. Toll Free): +1 (866)
807-6030 Email: us.liabilitymanagement@ca-cib.com
Merrill Lynch
International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Liability Management
Group
Telephone (Europe):
+ 44 20 7996 5420
Telephone (U.S. Toll Free):
+1 (888) 292-0070
Telephone (U.S.):
+1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com
Copies of the Offer to Purchase and the Notice of Guaranteed
Delivery may be obtained from the Depositary and Information Agent,
Global Bondholder Services Corporation at +1 (866) 470 3700
(toll-free) or +1 (212) 430 3774 (collect), by email at
contact@gbsc-usa.com or in writing at 65 Broadway, Suite 404, New
York, New York 10006.
NOTICE AND DISCLAIMER
This press release is neither an offer to purchase, nor a
solicitation of an offer to sell the Securities or any other
securities. The Companies are making the offers only by, and
pursuant to, the terms of the Tender Offer to Purchase and the
Notice of Guaranteed Delivery. The offers are not being made in any
jurisdiction in which the making of or acceptance thereof would not
be in compliance with the securities laws, blue sky laws or other
laws of such jurisdiction. None of the Company, the Guarantors, the
Dealer Managers, the Depositary or the Information Agent is making
any recommendation as to whether Holders should tender or refrain
from tendering their Securities in response to the Tender Offer,
how much they should tender or at what premium any Securities
should be tendered. Each Holder must make his, her or its own
decision as to whether to tender or refrain from tendering
Securities, at what premium any Securities should be tendered, and,
if a Holder determines to tender, as to how many Securities of each
Series to tender.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an
offer or an invitation to participate in the Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by each of
the Company, the Guarantors, the Dealer Managers the Depositary and
the Information Agent to inform themselves about and to observe any
such restrictions.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
is not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of Section
21 of the Financial Services and Markets Act 2000. Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom,
and are only for circulation to persons to whom they can lawfully
be circulated outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”)), or within Article 43(2) of the Order, or within Article
49(2)(a) to (d) of the Order, or to other persons to whom it may
lawfully be communicated in accordance with the Order (such persons
together being the “Relevant Persons”). This announcement, the
Offer to Purchase and any other documents or materials relating to
the Tender Offer are only available to Relevant Persons and the
transactions contemplated herein will be available only to, and
engaged in only with, Relevant Persons, and this Offer to Purchase
must not be relied or acted upon by persons other than Relevant
Persons.
Belgium
None of this announcement, the Offer to Purchase nor any other
documents or materials relating to the Tender Offer in respect of
each Series of Securities have been submitted to or will be
submitted for approval or recognition to the Financial Services and
Markets Authority (“Authorite des services et marches
financiers/Autoriteit financiele diensten en markten”) and,
accordingly, the Tender Offer may not be made in Belgium by way of
a public offering, as defined in Articles 3 and 6 of the Belgian
Law of 1 April 2007 on public takeover bids (the “Belgian Takeover
Law”) as amended or replaced from time to time. Accordingly, the
Tender Offer may not be advertised and the Tender Offer will not be
extended, and none of this announcement, the Offer to Purchase nor
any other documents or materials relating to the Tender Offer
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than (i) to “qualified investors” in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account or (ii) in any
circumstances set out in Article 6, § 4 of the Belgian Takeover
Law. This announcement and the Offer to Purchase have been issued
only for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the
information contained in this announcement and the Offer to
Purchase may not be used for any other purposes or disclosed to any
other person in Belgium.
France
This announcement, the Offer to Purchase and any other documents
or offering materials relating to the Tender Offer may not be
distributed in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation. The Offer to Purchase has not been and will
not be submitted for clearance to the Autorité des marchés
financiers.
Italy
None of this announcement, the Offer to Purchase nor any other
documents or materials relating to the Tender Offer has been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa (“CONSOB”) pursuant to
Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy
as exempted offers pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended (the
“Issuers’ Regulation”). The Tender Offer is also being
carried out in compliance with article 35-bis, paragraph 7 of the
Issuers' Regulation.
A holder of Securities located in the Republic of Italy can
tender Securities through authorized persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385
of September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities or the Tender Offer.
General
Neither this announcement nor the Offer to Purchase constitutes
an offer to buy or a solicitation of an offer to sell Securities,
and tenders of Securities in the Tender Offer will not be accepted
from Holders, in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an offer to be made by a
licensed broker or dealer and a Dealer Manager or its affiliate is
such a licensed broker or dealer in such jurisdictions, the Tender
Offer shall be deemed to be made on behalf of the Company by such
Dealer Manager or such affiliate, as the case may be, and no Tender
Offer is made in any such jurisdiction where the relevant Dealer
Manager or its affiliate is not so licensed.
Forward-looking statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts
included in this report,
including, without limitation, those regarding the Tender Offer,
are forward-looking statements. The words “intend”, “aim”,
“project”, “anticipate”, “estimate”, “plan”, “believes”, “expects”,
“may”, “should”, “will”, “target”, “set to” or similar expressions,
commonly identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements
speak only as of the date of this press release. Rio Tinto
expressly disclaims any obligation or undertaking (except as
required by applicable law, the UK Listing Rules, the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority
and the Listing Rules of the Australian Securities Exchange) to
release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in Rio Tinto’s
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211103005941/en/
Please direct all enquiries to
media.enquiries@riotinto.com
Media Relations, UK Illtud Harri M +44 7920 503
600
David Outhwaite M +44 7787 597 493
Media Relations, Americas Matthew Klar T +1 514
608 4429
Investor Relations, UK Menno Sanderse M: +44 7825 195 178
David Ovington M +44 7920 010 978
Clare Peever M +44 7788 967 877
Rio Tinto plc 6 St James’s Square London SW1Y 4AD United
Kingdom T +44 20 7781 2000 Registered in England No. 719885
Media Relations, Australia Jonathan Rose M +61 447
028 913
Matt Chambers M +61 433 525 739
Jesse Riseborough M +61 436 653 412
Investor Relations, Australia Natalie Worley M +61
409 210 462
Amar Jambaa M +61 472 865 948
Rio Tinto Limited Level 7, 360 Collins Street Melbourne
3000 Australia T +61 3 9283 3333 Registered in Australia ABN 96 004
458 404
This announcement is authorised for release to the market by
Steve Allen, Rio Tinto’s Group Company Secretary.
riotinto.com
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