Following the issuance of $1.25 billion 30-year bonds which
settled on 2 November 2021, Rio Tinto Finance (USA) Limited has
accepted for purchase a total of $759,948,000. This sum excludes
Securities that remain subject to the guaranteed delivery
procedures described in the Offer to Purchase, aggregate principal
amount of notes pursuant to its offer to purchase (the “Tender
Offer”) any and all of its outstanding 3.750 per cent Notes due
2025 (the “Securities”), which commenced on 28 October 2021
and expired at 5pm (New York City time) on 3 November 2021. In
addition to funding the purchase of the Securities, the proceeds
from the 30-year bonds will be used to fund the redemption of the
Securities that remain outstanding following the completion of the
Tender Offer. 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.
$759,948,000 aggregate principal amount of the Securities will
be purchased at a price of $1,097.32 per $1,000 principal amount of
Securities. The above amounts exclude $1,582,000 aggregate
principal amount of Securities that remain subject to the
guaranteed delivery procedures described in the Offer to Purchase.
The Securities purchased will be retired and cancelled and no
longer remain outstanding.
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validly withdrawn) (including those validly tendered in accordance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validly tendered (and not validly withdrawn) in the Tender Offer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 settlement date for the Tender Offer will be 5 November 2021
(or 8 November 2021 in the case of Securities delivered pursuant to
the guaranteed delivery procedures). Capitalised terms in this
announcement and not defined have the meaning assigned to them in
the Offer to Purchase dated 28 October 2021.
On 3 November 2021, Rio Tinto issued a notice of redemption for
all of the Securities that remain outstanding following the
completion of the Tender Offer, with 3 December 2021 being the date
fixed for such redemption. 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 Tender Offer are Citigroup
Global Markets Limited, Credit Agricole Securities (USA) Inc. and
Merrill Lynch International.
Questions regarding the Tender Offer 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 announcement must be read in conjunction with the Offer to
Purchase. 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 Rio Tinto Finance (USA) Limited, Rio
Tinto plc, Rio Tinto Limited, the Dealer Managers, the Depositary
and Information Agent to inform themselves about and to observe any
such restrictions.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211104005668/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
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 plc
6 St James’s Square London SW1Y 4AD United Kingdom
T +44 20 7781 2000 Registered in England No. 719885
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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