Finding better ways to provide the materials the world needs
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The drive for innovation and continuous improvement is at the heart of our purpose
Business Strategy
Climate change is at the heart of our business strategy
Innovation
Finding better ways to do things is in our DNA
We supply the metals and minerals used to help the world grow and decarbonise
Iron Ore
The primary raw material used to make steel, which is strong, long-lasting and cost-efficient
Lithium
The lightest of all metals, it is a key element needed for low-carbon technologies
Copper
Tough but malleable, corrosion-resistant and recyclable, and an excellent conductor of heat and transmitter of electricity
Bringing to market materials critical to urbanisation and the transition to a low-carbon economy
Oyu Tolgoi
One of the most modern, safe and sustainable operations in the world
Rincon Project
A long-life, low-cost and low-carbon lithium source
Simandou Project
The world’s largest untapped high-grade iron ore deposit
Providing materials the world needs in a responsible way
Climate Change
We’re targeting net zero emissions by 2050
Tailings
Details of our tailings facilities can be found on our interactive tailings disclosure map
Communities
The strength of our relationships with the communities where we operate, and broader society, is fundamental to our business
We aim to deliver superior returns to our shareholders while safeguarding the environment and meeting our obligations to wider society
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Investment in high integrity ACCUs
While prioritising our decarbonisation programmes, we are investing in high quality carbon credits
Reducing titanium oxide's carbon footprint
Our BlueSmelting technology could drastically reduce carbon emissions during ore processing
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Rio Tinto will reduce its gross debt by $1.5 billion under cash tender offers announced on 26 September 2016.
As part of Rio Tinto’s ongoing capital management plan, Rio Tinto Finance (USA) plc and Rio Tinto Finance (USA) Limited (each a "Company" and together, the "Companies") have made cash tender offers (the "Offer") to purchase up to approximately $1.5 billion of the outstanding securities listed in the table below (the "Securities").
The Offer, which commenced on 26 September 2016 and will expire on 24 October 2016, was oversubscribed at 5pm, New York City time, on 7 October 2016 and therefore approximately $1.5 billion of Securities will be purchased. No Securities tendered after the above time will be accepted.
The following Securities will be purchased pursuant to the Offer:
Title of Security
Issuer and Offeror
CUSIP/ISIN
Acceptance Priority Level
Principal Amount to be Repurchased
3.500% Notes due 2022
Rio Tinto Finance (USA) plc
76720AAC0/ US76720AAC09
1(1)
$528,196,000
2.875% Notes due 2022
76720AAF3/ US76720AAF30
$471,807,000
9.000% Notes due 2019
Rio Tinto Finance (USA) Limited
767201AH9/ US767201AH93
2
$245,694,000
3.500% Notes due 2020
767201AK2/ US767201AK23
$47,513,000
4.125% Notes due 2021
767201AN6/ US767201AN61
$82,143,000
3.750% Notes due 2021
767201AQ9/ US767201AQ92
$122,182,000
Total
$1,497,535,000
Note:
The Securities purchased will be retired and cancelled and no longer remain outstanding.
Approximately $1.1 billion of Securities with Acceptance Priority Level 1 were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. Therefore, subject to the terms of the Offer, such Securities have been prorated using a proration factor of approximately 87.3 per cent. Subject to the terms of the Offer, the Securities with Acceptance Priority Level 2 validly tendered and not validly withdrawn at or prior to the Early Tender Deadline have been prorated using a proration factor of approximately 60.4 per cent.
All Securities not accepted as a result of proration have been rejected from the Offer. No Securities tendered after the Early Tender Deadline have been or will be accepted for purchase.
The Reference Yield and the Total Consideration for each series of the Securities will be determined on 11 October 2016 at 11am, New York City time, using the methodology described in the Offer to Purchase. The settlement date for the Securities to be purchased is expected to be 12 October 2016.
As announced on 26 September, Rio Tinto has also issued a redemption notice for approximately $1.5 billion of its 2017 and 2018 US dollar-denominated notes. The redemption date is 26 October 2016. The redemption along with the Offer will bring the total amount of notes purchased in October 2016 to $3.0 billion.
Capitalised terms in this announcement have the same meaning as assigned to them in the Offer to Purchase dated 26 September 2016.
The Lead Dealer Managers for the Offer are BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and Credit Suisse Securities (USA) LLC. The Co-Dealer Managers are Bank of China Limited London Branch and UniCredit Bank AG.
Questions regarding the Offer may be directed to:
BNP Paribas Securities Corp. Toll Free: +1 888-210-4358Collect: +1 212-841-3059London: +44 (0) 20 7595 8668
Credit Agricole Securities (USA) Inc. Toll Free: +1 866-807-6030Collect: +1 212-261-7802London: +44 (0) 207 214 5482
Credit Suisse Securities (USA) LLC Toll Free: +1 800-820-1653Collect: +1 212-538-2147London: +44 (0) 20 7883 8763
Copies of the Offer to Purchase may be obtained from the Depositary and Information Agent, Global Bondholder Services Corporation at +1 (866) 807 2200 (toll-free) or +1 (212) 430 3774 (collect) or in writing at 65 Broadway, Suite 404, New York, New York 10006.
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 Offer to Purchase. 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 Companies, 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 Offers or how much they should tender. Each Holder must make his, her or its own decision as to whether to tender or refrain from tendering Securities and, if a Holder determines to tender, as to how many Securities of each Series to tender.
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offers 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 Companies, the Guarantors, the Dealer Managers the Depositary and the Information Agent to inform themselves about and to observe any such restrictions.
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers 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 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 Offers 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.
None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers 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 Offers 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 Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers (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 Offers. 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.
The Offers are not being made, directly or indirectly, to the public in France. None of this announcement, the Offer to Purchase nor any other documents or offering materials relating to the Offers in respect of each Series of Securities have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Offer to Purchase has been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers have 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 Offers are 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 Offers are 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 Offers.
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 Offers 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 Offer shall be deemed to be made on behalf of the relevant Company by such Dealer Manager or such affiliate, as the case may be, and no Offer is made in any such jurisdiction where the relevant Dealer Manager or its affiliate is not so licensed.
How we process personal data provided or obtained through this website.
With the exception of the use of cookies, Rio Tinto generally does not seek to collect personal data through this website. However if you choose to provide personal data to Rio Tinto through this website (for example, by sending us an email), we will process that personal data to answer your query and if relevant, to manage our business relationship with you or your company. We won't process that personal data for other purposes except where required to meet our legal obligations or otherwise as authorised by law and notified to you.
If you choose to subscribe to our media releases or other communications, you can unsubscribe at any time (by following the instructions in the email or by contacting us).
With your consent, our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
As some data privacy laws regulate IP addresses and other information collected through the use of cookies as personal data, Rio Tinto’s processing of such personal data needs to comply with its Data Privacy Standard (see Part 1 of our Privacy Policy), and also applicable data privacy laws.
With the exception of the use of cookies (explained below), Rio Tinto generally does not seek to collect personal data through this website. However if you choose to provide personal data to Rio Tinto through this website (for example, by sending us an email), we will process that personal data to answer your query and if relevant, to manage our business relationship with you or your company. We won't process that personal data for other purposes except where required to meet our legal obligations or otherwise as authorised by law and notified to you.
Part 1 of this Privacy Policy contains the Rio Tinto Data Privacy Standard, which provides an overview of Rio Tinto’s approach to personal data processing. There is additional information in the appendices to the Data Privacy Standard, including information about disclosures, trans-border data transfers, the exercise of data subject rights and how to make complaints or obtain further information relating to Rio Tinto’s processing of your personal data.
If you choose to subscribe to our media releases or other communications, you can unsubscribe at any time (by following the instructions in the email or by contacting us at digital.comms@riotinto.com).
With your consent, our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
As some data privacy laws regulate IP addresses and other information collected through the use of cookies as personal data, Rio Tinto’s processing of such personal data needs to comply with its Data Privacy Standard (see Part 1 of this Privacy Policy), and also applicable data privacy laws.
These Cookies are used to provide a better user experience on the site, such as by measuring interactions with particular content or remembering your settings such as language or video playback preferences.
These Cookies allow us to analyse site usage in order to evaluate and improve its performance. They help us know how often you come to our site and when, how long you stay and any performance issues you experience whilst you are on our site.
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