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 | |||||||
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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 The Securities tendered in the Tender Offer may only be withdrawn at or prior to 5pm, New York City time, on 3 November 2021, but not thereafter.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to the payment of the Purchase Price, each Holder whose Securities are validly tendered and delivered (and not validly withdrawn) (including those validly tendered in accordance with the Guaranteed Delivery Procedures) and accepted for purchase will also be paid Accrued Interest equal to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.
