TIDMRIO
RNS Number : 6188Q
Rio Tinto PLC
28 October 2021
Rio Tinto cash tender offer targeting $1.2 billion of its 3.750
per cent Notes due 2025
Rio Tinto Finance (USA) Limited (the "Offeror") is today making
an offer to purchase (the "Offer") for cash any and all of the
outstanding Securities listed in the table below, which are
guaranteed by Rio Tinto plc and Rio Tinto Limited (the
"Securities") in order to manage its debt maturity profile.
The terms and conditions of the Offer are described in the offer
to purchase (the "Offer to Purchase"), dated as of today.
Capitalised terms not otherwise defined in this announcement have
the meaning given to them in the Offer to Purchase.
Rio Tinto Finance (USA) Limited is offering to purchase for
cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and the Notice of Guaranteed Delivery, any and
all of the outstanding Securities:
Title Outstanding Fixed U.S. Treasury Bloomberg NYSE
of Maturity Principal Spread Reference Reference Ticker
Security Date CUSIP/ISIN Amount (bps) Security Page
0.625% U.S.
Treasury Notes
3.750% 767201AS5/ due October
Notes 15 June US767201AS 15, 2024
due 2025 2025 58 $1,200,000,000 25* (US91282CDB46) FIT1 RIO/25
*The Fixed Spread is equivalent to the spread in the "Optional
Redemption" provision under the Securities. The Purchase Price will
be calculated with reference to the Maturity Date (being 15 June
2025), in line with the expected approach to the calculation of the
Make Whole Redemption Price in accordance with the terms and
conditions of the Securities.
Purpose of the Offer
The Offeror is making the Offer to refinance a portion of its
existing debt. The Offer, together with a proposed offering of a
new series of debt securities, is intended to extend the Offeror's
debt maturity profile. Securities purchased in the Offer will be
retired and cancelled.
Following the completion of the Offer and provided that the
Financing Condition is met, the Offeror intends to redeem any
remaining outstanding Securities in accordance with their terms and
conditions at the Make Whole Redemption Price. Nothing in this
announcement or the Offer to Purchase constitutes a redemption
notice. The Offeror notes that the spread used to calculate the
Make Whole Redemption Price will be the same as the Fixed Spread
pursuant to the Offer.
The Offer
The Offer will expire at 5pm, New York City time, on 3 November
2021, unless extended. The Purchase Price for the Securities
validly tendered and accepted for purchase pursuant to the Offer
will be determined based on a yield to the Maturity Date of the
Securities as of the Settlement Date equal to the sum of the Fixed
Spread over the bid-side yield to maturity on the U.S. Reference
Treasury Security, each as set forth in the table above, determined
in accordance with standard market practice and as described in the
Offer to Purchase as of 10am, New York City time, on 3 November
2021. Holders will also receive Accrued Interest on the applicable
settlement date for the Offer. The Settlement Date for the Offer is
expected to be 5 November 2021 (or 8 November 2021 in the case of
Securities delivered pursuant to the guaranteed delivery procedures
described in the Offer to Purchase). 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 Offer is subject to the satisfaction of certain conditions
set forth in the Offer to Purchase, including a Financing Condition
that the Offeror shall have completed prior to the expiration
deadline an offering of USD-denominated debt securities ("New
Notes") on terms and subject to conditions satisfactory to it in
its sole discretion which is described in the Offer to Purchase. If
any of the conditions are not satisfied or waived by the Offeror,
the Offeror will not be obligated to accept for purchase, purchase
or pay for, validly tendered Securities, in each case subject to
applicable laws, and may terminate the offer. The Offer is not
conditioned on the tender of a minimum principal amount of
Securities.The Offeror cannot assure you that any financing will be
successful and the Offeror reserves the right to waive any and all
conditions of the Offer on or prior to the Expiration Deadline.
When considering any potential allocation of New Notes, the
Offeror intends, but is not obligated, to give some degree of
preference to those investors who, prior to such allocation, have
validly tendered, or have indicated to the Offeror or the Dealer
Managers their firm intention to tender, Securities in the Offer.
See "Terms and Conditions of the Offer-Allocation of New Notes" in
the Offer to Purchase for further details.
Following consummation of the Offer, the Securities that are
purchased in the offer will be retired and cancelled and no longer
remain outstanding.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change.
Date and Time Action
28 October Commencement of the Offer
2021
Offer to Purchase available from the Information & Tender Agent.
Offer announced through a press release to a recognized financial
news service in the manner
described under "Terms and Conditions of the Offer-Announcements"
in the Offer to Purchase.
3 November 2021, 10:00 a.m. Price Determination Time
(New York City
time)
The Dealer Managers will calculate the Purchase Price in the manner
described in the Offer
to Purchase.
3 November 2021, Promptly after the Price Announcement of Purchase Price
Determination
Time
The Offeror will announce the Purchase Price by publication through
a recognized financial
news service in the manner described under "Terms and Conditions of
the Offer-Announcements"
in the Offer to Purchase.
3 November 2021, 5:00 p.m. (New York City time) Expiration Deadline
The last time and date for Holders to submit Tender Instructions
(or, where applicable, Notices
of Guaranteed Delivery) in order to be able to participate in the
Offer and to be eligible
to receive the Purchase Price and Accrued Interest on the
Settlement Date or the Guaranteed
Delivery Settlement Date, as applicable.
3 November 2021, 5:00 p.m. Withdrawal Deadline
(New York City time)
Deadline for Holders to properly withdraw tenders of their
Securities (or, where applicable,
Notices of Guaranteed Delivery). If a tender of Securities (or,
where applicable, a Notice
of Guaranteed Delivery) is properly withdrawn, the Holder will not
receive any consideration
on the Settlement Date or the Guaranteed Delivery Settlement Date,
as applicable (unless that
Holder validly re-tenders such Securities at or prior to the
Expiration Deadline and the Securities
are accepted by the Offeror).
4 November Announcement of Results of the Offer
2021
The Offeror expects to announce the aggregate principal amount of
Securities to be accepted
for purchase pursuant to the Offer (assuming that Securities
tendered in accordance with the
Guaranteed Delivery Procedures are validly delivered by the
Guaranteed Delivery Deadline).
5 November 2021, 5:00 p.m. Guaranteed Delivery Deadline
(New York City time)
The last time and date for Holders to validly deliver Securities in
respect of which a Notice
of Guaranteed Delivery was delivered at or prior to the Expiration
Deadline.
Expected to be 5 November 2021 Settlement Date
Settlement Date for Securities validly tendered and accepted for
purchase by the Offeror,
other than in the case of Securities validly tendered pursuant to
the Guaranteed Delivery
Procedures. Payment of the Purchase Price and any Accrued Interest
in respect of any such
Securities.
Expected to be 8 November 2021 Guaranteed Delivery Settlement Date
Guaranteed Delivery Settlement Date for Securities validly tendered
and accepted for purchase
by the Offeror pursuant to the Guaranteed Delivery Procedures.
Payment of the Purchase Price
and any Accrued Interest in respect of any such Securities.
The above dates and times are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, and/or terminate
the Offer, subject to applicable laws. Holders of the Securities
are advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such
intermediary would require to receive instructions to participate
in, or withdraw their instruction to participate in, the offer
before the deadlines set out above.
Holders of the Securities are advised to read carefully the
Offer to Purchase for full details of and information on the
procedures for participating in the Offer.
Holders of the 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/.
Announcements in connection with the 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.
A tender of Securities for purchase pursuant to the Offer should
be made by the submission of a valid Tender Instruction. If any
Holder wishes to tender its Securities but such Holder cannot
comply with the procedures for the submission of a valid Tender
Instruction prior to the Expiration Deadline, such Holder may
tender its Securities according to the Guaranteed Delivery
Procedures, as set out in the Offer to Purchase.
The Dealer Managers for the Offer are Citigroup Global Markets
Limited, Credit Agricole Securities (USA) Inc. and Merrill Lynch
International.
Questions regarding the Offer may be directed to:
Citigroup Global Markets Limited Credit Agricole Securities
Canada Square (USA) Inc.
Canary Wharf 1301 Avenue of the Americas,
United Kingdom 17th Floor
New York, New York 10019, United
States
Attention: Liability Management
Group Attention: Debt Capital Markets/Liability
Telephone (Europe): Management
+ 44 20 7986 8969 Telephone (U.S. Toll Free):
Telephone (U.S. Toll Free): +1 (866) 807-6030
+1 (800) 558 3745 Email: us.liabilitymanagement@ca-cib
Telephone (U.S.):
+1 (212) 723-6106
Email: liabilitymanagement.europe@citi.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 in relation to the Offer may be obtained from the
Depositary, Paying 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 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 Offeror, 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 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 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 Offeror, 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 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 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 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 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 Offer may not be advertised and
the Offer will not be extended, and none of this announcement, the
Offer to Purchase nor any other documents or materials relating to
the 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 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 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 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 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 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 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 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 Offer shall be deemed
to be made on behalf of the Offeror 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.
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 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.
Contacts Please direct all enquiries to media.enquiries@riotinto.com
Media Relations, UK Media Relations, Australia
Illtud Harri Jonathan Rose
M +44 7920 503 600 M +61 447 028 913
David Outhwaite Matt Chambers
M +44 7787 597 493 M +61 433 525 739
Media Relations, Americas Jesse Riseborough
Matthew Klar M +61 436 653 412
T +1 514 608 4429 Investor Relations, Australia
Investor Relations, UK Natalie Worley
Menno Sanderse M +61 409 210 462
M: +44 7825 195 178 Amar Jambaa
David Ovington M +61 472 865 948
M +44 7920 010 978
Clare Peever
M +44 7788 967 877
Rio Tinto plc Rio Tinto Limited
6 St James's Square Level 7, 360 Collins Street
London SW1Y 4AD Melbourne 3000
United Kingdom Australia
T +61 3 9283 3333
Registered in Australia
T +44 20 7781 2000 ABN 96 004 458 404
Registered in England
No. 719885
This announcement is authorised for release to the market by
Steve Allen, Rio Tinto's Group Company Secretary.
riotinto.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENXVLFLFBLBFBF
(END) Dow Jones Newswires
October 28, 2021 09:04 ET (13:04 GMT)
Rio Tinto (LSE:0KWZ)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Rio Tinto (LSE:0KWZ)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
