Rio Tinto is continuing to use its strong liquidity position to reduce gross debt

OREANDA-NEWS. Rio Tinto is continuing to use its strong liquidity position to reduce gross debt, by today commencing cash tender offers to purchase up to $3 billion of its 2018, 2020, 2021 and 2022 US dollar-denominated notes.

Today’s announcement is part of the Rio Tinto Group’s ongoing capital management and follows the successful completion of cash tender offers launched in April to purchase $1.5 billion of its 2017 and 2018 notes.

Rio Tinto Finance (USA) plc and Rio Tinto Finance (USA) Limited (each a “Company” and together, the “Companies”) are making the offers to purchase the outstanding securities listed in the tables below, each guaranteed by Rio Tinto plc and Rio Tinto Limited (the “Securities”). The terms and conditions of the offers are described in the offer to purchase (the “Offer to Purchase”), dated as of today. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

1. Any and All Offer

Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc are 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 listed in the table below (the “Any and All Securities”):

Title of Security		Issuer and Offeror		CUSIP/ISIN		Outstanding Principal Amount		Fixed Spread (bps)		Reference US Treasury Security		Bloomberg Reference Page
6.500% Notes due 2018		Rio Tinto Finance (USA) Limited		767201AC0/ US767201AC07		$1,669,802,000		50		0.875% U.S. Treasury Notes due 31 May, 2018		PX1
2.250% Notes due 2018		Rio Tinto Finance (USA) plc		76720AAM8/ US76720AAM80		$1,189,523,000		50		0.875% U.S. Treasury Notes due 31 May, 2018		PX1

The offer for the Any and All Securities (the “Any and All Offer”) will expire at 5pm, New York City time, on 13 June 2016, unless extended. The consideration for the Any and All Securities will be determined by the Dealer Managers based on a fixed spread over the reference US Treasury Security, as set forth in the table above, in accordance with standard market practice as of 11am, New York City time, on 13 June 2016. Holders will also receive Accrued Interest on the settlement date for the Any and All Offer. The settlement date for the Any and All Offer is expected to be 14 June 2016 (or 16 June 2016 in the case of Any and All Securities delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase). For the avoidance of doubt, Accrued Interest on Any and All Securities tendered using the guaranteed delivery procedures will cease to accrue on 14 June 2016.

2. Maximum Tender Offer

The Companies are offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, an aggregate principal amount up to $3 billion less the aggregate principal amount of Any and All Securities purchased in the Any and All Offer of the outstanding Securities listed in the table below (the “Maximum Tender Securities”):

Title of Security		Issuer and Offeror			CUSIP/ISIN		Accept-ance Priority Level		Outstanding Principal Amount		Maximum Tender Early Tender Payment(1)		Fixed Spread (bps)		Reference U.S. Treasury Security		Bloomberg Reference Page
3.500% Notes due 2020		Rio Tinto Finance (USA) Limited			767201AK2/ US767201AK23		1		$1,000,000,000		$30		65		1.375% U.S. Treasury Notes due 31 May, 2021		PX1
4.125% Notes due 2021		Rio Tinto Finance (USA) Limited			767201AN6/ US767201AN61		2		$1,000,000,000		$30		92		1.375% U.S. Treasury Notes due 31 May, 2021		PX1
3.750% Notes due 2021		Rio Tinto Finance (USA) Limited			767201AQ9/ US767201AQ92		2		$1,150,000,000		$30		98		1.375% U.S. Treasury Notes due 31 May, 2021		PX1
3.500% Notes due 2022		Rio Tinto Finance (USA) plc			76720AAC0/ US76720AAC09		3		$1,000,000,000		$30		140		1.375% U.S. Treasury Notes due 31 May, 2021		PX1
2.875% Notes due 2022		Rio Tinto Finance (USA) plc			76720AAF3/ US76720AAF30		3		$1,000,000,000		$30		140		1.375% U.S. Treasury Notes due 31 May, 2021		PX1

Note:

(1) Per $1,000 principal amount of Securities accepted for purchase.

The offer for the Maximum Tender Securities (the “Maximum Tender Offer”) will expire at 11:59pm, New York City time on 5 July 2016, unless extended (the “Maximum Tender Offer Expiration Date”). However, in order to receive the Maximum Tender Total Consideration (as defined below), which includes the $30 early tender payment referred to below, holders must tender by 5pm, New York City time on 20 June 2016 (the “Maximum Tender Early Tender Deadline”).

The consideration (“Maximum Tender Total Consideration”) for Maximum Tender Securities validly tendered and not validly withdrawn at or prior to the Maximum Tender Early Tender Deadline and accepted for purchase by the relevant Company will be determined by the Dealer Managers based on a spread over the reference US Treasury Security, as set forth in the table above, in accordance with standard market practice as of 11am, New York City time, on 21 June 2016.

The consideration for each $1,000 principal amount of each series of Maximum Tender Securities validly tendered after the Maximum Tender Early Tender Deadline but at or prior to the Maximum Tender Expiration Date and accepted for purchase by the relevant Company is equal to the Maximum Tender Total Consideration for such series minus $30.

Holders will also receive Accrued Interest on the relevant settlement date for the Maximum Tender Offer.

The amount of each series of Maximum Tender Securities that is purchased will be based on the Maximum Tender Amount and the order of priority for such series as set forth in the table above, provided that any Maximum Tender Securities tendered at or prior to the Maximum Tender Early Tender Deadline will be accepted for purchase in priority to any Maximum Tender Securities tendered after the Maximum Tender Early Tender Deadline, even if such Maximum Tender Securities tendered following the Maximum Tender Early Tender Deadline have a higher Acceptance Priority Level than Maximum Tender Securities tendered on or prior to the Maximum Tender Early Tender Deadline. If the Maximum Tender Offer is oversubscribed, then the Maximum Tender Securities will be subject to proration as described in the Offer to Purchase.

The Companies may elect after the Maximum Tender Early Tender Deadline and at or prior to the Maximum Tender Expiration Date to accept the Maximum Tender Securities validly tendered at or prior to the Maximum Tender Early Tender Deadline. If the Companies exercise this right, the Maximum Tender Securities tendered prior to the Maximum Tender Early Tender Deadline will be settled promptly thereafter, expected to be on or about 22 June 2016. If this right is not exercised, the Maximum Tender Offer will be settled promptly after the Maximum Tender Expiration Date, expected to be on or about 6 July 2016.

Both offers

The offers are subject to the satisfaction of certain conditions set forth in the Offer to Purchase. If any of the conditions are not satisfied or waived by the Companies, the Companies 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 offers. The offers are not conditioned on the tender of a minimum principal amount of Securities.

Following consummation of the offers, the Securities that are purchased in the offers will be retired and cancelled and no longer remain outstanding.

The above dates and times are subject, where applicable, to the right of the Companies to extend, re-open, amend, and/or terminate the offers, subject to applicable laws. Holders of 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 offers before the deadlines set out above.

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 offers. 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 http://www.gbsc-usa.com/RioTinto.

The Lead Dealer Managers for the offers are Citigroup Global Markets Limited, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc. The Co-Dealer Managers are Natixis Securities Americas LLC, RBS Securities Inc., Santander Investment Securities Inc. and Standard Chartered Bank.

Questions regarding the offers may be directed to:

Citigroup Global Markets Limited Toll Free: +1 (800) 558 3745 Collect: +1 (212) 723 6106 London: +44 (0) 20 7986 8969

HSBC Securities (USA) Inc. Toll Free: +1 (888) HSBC-4LM Collect: +1 (212) 525-5552 London: +44 (0) 20 7992 6237

J.P. Morgan Securities LLC Toll Free: +1 (866) 834 4666 Collect: +1 (212) 834 3424 London: +44 (0) 20 7134 2468

Mitsubishi UFJ Securities (USA), Inc. Toll Free: +1 (877) 744-4532 Collect: +1 (212) 405-7481 London: +44 (0) 20 7577 4048/4218

Copies of the Offer to Purchase and the Notice of Guaranteed Delivery (in relation to the Any and All Offer) may be obtained from the Depositary and Information Agent, Global Bondholder Services Corporation at +1 (866) 470 3800 (toll-free) or +1 (212) 430 3774 (collect) or in writing at 65 Broadway, Suite 404, New York, New York 10006.