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Publish Date : 14-Feb-2015

Rio Tinto will conduct an off-market buy-back tender (the "Buy-Back") for Rio Tinto Limited shares as part of the Group’s proposed US$2 billion capital return programme announced today.
Under the Buy-Back, Rio Tinto Limited is targeting the repurchase of A$500 million of shares, although it reserves the right to increase or decrease the size of the Buy-Back or not buy back any shares. The Buy-Back is an important feature of the Group’s capital return programme. It is an efficient way to return capital as it allows the purchase of shares at a discount of at least eight per cent to prevailing market prices and is expected to be funded out of the Group's cash resources.

Rio Tinto Limited will invite eligible shareholders to tender Rio Tinto Limited shares at discounts of between eight and 14 per cent (inclusive) to the Market Price, or as a Final Price Tender. The Buy-Back Price will be the price as determined by Rio Tinto Limited that equates to the largest of these discounts (“Buy-Back Discount”) to the Market Price that enables Rio Tinto Limited, based on the tenders received, to repurchase the amount of capital it determines to buy back.

Eligible shareholders will also have the ability to select a Minimum Price below which shares tendered by them will not be bought. Rio Tinto Limited intends to buy back all shares tendered by eligible shareholders who tender their shares as a Final Price Tender or who tender their shares at a discount greater than or equal to the Buy-Back Discount, subject to any scale back or Minimum Price condition. A shareholder whose tender is accepted will be paid the Buy-Back Price for each share that is bought back. This will be the case even if they tender their shares at a discount greater than the Buy-Back Discount adopted by Rio Tinto Limited.

Rio Tinto Limited will not buy back any shares tendered by shareholders at a discount smaller than the Buy-Back Discount, or any shares that are tendered specifying a Minimum Price that is greater than the Buy-Back Price. If the total number of shares tendered as Final Price Tenders or at a discount greater than or equal to the Buy-Back Discount is greater than the number of shares Rio Tinto Limited determines to repurchase, successful tenders may be scaled back. However, if there is a scale back, Rio Tinto Limited will buy back a Priority Allocation (expected to be the first 85 shares) successfully tendered by each shareholder.

In addition, those who tender all of their shares as a Final Price Tender or at a discount greater than or equal to the Buy-Back Discount and who would be left with a Small Holding (being 35 or less shares) as a result of a scale back, will not have their tender scaled back and their tender will be accepted in full.

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