OREANDA-NEWS. 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.

Details of the Buy-Back

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.

The Australian Taxation Office has indicated that, for Australian tax purposes, the Buy-Back Price will comprise:

  • a capital component of A\$9.44; and
  • a fully franked dividend component equal to the difference between the Buy-Back Price and A\$9.44.

For the purposes of Australian capital gains tax calculations, the deemed capital proceeds that shareholders (other than companies) will generally be taken to have received on disposal of their shares under the Buy-Back will be A\$9.44 plus an amount equal to the excess of the Tax Value over the Buy-Back Price. Rio Tinto Limited does not intend to buy back shares at a price that exceeds the Tax Value.

The expected Buy-Back timetable is outlined below.

It is expected that eligible shareholders will be sent a buy-back booklet ("Buy-Back Booklet") containing the terms and conditions of the Buy-Back in late February 2015.

Buy-Back timetable

Event

Date

Last day that shares can generally be acquired on the ASX to be eligible to participate in the Buy-Back and, as a consequence, may be eligible for franking entitlements

17 February 2015

Shares quoted on the ASX ex?entitlement to participate in the Buy?Back6     

18 February 2015

Record date for determination of entitlement to participate in the Buy-Back

20 February 2015

Tender period opens

2 March 2015

Tender period closes – tenders must be received by 7pm (Melbourne time)

2 April 2015

Announcement of the Buy-Back Price and scale-back (if any)

7 April 2015

Payment date for 2014 final dividend

9 April 2015

Buy-Back proceeds dispatched/credited to participating shareholders

No later than 15 April 2015

Important Notices

Capitalised terms in this announcement have the same meaning as will be contained within the Buy-Back Booklet.

The Buy-Back is not available to Excluded Foreign Persons. This includes shareholders to whom Rio Tinto Limited would be prohibited from paying money, shareholders to whom the invitation may not be lawfully made or shareholders whose participation in the Buy-Back is not permitted.

In particular, the Buy-Back is not available to persons located in the United States or who are US Persons (as defined in Regulation S of the United States Securities Act of 1933). This announcement, and any other documents related to the Buy-Back, are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).

Certain statements contained in this announcement, including statements regarding the implementation of our capital management programme and its effect on our business, may constitute "forward looking statements" for the purposes of applicable securities laws. Rio Tinto undertakes no obligation to revise the forward looking statements included in this announcement to reflect any future events or circumstances. Rio Tinto's actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward looking statements. Factors that could cause or contribute to such differences include, for example, the general trading and economic conditions affecting Rio Tinto.