Connecting Industries Worldwide

Rio Tinto Limited completes AU$750 million off-market buy-back

Rio Tinto has completed its off-market buy-back of Rio Tinto Limited shares, which was increased to AU$750 million from the indicative AU$700 million announced due to strong demand.

The Buy-Back Price was AU$63.67 per Share which represented a discount of 14% to the Market Price1.

The Rio Tinto Limited Buy-Back was announced to the Australian Securities Exchange (“ASX”) on 22 September 2017 as part of a US$2.5 billion share buy-back programme (the “Programme”), returning the proceeds from the sale of Coal & Allied to Rio Tinto shareholders.

Rio Tinto Limited bought back approximately 11.8 million Shares, at an aggregate cost of AU$750 million (US$575 million). This represents 2.78% of Rio Tinto Limited issued ordinary share capital (or 0.66% of the Rio Tinto Group’s issued ordinary share capital3). Following completion, Rio Tinto Limited has issued share capital will stand at 412,414,348 shares.

The portion of the Programme relating to the on-market buy-back of Rio Tinto plc shares will now total a maximum amount of US$1,925 million and will commence on 27th December 2017 and will be completed no later than 31st December 2018. As previously announced, Rio Tinto plc has entered into a separate non-discretionary irrevocable instruction for an aggregate maximum consideration of up to $300 million for the period between 27th December 2017 and 28th February 2018 as part of the on-market portion of the Programme.

All shares purchased will be cancelled.

Due to the significant oversubscription for the Buy-Back, an 89.33% scale back of Tenders was required. Subject to exclusions set out in the Buy-Back Booklet, shareholders who tendered their shares at a 14% Tender Discount to the Market Price or as a Final Price Tender will have a Priority Allocation of 75 shares bought back before the scale back is applied. Successful shareholders who tendered all of their shares at a 14% tender discount to the Market Price or as a Final Price Tender and who would be left with 30 shares or less as a result of the Priority Allocation and scale back, will have all of their shares bought back in full.

The Buy-Back Price was greater than any Minimum Price, and hence all eligible price conditional tenders were included in the scale back calculations. Shares tendered at discounts less than or equal to 13% were not brought back.

All proceeds due under the Buy-Back will be paid in Australian dollars. Proceeds due to shareholders who have recorded on the Share Register a direct credit authority with an Australian bank account are expected to be credited to that account on 20th November 2017. Payment by cheque in Australian dollars will be dispatched by mail on the same date to all other shareholders. Shares that have been tendered into the Buy-Back, but not brought back, are expected to be released to shareholders during 13th November 2017.