Off-market buy-back tender

Rio Tinto PLC
11 March 2005


Rio Tinto off-market buy-back tender


Rio Tinto has announced the details of an off-market buy-back tender for Rio
Tinto Limited shares, which was foreshadowed on 3 February 2005 as part of the
Group's US$1.5 billion capital return programme.


Subject to shareholder approval, which will be sought at the annual general
meetings (AGMs) in London and Sydney in April 2005, Rio Tinto Limited will
invite shareholders to tender Rio Tinto Limited shares at discounts of between 8
to 14 per cent to the Market Price(1), or as a Final Price Tender(2).  The final
buy-back price will be the largest discount ('Buy-Back Discount') to the Market
Price that enables Rio Tinto Limited to repurchase the targeted amount of
capital.


Broadly, Rio Tinto Limited is targeting to repurchase the equivalent of around
US$300-400 million (A$400-500 million) of capital under the buy-back tender, but
the ultimate size of the buy-back will be dependent on shareholder demand and
market conditions at the time.  For example, in the event of excess demand at an
attractive price, Rio Tinto Limited may significantly increase the size of the
buy-back.


Rio Tinto Chairman, Paul Skinner, said that the off-market buy-back tender is an
important feature of the Group's intention to return surplus capital to
shareholders and is a very efficient way for Rio Tinto Limited to buy back its
shares.


'The buy-back tender will enable Rio Tinto Limited to buy back shares at a
discount of at least eight per cent to the Market Price and will benefit both
participating and non-participating shareholders.


'Given our diverse shareholder base and the level of our available Australian
franking credits, we believe that this tender, coupled with the increased
dividend, is an optimal mechanism to return capital to shareholders.'


The Australian Taxation Office has agreed that, for Australian tax purposes, the
buy-back price will comprise:

-          a capital component of A$4.00; and

-          a fully franked dividend component equal to the difference between
           the buy-back price and A$4.00.


For the purposes of capital gains tax calculations, the deemed capital proceeds
that shareholders will receive on disposal of their shares under the buy-back
will be A$4.00 plus an amount equal to the excess of the Tax Value(3) over the
buy-back price.  Rio Tinto Limited does not intend to buy back shares at a price
that exceeds the Tax Value.


Under the buy-back tender, 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.  All shares bought back by Rio
Tinto Limited will be bought back at the final buy-back price, even if they are
tendered at a discount that equates to a lower price.


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 final buy-back price.


If the total number of shares tendered as a Final Price Tender 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, tenders will be scaled back.
The scale back provisions have been designed so that 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 should not be left with
a holding of 200 or less shares.


Rio Tinto Limited shareholders with a registered holding at the close of
business on 1 March 2005 will be entitled to receive the 2004 final dividend
(Australian 58.29 cents per share) even if they tender their shares in the
buy-back.  Shareholders who participate in Rio Tinto Limited's Dividend
Reinvestment Plan and wish to tender all their shares in the buy-back, may
consider withdrawing from the Dividend Reinvestment Plan by 16 March 2005 to
avoid the possibility of being left with a small parcel of shares after the
buy-back.  Withdrawal from the Dividend Reinvestment Plan can be arranged by
contacting the share registrar on 1800 813 292 toll free within Australia or +61
3 9415 4030 if calling from outside Australia.


The buy-back timetable is outlined below. Eligible shareholders will be sent the
buy-back booklet containing the terms and conditions of the buy-back tender in
mid April 2005.  Details in relation to the buy-back tender will also be
included in the materials to be sent to shareholders prior to the AGM.



Event                                                                                               Date

Ex-date for determination of entitlements to the buy-back(4)                               18 March 2005

Shares purchased after this date will not satisfy the 45-day rule(5)                       24 March 2005

Record date for determination of entitlements to the buy-back                              24 March 2005

Rio Tinto plc AGM                                                                          14 April 2005

Tender period opens                                                                        18 April 2005

Rio Tinto Limited AGM                                                                      29 April 2005

Tender period closes - tenders must be received by 9pm (Melbourne time)                     6 May 2005

Announcement of the buy-back price and scale-back (if any)                                 No later than
                                                                                            10 May 2005

Buy-back proceeds dispatched to participating shareholders                                 No later than
                                                                                            17 May 2005



* Rio Tinto Limited reserves the right to change any of these dates or times but
does not expect to do so.  Completion of the buy-back tender is subject to
shareholder approval by Rio Tinto Limited and Rio Tinto plc shareholders at the
2005 annual general meetings. In any event, Rio Tinto Limited retains the
discretion to buy back a lesser number of shares than indicated or no shares at
all.

Participation in the buy-back tender is voluntary.  Shareholders should seek
their own professional advice (including tax advice) about the implications of
participating in the buy-back in light of their particular circumstances.



For any queries on the buy-back, shareholders may call 1300 657 022 toll free
within Australia or [phone] if calling from outside Australia, or visit
our website at www.riotinto.com.


For further information, please contact:

LONDON                                               AUSTRALIA

Media Relations                                      Media Relations

Lisa Cullimore                                       Ian Head

Office:  [phone]                        Office:  [phone]

Mobile: [phone]                         Mobile: [phone]

Investor Relations                                   Investor Relations

Richard Brimelow                                     Dave Skinner

Office:  [phone]                        Office:  [phone]

Mobile: [phone]                         Mobile: [phone]

                                                     Susie Creswell

                                                     Office:  [phone]

                                                     Mobile: [phone]

Website: www.riotinto.com


--------------------------


(1) 'Market Price' means the volume weighted average price (as defined, which
will exclude certain trades not considered to be 'at market') of Rio Tinto
Limited ordinary shares sold on the ASX during the five trading days up to and
including the closing date of the buy-back tender period.


(2) A 'Final Price Tender' means a tender in which the shareholder elects to
receive the final buy-back price determined through the tender process.


(3) The Tax Value is calculated by adjusting A$40.02 by the movement in Rio
Tinto plc's share price from the close of trading in London on 2 February 2005
(£16.85) to the opening of trading in London on the day the tender period closes
(currently expected to be 6 May 2005).


(4) Shares acquired on the ASX on an ex-entitlement basis on or after this date
will not receive an entitlement to participate in the buy-back.


(5) Shares acquired after this date will generally not satisfy the 45-day rule
for the purposes of being eligible for the franking entitlements, assuming the
buy-back price is determined on 9 May 2005.


                      This information is provided by RNS
            The company news service from the London Stock Exchange