BHP Billiton's offer

Rio Tinto PLC
06 February 2008

Rio Tinto notes BHP Billiton's pre-conditional offer



6 February 2008



Rio Tinto notes the announcement by BHP Billiton of its intention to make offers
to acquire the whole of the issued share capital of Rio Tinto plc at an exchange
ratio of 3.4 BHP Billiton shares per Rio Tinto plc share, consisting of 80% BHP
Billiton plc shares and 20% BHP Billiton Limited shares, and the whole of the
issued share capital of Rio Tinto Limited at an exchange ratio of 3.4 BHP
Billiton Limited shares per Rio Tinto Limited share.



The offers are subject to pre-conditions relating to merger control and
regulatory approvals in a number of jurisdictions.



Rio Tinto's chairman Paul Skinner said: 'The Boards of Rio Tinto will consider
the terms of the proposal carefully in the light of all circumstances and will
make a further statement once they have completed this assessment.  In the
meantime, the Boards encourage shareholders not to take any action.'



About Rio Tinto

Rio Tinto is a leading international mining group headquartered in the UK,
combining Rio Tinto plc, a London listed company, and Rio Tinto Limited, which
is listed on the Australian Securities Exchange.


Rio Tinto's business is finding, mining, and processing mineral resources. Major
products are aluminium, copper, diamonds, energy (coal and uranium), gold,
industrial minerals (borax, titanium dioxide, salt, talc) and iron ore.
Activities span the world but are strongly represented in Australia and North
America with significant businesses in South America, Asia, Europe and southern
Africa.


A further announcement will be made as and when appropriate. There can be no
certainty that any offer will be made nor as to the terms on which any offer may
be made.


In the United States, Rio Tinto will file a Solicitation/Recommendation
Statement with the US Securities and Exchange Commission (the 'SEC') on Schedule
14D-9 following commencement of a tender offer within the meaning of Rule 14d-2
under the Securities Exchange Act of 1934 and holders of Ordinary Shares and
American Depositary Shares are advised to read it when it becomes available as
it will contain important information. Copies of the Schedule 14D-9 and other
related documents filed by Rio Tinto will be available free of charge on the
SEC's website at http://www.sec.gov. In addition, documents filed with the SEC
by Rio Tinto may be obtained free of charge by contacting Rio Tinto's media or
investor relations departments or on Rio Tinto's website at www.riotinto.com.
Any documents filed by BHP Billiton, including any registration statement on
Form F-4 (which will include a preliminary prospectus) and related exchange
offer materials as well as any Tender Offer Statement on Schedule TO, will also
be available free of charge on the SEC's website.




For further information, please contact:


Media Relations, London                            Media Relations, Australia

Christina Mills                                    Ian Head
Office: [phone]                       Office: [phone]
Mobile: [phone]                       Mobile: [phone]


Nick Cobban                                        Amanda Buckley
Office: [phone]                       Office: [phone]
Mobile: [phone]                       Mobile: [phone]


Media Relations, US

Nancy Ives
Mobile: [phone]
Investor Relations, London                         Investor Relations, Australia

Nigel Jones                                        Dave Skinner
Office: [phone]                       Office: [phone]
Mobile: [phone]                       Mobile: [phone]


David Ovington                                     Simon Ellinor
Office: [phone]                       Office:+ 61 (0) 7 3867 1068
Mobile: [phone]

Investor Relations, North America

Jason Combes
Office: [phone]
Mobile: [phone]

Email: [e-mail]

Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk








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