Loan syndication successful
Rio Tinto PLC
30 August 2007
Loan syndication for financing of Alcan acquisition successfully completed
Rio Tinto has successfully completed the sub-underwriting phase of the
syndication of its US$40 billion term loan and revolving credit facilities (the
'Facilities'). This is the largest ever loan facility raised by a UK corporate
and the fourth largest worldwide.
The Facilities will be used to finance the acquisition of all the outstanding
common shares of Alcan Inc ('Alcan') for a total consideration of US$101 per
common share representing a total equity consideration of approximately US$38.1
billion and an enterprise value of approximately US$44.0 billion.
The syndication received very strong support despite recent volatility in the
global credit markets and was more than one third oversubscribed. The Facilities
were initially underwritten by The Royal Bank of Scotland, Deutsche Bank, Credit
Suisse and Societe Generale.
Guy Elliott, Rio Tinto's chief financial officer, commented: 'This extremely
positive response underlines the strength of Rio Tinto's existing asset base,
the attractiveness of the Alcan transaction and the solid credit profile of the
enlarged Rio Tinto Group. This bodes well for our future refinancing plans in
the debt capital markets.'
The acquisition of Alcan will create a new global leader in the aluminium
industry with large, long life, low cost assets. The acquisition will be value
enhancing to Rio Tinto shareholders, and is expected to be earnings and cash
flow per share accretive to Rio Tinto in the first full year.
Facility details:
Structure of the US$40bn Facilities
Facility A US$15bn Term Loan 364-days (1 year extension)
Facility B US$10bn Revolving Credit Facility 3 years
Facility C US$5bn Revolving Credit Facility 5 years
Facility D US$10bn Term Loan 5 years + 1 day
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.
For further information, please contact:
LONDON AUSTRALIA
Media Relations Media Relations
Christina Mills Ian Head
Office: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101
Nick Cobban Amanda Buckley
Office: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349
Investor Relations Investor Relations
Nigel Jones Dave Skinner
Office: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628
Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309
David Ovington Susie Creswell
Office: +44 (0) 20 7753 2326 Office: +61 (0) 3 9283 3639
Mobile: +44 (0) 7920 010 978 Mobile: +61 (0) 418 933 792
Website: www.riotinto.com
High resolution photographs available at: www.newscast.co.uk
BOOKRUNNERS
Credit Suisse Office: +44 (0) 20 7888 2128
Thomas Muoio
Deutsche Bank Office: +44 (0) 20 7545 7262
Goetz Laue
The Royal Bank of Scotland Office: +44 (0) 20 7085 2505
Sean Malone
Societe Generale Office: +44 (0) 20 7676 6894
Stephen Swift
Additional information
IMPORTANT INFORMATION:
The offer to purchase all of the issued and outstanding common shares of Alcan
for US$101 per common share in a recommended, all cash transaction (the 'Offer')
is being made by Rio Tinto Canada Holding Inc. (the 'Offeror'),an indirect
wholly-owned subsidiary of Rio Tinto. The Offer represents a total consideration
for Alcan common shares of approximately US$38.1 billion.
The Offer is open for acceptance until 6.00 p.m., Canadian Eastern Time, on
September 24, 2007, unless extended. The Offer is subject to a number of
conditions including valid acceptances by holders of not less than 66-2/3 per
cent of Alcan shares on a fully diluted basis and the receipt of various
governmental and regulatory approvals, certain of which the Offeror does not
expect to receive prior to 24 September 2007. Accordingly, the Offeror currently
intends to extend the Offer beyond 24 September 2007. The board of Rio Tinto has
approved the transaction. The Offer is expected to close in the fourth quarter
of 2007.
This announcement is for information purposes only and does not constitute or
form part of any offer or invitation to purchase, otherwise acquire, subscribe
for, sell, otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for,
any security. The Offer (as the same may be varied or extended in accordance
with applicable law) is being made exclusively by means of, and subject to the
terms and conditions set out in, the offer and takeover bid circular delivered
to Alcan and filed with Canadian provincial securities regulators and the United
States Securities and Exchange Commission (the 'SEC') and mailed to Alcan
shareholders.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
In connection with the Offer, an offer and takeover bid circular as well as
ancillary documents such as a letter of transmittal and a notice of guaranteed
delivery have been filed with the Canadian securities regulatory authorities and
the SEC and an Alcan directors' circular with respect to the Offer has also been
filed. A Tender Offer statement on Schedule TO (the 'Schedule TO') and a
Solicitation/Recommendation Statement on Schedule 14D-9 (the 'Schedule 14D-9')
has also been filed with the SEC.
SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR
(INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE
SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.
The offer and takeover bid circular as well as other materials filed with the
Canadian securities regulatory authorities are available electronically without
charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are available
electronically without charge at the SEC's website, www.sec.gov. Materials filed
with the SEC or the Canadian securities regulatory authorities may also be
obtained without charge at Rio Tinto's website, www.riotinto.com.
While the Offer is being made to all holders of Alcan common shares, this
announcement does not constitute an offer or a solicitation in any jurisdiction
in which such offer or solicitation is unlawful. The Offer is not being made in,
nor will deposits be accepted in, any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, the Offeror may, in its sole discretion, take such action
as it may deem necessary to extend the Offer in any such jurisdiction.
The Offer is made to holders in France of Alcan common shares admitted to
trading on Euronext-Paris. An announcement including the main information
relating to the Offer documents has been prepared and released pursuant to
article 231-24 of the AMF General Regulation and contains information relating
to how and in which time limit Alcan shareholders residing in France can accept
this Offer. The offer document and the announcement prepared pursuant to article
231-24 of the AMF General Regulation are available free of charge to the holders
of Alcan Shares registered with Euroclear France who request it from Citi
France, Global Transaction Services, Operations departement, 19 le Parvis la
Defense 7, 92073 Paris La Defense. They are also available on the internet at
the following address: www.computershare.com/Rio-AlcanFrenchofferdocument
The Offer is made to holders in Belgium of Alcan common shares and/or
certificates admitted to trading on Euronext Brussels (the 'IDRs'). A Belgian
supplement, addressing issues specific to holders of Alcan common shares and/or
IDRs in Belgium (the 'Belgian Supplement') was approved by the Belgian Banking,
Finance and Insurance Commission on 2 August 2007. The offer document and the
Belgian Supplement are available free of charge to the investors in Belgium who
request it from the Belgian branch of Citibank International plc, Department GTS
Operations, 4th floor, boulevard General Jacques 263G, 1050 Brussels. They are
also available on the internet at the following address: www.computershare.com/
Rio-AlcanBelgianofferdocument.
Forward looking statements
This announcement may contain statements which constitute 'forward-looking
statements' about Rio Tinto and Alcan. Such statements include, but are not
limited to, statements with regard to the outcome of the Offer, and may be (but
are not necessarily) identified by the use of phrases such as 'will', 'intend',
'estimate', 'expect', 'anticipate', 'believe' and 'envisage'. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future and may be
outside the control of Rio Tinto or Alcan. Actual results and developments may
differ materially from those expressed or implied in such statements because of
a number of factors, including the outcome of the Offer, revenue benefits and
cost synergies being lower than expected, integration costs being higher than
expected, levels of demand and market prices, the ability to produce and
transport products profitably, the impact of foreign currency exchange rates on
market prices and operating costs, operational problems, political uncertainty
and economic conditions in relevant areas of the world, the actions of
competitors, activities by governmental authorities such as changes in taxation
or regulation and such other risk factors identified in Rio Tinto's most recent
Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC
or Alcan's most recent periodic and current reports on Form 10-K, Form 10-Q or
Form 8-K filed with the SEC (as the case may be). Forward-looking statements
should, therefore, be construed in light of such risk factors and undue reliance
should not be placed on forward-looking statements.
Other than in accordance with their legal and regulatory obligations (including,
in the case of Rio Tinto, under the UK Listing Rules and the Disclosure and
Transparency Rules of the Financial Services Authority), neither Rio Tinto nor
Alcan is under any obligation and each of Rio Tinto and Alcan expressly disclaim
any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
This information is provided by RNS
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