30th Aug 2007 07:01
Rio Tinto PLC30 August 2007 Loan syndication for financing of Alcan acquisition successfully completed Rio Tinto has successfully completed the sub-underwriting phase of thesyndication of its US$40 billion term loan and revolving credit facilities (the"Facilities"). This is the largest ever loan facility raised by a UK corporateand the fourth largest worldwide. The Facilities will be used to finance the acquisition of all the outstandingcommon shares of Alcan Inc ("Alcan") for a total consideration of US$101 percommon share representing a total equity consideration of approximately US$38.1billion and an enterprise value of approximately US$44.0 billion. The syndication received very strong support despite recent volatility in theglobal credit markets and was more than one third oversubscribed. The Facilitieswere initially underwritten by The Royal Bank of Scotland, Deutsche Bank, CreditSuisse and Societe Generale. Guy Elliott, Rio Tinto's chief financial officer, commented: "This extremelypositive response underlines the strength of Rio Tinto's existing asset base,the attractiveness of the Alcan transaction and the solid credit profile of theenlarged Rio Tinto Group. This bodes well for our future refinancing plans inthe debt capital markets." The acquisition of Alcan will create a new global leader in the aluminiumindustry with large, long life, low cost assets. The acquisition will be valueenhancing to Rio Tinto shareholders, and is expected to be earnings and cashflow 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 yearsFacility C US$5bn Revolving Credit Facility 5 yearsFacility 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, whichis listed on the Australian Securities Exchange. Rio Tinto's business is finding, mining, and processing mineral resources. Majorproducts 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 NorthAmerica with significant businesses in South America, Asia, Europe and southernAfrica. For further information, please contact: LONDON AUSTRALIA Media Relations Media Relations Christina Mills Ian HeadOffice: +44 (0) 20 8080 1306 Office: +61 (0) 3 9283 3620Mobile: +44 (0) 7825 275 605 Mobile: +61 (0) 408 360 101 Nick Cobban Amanda BuckleyOffice: +44 (0) 20 8080 1305 Office: +61 (0) 3 9283 3627Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 419 801 349 Investor Relations Investor Relations Nigel Jones Dave SkinnerOffice: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628Mobile: +44 (0) 7917 227 365 Mobile: +61 (0) 408 335 309 David Ovington Susie CreswellOffice: +44 (0) 20 7753 2326 Office: +61 (0) 3 9283 3639Mobile: +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 Alcanfor 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 indirectwholly-owned subsidiary of Rio Tinto. The Offer represents a total considerationfor Alcan common shares of approximately US$38.1 billion. The Offer is open for acceptance until 6.00 p.m., Canadian Eastern Time, onSeptember 24, 2007, unless extended. The Offer is subject to a number ofconditions including valid acceptances by holders of not less than 66-2/3 percent of Alcan shares on a fully diluted basis and the receipt of variousgovernmental and regulatory approvals, certain of which the Offeror does notexpect to receive prior to 24 September 2007. Accordingly, the Offeror currentlyintends to extend the Offer beyond 24 September 2007. The board of Rio Tinto hasapproved the transaction. The Offer is expected to close in the fourth quarterof 2007. This announcement is for information purposes only and does not constitute orform part of any offer or invitation to purchase, otherwise acquire, subscribefor, sell, otherwise dispose of or issue, or any solicitation of any offer tosell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for,any security. The Offer (as the same may be varied or extended in accordancewith applicable law) is being made exclusively by means of, and subject to theterms and conditions set out in, the offer and takeover bid circular deliveredto Alcan and filed with Canadian provincial securities regulators and the UnitedStates Securities and Exchange Commission (the "SEC") and mailed to Alcanshareholders. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In connection with the Offer, an offer and takeover bid circular as well asancillary documents such as a letter of transmittal and a notice of guaranteeddelivery have been filed with the Canadian securities regulatory authorities andthe SEC and an Alcan directors' circular with respect to the Offer has also beenfiled. A Tender Offer statement on Schedule TO (the "Schedule TO") and aSolicitation/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), THESCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OFTRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEYCONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. The offer and takeover bid circular as well as other materials filed with theCanadian securities regulatory authorities are available electronically withoutcharge at www.sedar.com. The Schedule TO and the Schedule 14D-9 are availableelectronically without charge at the SEC's website, www.sec.gov. Materials filedwith the SEC or the Canadian securities regulatory authorities may also beobtained without charge at Rio Tinto's website, www.riotinto.com. While the Offer is being made to all holders of Alcan common shares, thisannouncement does not constitute an offer or a solicitation in any jurisdictionin 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 oracceptance thereof would not be in compliance with the laws of suchjurisdiction. However, the Offeror may, in its sole discretion, take such actionas 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 totrading on Euronext-Paris. An announcement including the main informationrelating to the Offer documents has been prepared and released pursuant toarticle 231-24 of the AMF General Regulation and contains information relatingto how and in which time limit Alcan shareholders residing in France can acceptthis Offer. The offer document and the announcement prepared pursuant to article231-24 of the AMF General Regulation are available free of charge to the holdersof Alcan Shares registered with Euroclear France who request it from CitiFrance, Global Transaction Services, Operations departement, 19 le Parvis laDefense 7, 92073 Paris La Defense. They are also available on the internet atthe following address: www.computershare.com/Rio-AlcanFrenchofferdocument The Offer is made to holders in Belgium of Alcan common shares and/orcertificates admitted to trading on Euronext Brussels (the "IDRs"). A Belgiansupplement, addressing issues specific to holders of Alcan common shares and/orIDRs in Belgium (the "Belgian Supplement") was approved by the Belgian Banking,Finance and Insurance Commission on 2 August 2007. The offer document and theBelgian Supplement are available free of charge to the investors in Belgium whorequest it from the Belgian branch of Citibank International plc, Department GTSOperations, 4th floor, boulevard General Jacques 263G, 1050 Brussels. They arealso available on the internet at the following address: www.computershare.com/Rio-AlcanBelgianofferdocument. Forward looking statements This announcement may contain statements which constitute 'forward-lookingstatements' about Rio Tinto and Alcan. Such statements include, but are notlimited to, statements with regard to the outcome of the Offer, and may be (butare 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 toevents and depend on circumstances that will occur in the future and may beoutside the control of Rio Tinto or Alcan. Actual results and developments maydiffer materially from those expressed or implied in such statements because ofa number of factors, including the outcome of the Offer, revenue benefits andcost synergies being lower than expected, integration costs being higher thanexpected, levels of demand and market prices, the ability to produce andtransport products profitably, the impact of foreign currency exchange rates onmarket prices and operating costs, operational problems, political uncertaintyand economic conditions in relevant areas of the world, the actions ofcompetitors, activities by governmental authorities such as changes in taxationor regulation and such other risk factors identified in Rio Tinto's most recentAnnual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SECor Alcan's most recent periodic and current reports on Form 10-K, Form 10-Q orForm 8-K filed with the SEC (as the case may be). Forward-looking statementsshould, therefore, be construed in light of such risk factors and undue relianceshould 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 andTransparency Rules of the Financial Services Authority), neither Rio Tinto norAlcan is under any obligation and each of Rio Tinto and Alcan expressly disclaimany 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 The company news service from the London Stock ExchangeRelated Shares:
Rio Tinto