Rio Tinto: Loan Syndication for Financing of Alcan Acquisition Successfully Completed

Market Wire, August, 2007

Rio Tinto (LSE: RIO)(ASX: RIO)(NYSE: RTP) 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.

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.

 

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