Rio Tinto $15.2 Billion Rights Issues

July 10 2009 – Legal Announcements – Davis Polk & Wardwell LLP advised the underwriters of a $15.2 billion rights issue by Rio Tinto, an Anglo-Australian mining and metals group. The Rio Tinto rights issue comprised two separate, inter-conditional rights issues by Rio Tinto plc, a London Stock Exchange and New York Stock Exchange listed company, and Rio Tinto Limited, an Australian Stock Exchange listed company. The companies are joined together in a dual-listed company structure (DLC) as a single economic entity. Each rights issue was on a 21 for 40 basis.

The Rio Tinto rights issue was the first major rights issue by a DLC, the largest rights issue by a non-financial institution and the fifth-largest rights issue in history. The rights issues were made pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933 and included public offers in the United Kingdom, Australia and New Zealand, and institutional offerings in various jurisdictions, including the United States. The Rio Tinto plc and Rio Tinto Limited rights issues were fully underwritten by separate syndicates.

Credit Suisse, J.P. Morgan Cazenove and Macquarie were the joint global coordinators and global bookrunners for the rights issues and Credit Suisse and J.P. Morgan Cazenove acted as joint sponsors. The joint bookrunners to the Rio Tinto plc rights issue were Credit Suisse, J.P. Morgan Cazenove, Morgan Stanley and Deutsche Bank; Macquarie, RBS Hoare Govett and Société Générale acted as co-bookrunners. The joint bookrunners to the Rio Tinto Limited rights issue were Credit Suisse, J.P. Morgan Australia, Macquarie and RBS; Morgan Stanley, Deutsche Bank and Société Générale acted as co-bookrunners.

At the same time as announcing the rights issues, Rio Tinto announced that it had terminated a $19.5 billion strategic partnership with the Aluminum Corporation of China (Chinalco), and signed a non-binding agreement to establish a production joint venture with BHP Billiton with respect to both companies’ iron ore assets in Western Australia, which would include an equalizing payment by BHP Billiton to Rio Tinto of $5.8 billion.

Rio Tinto is one of the world’s leading diversified miners, specializing in the finding, mining and processing of metal and mineral resources across the globe. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore.

The Davis Polk corporate team included partner Nigel D. J. Wilson, associates Reuven B. Young and Won Juan Kim and foreign temporary associate Thomas Kulnigg (not yet admitted) of the London office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Rachel Sterling of the London office was the legal assistant on the transaction.

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