rio extends offer

Rio Tinto Limited
120 Collins Street
Melbourne 3000
Australia
Postal Address:
GPO Box 384D
Melbourne 3001
Australia
T +61 (0) 3 9283 3333
F +61 (0) 3 9283 3151
Registered in Australia Rio Tinto Limited 120 Collins Street Melbourne 3000 Australia ABN 96 004 458 404
Company Announcements Office
Australian Securities Exchange
SYDNEY NSW 2000
10 February 2011
Rio Tinto's bid for Riversdale extended by 14 days to 4 March 2011
Institutional Acceptance Facility established
Offer Extension
Rio Tinto Jersey Holdings 2010 Limited (RTJ) has extended the offer period for its
takeover bid for all of the shares in Riversdale Mining Limited (Riversdale) by a period of
14 days. The offer is now due to close at 7.00pm (Sydney, Australia time) on
4 March 2011 (unless further extended or withdrawn).
Attached, in relation to this extension, are copies of the following documents:
? a notice under section 650D of the Corporations Act 2001 (Cth) (Corporations
Act) of the variation of the offer for this extension;
? a notice under section 630(2) of the Corporations Act, which confirms that
24 February 2011 is the new date for giving notice as to the status of the
conditions of the offer; and
? a letter to Riversdale shareholders in relation to the extension of the offer period.
RTJ?s offer for Riversdale remains subject to a number of conditions (which are set out in
the Bidder?s Statement dated 10 January 2011)1, including a greater than 50% minimum
acceptance condition (MAC).
Institutional Acceptance Facility
RTJ has also today established an institutional acceptance facility (IAF), to be operated
by Computershare Investor Services.
The IAF allows eligible institutional Riversdale shareholders that do not wish to accept the
offer until it has become unconditional to indicate their intention to accept prior to the offer
becoming unconditional. To ensure RTJ is able to fulfil the MAC, put itself in a position to
declare its bid unconditional and therefore pay the cash consideration available under the
offer, we encourage you to accept the offer or provide your acceptance instructions
into the IAF as soon as possible.
1 On 21 January 2011, RTJ announced to ASX that the condition to its offer relating to FIRB approval had been
satisfied on that same day.
In accordance with section 647(3)(b) of the Corporations Act, attached is a copy of the
first supplementary bidder's statement in relation to the offer, which sets out further
information relating to the IAF.
The offer has been unanimously recommended by the Board of Riversdale in the
absence of a superior proposal. Riversdale shareholders should ensure they read the
Target?s Statement dated 24 January 2011, which outlines the reasons for the Riversdale
Directors? recommendation. RTJ also notes that on 6 December 2010, Riversdale
announced that it was in discussions with Rio Tinto about a possible corporate
transaction. It has now been in excess of two months since the market was made aware
of a possible change of control transaction regarding Riversdale and in that time no other
offer has emerged. In addition, Riversdale in its Target's Statement noted that as of the
date of the Target?s Statement ?no superior proposal had been received by the
Riversdale Board and they are not aware of any party having an intention to make such a
proposal?.
RTJ encourages Riversdale shareholders to accept its attractive $16 cash offer now.
Yours faithfully
Stephen Consedine
Company secretary
ME_90180514_1 (W2003)
Corporations Act 2001 (Cth)
Section 650D(1)
NOTICE OF VARIATION OF OFFER ? EXTENSION OF OFFER PERIOD
To: Riversdale Mining Limited (ABN 53 006 031 161) (Riversdale)
Australian Securities and Investments Commission (ASIC)
Each holder of shares in Riversdale to whom the Offer referred to below has been made
This is a notice given by Rio Tinto Jersey Holdings 2010 Limited (ARBN 148 135 844) (a
company incorporated in Jersey) (RTJ) in relation to the offers dated 11 January 2011 made
under its off-market takeover bid for all of the ordinary shares in Riversdale (Offer) and
contained in its bidder's statement dated 10 January 2011 (as supplemented by its supplementary
bidder's statement dated 10 February 2011).
In accordance with section 650D(1) of the Corporations Act 2001 (Cth) (Act), RTJ gives notice
that the Offer is varied by extending the period during which the Offer remains open for
acceptance until 7.00pm (Sydney, Australia time) on 4 March 2011.
A copy of this notice was lodged with ASIC on 10 February 2011. Neither ASIC nor any of its
officers takes any responsibility for the contents of this Notice.
This notice has been approved by a resolution of the Directors of RTJ.
Dated 10 February 2011
Signed for and on behalf of Rio Tinto Jersey Holdings 2010 Limited
Stephen Consedine
Company Secretary
Rio Tinto Services Limited (local agent of RTJ)
ME_90197712_1 (W2003)
Corporations Act 2001 (Cth)
Section 630(2)
NOTICE CONFIRMING THE NEW DATE FOR THE GIVING OF NOTICE OF THE
STATUS OF THE OFFER CONDITIONS
To: Riversdale Mining Limited (ABN 53 006 031 161) (Riversdale)
ASX Limited (ABN 98 008 624 691)
Rio Tinto Jersey Holdings 2010 Limited (ARBN 148 135 844) (RTJ) gives notice under
subsection 630(2)(b) of the Corporations Act 2001 (Cth) that:
(i) the new date for giving notice as to the status of the conditions of the offers dated
11 January 2011 made under its off-market takeover bid for all of the ordinary shares in
Riversdale (Offer) and contained in its bidder's statement dated 10 January 2011 (as
supplemented by its supplementary bidder's statement dated 10 February 2011) (Bidder's
Statement) is 24 February 2011; and
(ii) as at the date of this notice, the Offer has not been freed from any of its conditions and, so
far as RTJ knows, none of the conditions have been fulfilled, except for the conditions set
out in the following clauses of Part 2 of the Bidder's Statement, which have been fulfilled:
(A) clause 7.1(b) ('FIRB approval'); and
(B) clause 7.1(h) ('No Prescribed Occurrences between Announcement Date and
service of Bidder's Statement').
Dated 10 February 2011
Signed for and on behalf of Rio Tinto Jersey Holdings 2010 Limited
Stephen Consedine
Company Secretary
Rio Tinto Services Limited (local agent of RTJ)
10 February 2011
Dear Riversdale Shareholder
You should now have received your copy of the Bidder's Statement (and Acceptance Form) regarding the offer by Rio
Tinto Jersey Holdings 2010 Limited (RTJ) to acquire all of your Riversdale shares for $16 cash per share (Offer). This
letter is to update you on the progress of the Offer.
Riversdale Directors have unanimously recommended that you accept the Offer, in the absence of a superior
proposal
In Riversdale's Target's Statement dated 24 January 2011, the Directors of Riversdale unanimously recommended that
you accept the Offer, in the absence of a superior proposal. The Target's Statement also outlines the reasons to accept
the Offer.
Offer extended to 4 March 2011
The Offer has been extended such that it is now scheduled to close at 7.00pm (Sydney, Australia time) on 4 March
2011 (unless further extended or withdrawn). The formal notice of extension is enclosed.
Institutional Acceptance Facility
RTJ has also today established an institutional acceptance facility open to professional investors (as defined in section 9
of the Corporations Act 2001 (Cth)) that hold at least 31,250 Riversdale shares in order to facilitate receipt of
acceptances of the Offer (Facility). For further information regarding the Facility, refer to RTJ's first supplementary
bidder's statement, which was announced to ASX on 10 February 2011.
Accepting the Offer
We encourage you to accept the Offer as soon as possible, by completing the Acceptance Form that was enclosed
with the Bidder's Statement sent to you in January 2011 and sending it to the address shown on the Acceptance Form. If
you hold your Riversdale shares in a CHESS holding, you may also accept by instructing your Controlling Participant
(usually your broker) to do so on your behalf.
If you have misplaced your Acceptance Form or the Bidder's Statement, or have any other questions relating to the Offer,
please call the offer information line on 1800 102 639 (callers within Australia) or +61 3 9415 4878 (callers outside
Australia).
If you have already accepted the Offer in respect of your Riversdale shares, you are not required to take any further
action.
Yours faithfully
Stephen J Consedine
Company Secretary
Rio Tinto Services Limited
(Local Agent for Rio Tinto Jersey Holdings 2010 Limited)