RIO TINTO FINANCE
(USA) LIMITED (ABN 84 062 129 551) (Exact Name of Registrant as Specified in its Charter) Australia (State on Other Jurisdiction of Incorporation of Organization) Not Applicable (I.R.S. Employer Identification No.) Level 33 120 Collins Street Melbourne, Victoria 3000 Australia Tel. No.: 011-61-3-9283-3333 (Address and Telephone Number of Registrants Principal Executive Offices) |
RIO TINTO PLC (Exact Name of Registrant as Specified in its Charter) England and Wales (State on Other Jurisdiction of Incorporation of Organization) Not Applicable (I.R.S. Employer Identification No.) 5 Aldermanbury Square London EC2V 7HR United Kingdom Tel. No.: 011-44-20-7781-2000 (Address and Telephone Number of Registrants Principal Executive Offices) |
RIO TINTO LIMITED (ABN 96 004 458 404) (Exact Name of Registrant as Specified in its Charter) Australia (State on Other Jurisdiction of Incorporation of Organization) Not Applicable (I.R.S. Employer Identification No.) Level 33 120 Collins Street Melbourne, Victoria 3000 Australia Tel. No.: 011-61-3-9283-3333 (Address and Telephone Number of Registrants Principal Executive Offices) |
Stephen A. Thierbach Linklaters LLP One Silk Street London EC2Y 8HQ England Tel. No.: 011-44-20-7456-2000 |
Nigel D. J. Wilson Davis Polk & Wardwell 99 Gresham Street London EC2V 7NG England Tel. No.: 011-44-20-7418-1300 |
Title of Each Class of |
Amount to be Registered/Proposed Maximum Aggregate |
Amount of |
||||||||
Securities to be Registered | Offering Price per Unit/Proposed Maximum Aggregate Offering Price | Registration Fee | ||||||||
Debt Securities
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(1 | ) | $ | (1 | ) | |||||
Guarantees of Debt Securities
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(2 | ) | $ | (2 | ) | |||||
(1) | An indeterminate aggregate initial offering price or number of Debt Securities is being registered as may from time to time be offered at indeterminate prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. | |
(2) | Pursuant to Rule 457(n), no separate fee for the Guarantees is payable. |
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EXHIBIT 1 | ||||||||
EXHIBIT 4.1 | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 5.2 | ||||||||
EXHIBIT 5.3 | ||||||||
EXHIBIT 8.2 | ||||||||
EXHIBIT 8.3 | ||||||||
EXHIBIT 12 | ||||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 23.2 | ||||||||
EXHIBIT 25 |
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| incorporated documents are considered part of this prospectus; | |
| we can disclose important information to you by referring to those documents; and | |
| information that we and Rio Tinto file with the SEC in the future and incorporate by reference herein will automatically update and supersede information in this prospectus and information previously incorporated by reference herein. |
(i) | Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended December 31, 2007 filed with the SEC on March 31, 2008; | |
(ii) | Item 8 of the Annual Report on Form 10-K of Alcan for the year ended December 31, 2006 filed with the SEC on March 1, 2007; and | |
(iii) | any future report on Form 20-F that either of Rio Tinto plc or Rio Tinto Limited files with the SEC under the Exchange Act until we sell the guaranteed debt securities that may be offered through this prospectus. |
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Rio Tinto Limited
Level 33 120 Collins Street Melbourne, Victoria 3000 Australia 011-61-3-9283-3333 |
Rio Tinto plc 5 Aldermanbury Square London EC2V 7HR United Kingdom 011-44-20-7781-2000 |
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| Aluminium: Alcan was acquired by Rio Tinto on October 23, 2007. The expanded aluminium product group, combining Alcans assets with Rio Tintos aluminium assets, was renamed Rio Tinto Alcan (RTA). RTA comprises closely integrated, high quality bauxite, alumina and aluminium businesses with a broad global reach. RTA owns a 100% interest in the bauxite mine at Weipa, Australia, which was joined by Alcans four operating bauxite mines in Australia, Brazil, Ghana and Guinea. It owns the Gove and Yarwun alumina refineries and an 80% interest in Queensland Alumina (QAL) in northeastern Australia, as well as refineries in Quebec and France and a 10% interest in the São Luis (Alumar) refinery in Brazil. As of December 31, 2007, RTA had 25 aluminium smelters in 11 countries, of which the largest concentration were located in Canada. | |
| Copper: The Copper group comprises Kennecott Utah Copper in the United States and interests in the producing copper mines of Escondida in Chile, Grasberg in Indonesia, Northparkes in Australia and Palabora in South Africa. The Copper group also has management responsibility for Kennecott Minerals Company in the United States and includes interests in undeveloped copper orebodies at La Granja in Peru, Oyu Tolgoi in Mongolia and Resolution in the United States. In 2007, the Copper group supplemented its focus on copper and molybdenum with nickel projects in Indonesia and the United States. | |
| Iron Ore: The Rio Tinto Iron Ore group (RTIO) wholly owns Hamersley Iron, which operates nine mines in Western Australia, including three mines in joint ventures, approximately 700 kilometers of dedicated railway and port and infrastructure facilities located at Dampier. RTIO also includes a 53% interest in Robe River Iron Associates two open pit mines in Western Australia; a 59% interest in the Iron Ore Company of Canada, a 100% interest in Mineração Corumbaense Reunida in Brazil and a 60% interest in the HIsmelt® plant in Australia. In addition, RTIO has interests in a major development project in Guinea at Simandou and a project in Orissa, India. | |
| Diamonds and Industrial Minerals: The diamonds part of the group comprises Rio Tintos 60% interest in the Diavik Diamonds mine located in the Northwest Territories of Canada, the wholly owned Argyle mine in Western Australia, Rio Tintos 78% interest in the Murowa mine in Zimbabwe and diamond sales and representative offices in Antwerp, Belgium and Mumbai, India. The Industrial Minerals part of the group is made up of Rio Tinto Minerals (RTM), a global leader in borates, talc and salt supply and science, and Rio Tinto Iron & Titanium (RTIT), a major producer of titanium dioxide feedstock. | |
| Energy: The Energy group comprises thermal coal, coking coal and uranium operations. Coal interests located in Australia and the United States supply internationally traded and United States and |
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Australian domestic markets. Rio Tinto Uranium supplies uranium oxide produced at its majority owned mines in Australia and Namibia to electric power utilities worldwide. |
| Exploration: Rio Tintos exploration activities involve the identification, prioritization and testing of geological targets. Rio Tinto Exploration (RTX) is organized into regional multi-commodity teams. At the end of 2007, RTX was actively exploring in 30 countries and assessing opportunities in a further 20 countries for a broad range of commodities including bauxite, copper, coking coal, iron ore, industrial minerals, diamonds, nickel and uranium. | |
| Technology and Innovation: The Rio Tinto Technology and Innovation group (T&I) develops leading practices and drives sustainable improvement in the areas of health, safety and environment (HSE), mining, processing, assets management, strategic production planning and project development and evaluation. | |
| Business Resources: Business Resources comprises business services and communications and external relations. |
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Year Ended December 31, | ||||||||||||||||
2007 | 2006 | 2005 | 2004 | |||||||||||||
Ratio of earnings to fixed charges
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14.40 | 39.88 | 30.82 | 19.86 |
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Year Ended December 31, 2007 | ||||||||||||||||||||
Alcan |
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January 1- |
Pro Forma |
Pro Forma |
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Rio Tinto | October 23, 2007)(2) | Adjustments | Note | Combined | ||||||||||||||||
(U.S.$ millions) | ||||||||||||||||||||
Consolidated sales revenue
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29,700 | 15,890 | | 45,590 | ||||||||||||||||
Net operating costs (excluding line items shown separately)
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(20,750 | ) | (13,844 | ) | 88 | 1(a | ) | (34,506 | ) | |||||||||||
Impairment (charges)/reversals
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(58 | ) | | | (58 | ) | ||||||||||||||
Exploration and evaluation costs
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(321 | ) | | | (321 | ) | ||||||||||||||
Operating profit
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8,571 | 2,046 | 88 | 10,705 | ||||||||||||||||
Share of profit/(loss) after tax of equity accounted units
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1,584 | 49 | (34 | ) | 1(b | ) | 1,599 | |||||||||||||
Profit before finance items and taxation
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10,155 | 2,095 | 54 | 12,304 | ||||||||||||||||
Net exchange gains/(losses) on external debt and intra-group
balances
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194 | (32 | ) | | 162 | |||||||||||||||
Net gains on currency and interest rate derivatives not
qualifying for hedge accounting
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57 | 10 | | 67 | ||||||||||||||||
Interest receivable and similar income
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134 | 36 | | 170 | ||||||||||||||||
Interest payable and similar charges
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(538 | ) | (129 | ) | (1,688 | ) | 1(c | ) | (2,355 | ) | ||||||||||
Amortization of discount
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(166 | ) | (57 | ) | | (223 | ) | |||||||||||||
Profit/(loss) before taxation
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9,836 | 1,923 | (1,634 | ) | 10,125 | |||||||||||||||
Taxation
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(2,090 | ) | (349 | ) | 335 | 1(d | ) | (2,104 | ) | |||||||||||
Minority interest
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(434 | ) | (3 | ) | | (437 | ) | |||||||||||||
Profit/(loss) attributable to Rio Tinto shareholders
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7,312 | 1,571 | (1,299 | ) | 7,584 | |||||||||||||||
Basic earnings per ordinary share
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568.7 | c | 589.8 | c | ||||||||||||||||
Weighted average shares in issue (millions)
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1,285.8 | 1,285.8 | ||||||||||||||||||
Diluted earnings per ordinary share
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566.3 | c | 587.3 | c | ||||||||||||||||
Diluted weighted average shares in issue (millions)
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1,291.3 | 1,291.3 |
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1 | Pro forma adjustments to the income statement |
(i) | Additional depreciation and amortization charges on the fair value uplift to property, plant and equipment, and intangible assets as a result of the allocation of the purchase price of Alcan, assumed to be recorded as at January 1, 2007, which amounts to U.S.$502 million pre-tax relating to depreciation and amortization in subsidiaries; and | |
(ii) | The non-recurring impact of U.S.$590 million on pre-tax profit primarily relating to revaluing inventories on acquisition based on selling price, and directly attributable acquisition and integration costs, such as advisory and legal fees, and share-based compensation, incurred by both Rio Tinto and Alcan for the pre and post acquisition periods; |
(i) | Additional interest payable on the acquisition debt, based on the one-month LIBOR rate as at the acquisition date of October 23, 2007, of 4.8725%; and | |
(ii) | Additional interest payable on the portion of the U.S.$40 billion credit facility that is being refinanced under this Offering. |
2 | Planned divestitures |
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| First, it can enforce the rights of holders of the debt securities against us or Rio Tinto if we or Rio Tinto default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee acts on behalf of holders of the debt securities, described under Default and Related Matters Events of Default Remedies If an Event of Default Occurs below; and | |
| Second, the trustee performs administrative duties for us, such as sending interest payments to holders, transferring debt securities to new buyers and sending notices to holders. |
| the title of the series of debt securities; | |
| any limit on the aggregate principal amount of the series of debt securities; | |
| any stock exchange on which we will list the series of debt securities; | |
| the date or dates on which we will pay the principal of the series of debt securities; |
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| the rate or rates, which may be fixed or variable, per annum at which the series of debt securities will bear interest, if any, and the date or dates from which that interest, if any, will accrue; | |
| the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest payment dates; | |
| any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder; | |
| the date, if any, after which and the price or prices at which the series of debt securities may, in accordance with any optional or mandatory redemption provisions that are not described in this prospectus, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any; | |
| the denominations in which the series of debt securities will be issuable; | |
| the currency of payment of principal, premium, if any, and interest on the series of debt securities if other than the currency of the United States of America and the manner of determining the equivalent amount in the currency of the United States of America; | |
| any index used to determine the amount of payment of principal of, premium, if any, and interest on the series of debt securities; | |
| the applicability of the provisions described later under Restrictive Covenants Defeasance and Discharge; | |
| if the series of debt securities will be issuable in whole or part in the form of a global security as described under Legal Ownership Global Securities, and the depositary or its nominee with respect to the series of debt securities, and any special circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depositary or its nominee; and | |
| any other special features of the series of debt securities. |
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| how it handles payments in respect of the debt securities and notices; | |
| whether it imposes fees or charges; | |
| how it would handle voting if it were ever required; | |
| whether and how holders can instruct it to send their debt securities, registered in their own names so they can be direct holders as described below; and | |
| how it would pursue rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests. |
| They cannot get debt securities registered in their own names. | |
| They cannot receive physical certificates for their interests in the debt securities. | |
| They will be street name holders and must look to their own banks or brokers for payments on the debt securities and protection of their legal rights relating to the debt securities, as explained earlier under Legal Ownership Street Name and Other Indirect Holders. | |
| They may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their debt securities in the form of physical certificates. | |
| The depositarys policies will govern payments, transfers, exchange and other matters relating to holders interests in the global security. We and the trustee have no responsibility for any aspect of the |
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depositarys actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way. |
| The depositary will require that interests in a global security be purchased or sold within its system using same-day funds. |
| When the depositary notifies us or Rio Tinto that it is unwilling, unable or no longer qualified to continue as depositary. | |
| When an event of default on the debt securities has occurred and has not been cured. Defaults are discussed below under Default and Related Matters Events of Default. |
| Additional mechanics relevant to the debt securities under normal circumstances, such as how to transfer ownership and where we make payments. | |
| Holders rights under several special situations, such as if we merge with another company, if we want to change a term of the debt securities or if we want to redeem the debt securities for tax reasons. | |
| Holders rights to receive payment of additional amounts due to changes in the withholding requirements of various jurisdictions. | |
| Covenants contained in the indenture that restrict our and Rio Tintos ability to incur liens. A particular series of debt securities may have additional covenants. | |
| Holders rights if we or Rio Tinto default in respect of our or Rio Tintos obligations under the debt securities or experience other financial difficulties. | |
| Our relationship with the trustee. |
| only in fully registered form; | |
| without interest coupons; and | |
| unless indicated in the applicable prospectus supplement, in denominations that are even multiples of U.S.$1,000. |
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| Where Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited merges out of existence or sells or leases substantially all its assets, the successor entity must be duly organized and validly existing under the laws of the applicable jurisdiction. | |
| If such successor entity is organized under the laws of a jurisdiction other than Australia, the United Kingdom, or the United States, any state thereof, or the District of Columbia, it must indemnify holders against any governmental charge or other cost resulting from the transaction. | |
| Neither we, Rio Tinto plc nor Rio Tinto Limited may be in default on the debt securities or guarantees immediately prior to such action and such action must not cause a default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under Default and Related Matters Events of Default What is An Event of Default? A default for this purpose would also include any event that would be an event of default if the requirements for notice of default or existence of defaults for a specified period of time were disregarded. | |
| If we, Rio Tinto plc or Rio Tinto Limited merges out of existence or sells or leases substantially all of our or their assets, the successor entity must execute a supplement to the indenture, known as a supplemental indenture. In the supplemental indenture, the entity must promise to be bound by every obligation in the indenture applicable to Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, as the case may be. | |
| We, Rio Tinto plc or Rio Tinto Limited, as the case may be, must deliver a certificate and an opinion of counsel to the trustee, each stating that the consolidation, merger, conveyance, transfer or lease, and, if applicable, the supplemental indenture pursuant to which the successor entity assumes our obligations or the obligations of Rio Tinto plc or Rio Tinto Limited, are in compliance with the indenture. | |
| Neither our nor Rio Tintos assets or properties may become subject to any impermissible lien unless the debt securities issued under the indenture are secured equally and ratably with the indebtedness secured by the impermissible lien. Impermissible liens are described in further detail below under Restrictive Covenants Restrictions on Liens. |
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| Changes to the stated maturity of the principal or the interest payment dates on a debt security; | |
| any reduction in amounts due on a debt security; | |
| changes to any of our or Rio Tintos obligations to pay additional amounts described later under Special Situations Payment of Additional Amounts; | |
| any reduction in the amount of principal payable upon acceleration of the maturity of a debt security following a default; | |
| changes in the place or currency of payment on a debt security; | |
| any impairment of holders right to sue for payment; | |
| any reduction in the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; | |
| any reduction in the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indenture or to waive various defaults; and | |
| any modification, in any manner adverse to the holders of the debt securities, to the obligations of Rio Tinto plc or Rio Tinto Limited in respect of the payment of principal, premium, if any, and interest, if any. (Section 901) |
| For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default. | |
| For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that security described in the prospectus supplement. | |
| For debt securities denominated in one or more foreign currencies or currency units, we will use the United States dollar equivalent. | |
| Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under Restrictive Covenants Defeasance and Discharge. (Section 101) |
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| We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities that are entitled to vote or take other action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding debt securities of that series on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the trustee may specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 104) |
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| If the holder is a United States person and the United States government or any political subdivision of the United States government is the entity that is imposing the tax or governmental charge. For this purpose, a United States person is any person who, for United States federal income tax purposes, is a citizen or resident, a domestic corporation, an estate whose income is subject to taxation regardless of its source, or a trust if a United States court can exercise supervision over the trusts administration and one or more United States persons are authorized to control all substantial decisions of the trust. | |
| The payment of additional amounts is for a tax or charge imposed only because the holder, or a fiduciary, settlor, beneficiary or member or shareholder of, or possessor of a power over, the holder, if the holder is an estate, trust, partnership or corporation, was or is connected to the Relevant Taxing Jurisdiction. These connections include where the holder or related party: |
| is or has been a citizen or resident of the jurisdiction; | |
| is or has been engaged in trade or business in the jurisdiction; or | |
| has or had a permanent establishment in the jurisdiction. |
| The payment of additional amounts is for a tax or charge imposed due to the presentation of a debt security, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for. | |
| The payment of additional amounts is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge. | |
| The payment of additional amounts is for a tax or governmental charge that is payable in a manner that does not involve withholdings. | |
| The payment of additional amounts is for a tax imposed or withheld because the holder or beneficial owner failed to comply with any of our or Rio Tintos requests for the following that the statutes, treaties, regulations or administrative practices of the Relevant Taxing Jurisdiction require as a precondition to exemption from all or part of such withholding: |
| to provide information about the nationality, residence or identity of the holder or beneficial owner; or | |
| to make a declaration or satisfy any information requirements. |
| In the case of a payment made by Rio Tinto plc under its guarantees, the payment of additional amounts results from the security being presented for payment, where presentation is required, in the United Kingdom unless presentation could not have been made elsewhere. | |
| The payment of additional amounts is for any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any law implementing European Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive. |
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| The payment of additional amounts is for any withholding or deduction required to be made with respect to a debt security presented for payment, where presentation is required, by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a member state of the European Union. | |
| The holder of a debt security is our associate (as that term is defined in the Australian tax legislation (the Australian Tax Act)) and, as a result, the Australian Tax Act requires withholding tax to be paid on the interest or amounts in the nature of interest payable on the debt security. | |
| A determination is made under the Australian Tax Act that withholding tax is payable because the holder has participated in a scheme to avoid withholding tax provided that neither we nor Rio Tinto participated in the scheme. | |
| The holder is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment of the principal of, or any interest on, any security, and the laws of the Relevant Taxing Jurisdiction require the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of such security. |
| any lien existing on or before the date of the issuance of the applicable series of debt securities; | |
| any lien arising by operation of law and not as a result of any act or omission on our or Rio Tintos part; | |
| liens arising from any judgment against us or Rio Tinto that does not give rise to an event of default; |
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| any lien created on property (or the title documents for that property) acquired after the date of the issuance of the applicable series of debt securities for the sole purpose of financing or refinancing or securing the cost of that property so long as the principal moneys secured by the property do not exceed the cost of that acquisition; | |
| any lien over property (or the title documents for that property) that was in existence at the time we or Rio Tinto acquired the property; | |
| any lien over assets and/or, where such assets comprise substantially the whole of the assets of their owner, shares or stock in the owner of those assets that secures project finance borrowing to finance the costs of developing, or acquiring and developing, those assets; | |
| any lien over property, including improvements, which was developed, constructed or improved by us or Rio Tinto, acquired after the date of the issuance of the applicable series of debt securities, |
| to secure the payment of all or any part of the cost of development or construction of or improvement on the property, or | |
| to secure indebtedness incurred by us or Rio Tinto for the purpose of financing all or any part of the cost of development or construction or of improvements on the property, |
| any lien arising solely by operation of law over any credit balance or cash held in an account with a financial institution; | |
| any lien arising in transactions entered into or established for our or Rio Tintos benefit in connection with any of the following: |
| the operation of cash management programs; | |
| other payment netting arrangements; | |
| derivatives transactions (including swaps, caps, collars, options, futures transactions, forward rate agreements and foreign exchange transactions and any other similar transaction (including any option with respect to any of the foregoing) and any combination of any of the foregoing); | |
| other normal banking transactions; or | |
| in the ordinary course of letter of credit transactions; |
| any lien securing our or Rio Tintos indebtedness for borrowed money incurred in connection with the financing of our or Rio Tintos accounts receivable; | |
| any lien arising in the ordinary course of dealings in base and precious metals, other minerals, petroleum or any other materials; | |
| any lien incurred or deposits made in the ordinary course of business, including, but not limited to; |
| any mechanics, materialmens, carriers, workmens, vendors or similar lien; | |
| any lien securing amounts in connection with workers compensation unemployment insurance and other types of social security; and | |
| any easements, right-of-way, restrictions and other similar charges; |
| any lien securing all or part of our or Rio Tintos interest in any mine or mineral deposit and/or facilities and/or any agreement or instrument relating to a mine or mineral deposit that is in favor of any operator or participant in that mine, mineral deposit or facility if |
| the lien serves as security for any sum which may become due to |
| an operator in its capacity as operator; or |
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| to a participant by virtue of any agreement or instrument relating to such mine or mineral deposit and/or facilities; and |
| the lien is limited to the relevant mine or mineral deposit and/or facilities; |
| any lien upon specific items of our or Rio Tintos inventory or other goods, and proceeds inventory or other goods, securing our or Rio Tintos obligations relating to bankers acceptances, issued or created for our or Rio Tintos account to facilitate the purchase, shipment or storage of the inventory or other goods; |
| any lien incurred or deposits made securing our or Rio Tintos performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the ordinary course of our or Rio Tintos business; | |
| any lien on any of our or Rio Tintos property in favor of the Federal Government of the United States or the government of any state thereof, or the government of Australia or the government of any state or territory thereof, the United Kingdom, or the government of any member nation of the European Union, or any instrumentality of any of them, securing our or Rio Tintos obligations under any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes; | |
| any liens securing taxes or assessments or other applicable governmental charges or levies; | |
| any liens securing industrial revenue, development or similar bonds issued by us or Rio Tinto, or for our or Rio Tintos benefit, provided that the industrial revenue, development or similar bonds are non-recourse to us or Rio Tinto; | |
| the sale or other transfer of |
| any minerals in place, or for the future production of minerals, for a specified period of time or in any amount such that, the purchaser will realize from such sale or transfer a specified amount of money or minerals; or | |
| any other interest in property that is commonly referred to as a production payment; |
| any liens in favor of any company in the Rio Tinto Group; | |
| any liens securing indebtedness for which we or Rio Tinto have paid money or deposited securities in an arrangement to discharge in full any liability relating to that indebtedness; and | |
| any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any lien referred to above, so long as |
| the amount does not exceed the principal amount of the borrowed money secured by the lien which is to be extended, renewed or replaced; and | |
| the extension, renewal or replacement lien is limited to all or a part of the same property, including improvements, that secured the lien to be extended, renewed or replaced. (Section 1007) |
| any acquisition of any property or assets by us or Rio Tinto that is subject to any reservation that creates or reserves for the seller an interest in any metals or minerals in place or the proceeds from their sale; | |
| any conveyance or assignment in which we or Rio Tinto convey or assign an interest in any metals or minerals in place or the proceeds from their sale; or | |
| any lien upon any of our or Rio Tintos wholly or partially owned or leased property or assets, to secure the payment of our or Rio Tintos proportionate part of the development or operating expenses in realizing the metal or mineral resources of such property. |
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| We, Rio Tinto plc or Rio Tinto Limited must deposit in trust for the benefit of all other direct holders of the debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. | |
| We, Rio Tinto plc or Rio Tinto Limited must deliver to the trustee a legal opinion of counsel of recognized standing with respect to such matters confirming that either (A) there has been a change in United States federal income tax law or (B) we have received from, or there has been published by, the United States Internal Revenue Service a ruling in each case to the effect that we may make the above deposit without causing holders to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. |
| to register the transfer and exchange of debt securities; | |
| to replace mutilated, destroyed, lost or stolen debt securities; |
30
| to maintain paying agencies; and | |
| to hold money for payment in trust. |
| Neither we, Rio Tinto plc nor Rio Tinto Limited pay the principal or any premium on a debt security and, in the case of technical or administrative difficulties, only if such failure to pay persists for more than three business days. As used here, a business day is a week day on which financial institutions in New York and the applicable place of payment are open for business. | |
| Neither we, Rio Tinto plc nor Rio Tinto Limited pay interest or any additional amounts on a debt security within 30 days of its due date. | |
| Neither we, Rio Tinto plc nor Rio Tinto Limited make a deposit of any applicable sinking fund payment within 30 days of its due date, or any applicable longer period of grace. | |
| We, Rio Tinto plc or Rio Tinto Limited remain in breach of a covenant or any other term of the indenture or series of debt securities for 90 days after we, Rio Tinto plc or Rio Tinto Limited, as the case may be, receive a notice of default stating we, Rio Tinto plc or Rio Tinto Limited are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series. | |
| We, Rio Tinto plc or Rio Tinto Limited file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur, unless, in the case of Rio Tinto plc or Rio Tinto Limited, the reorganization is a voluntary winding up carried out in accordance with English or Australian statutory requirements as applicable and which results in a legal entity that is liable under the guarantees, and which owns the assets of Rio Tinto plc or Rio Tinto Limited, respectively. | |
| Our or Rio Tintos other borrowings in principal amount of at least U.S.$50,000,000 are accelerated by reason of a default and steps are taken to obtain repayment of these borrowings. | |
| We or Rio Tinto fail to make a payment of principal of at least U.S.$50,000,000 or fail to honor any guarantee or indemnity with respect to borrowings of at least U.S.$50,000,000 and steps are taken to enforce either of these obligations. |
31
| Any mortgage, pledge or other charge granted by us or Rio Tinto in relation to any borrowing of at least U.S.$50,000,000 becomes enforceable and steps are taken to enforce the mortgage, pledge or other charge, as the case may be. | |
| Any other event of default described in the prospectus supplement occurs. (Section 501) |
| The trustee must be given written notice that an event of default has occurred and remains uncured. | |
| The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action. | |
| The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities during that period. (Section 507) |
32
| DTC is: |
| a limited purpose trust company organized under the laws of the State of New York; | |
| a banking corporation within the meaning of the New York Banking Law; | |
| a member of the Federal Reserve System; | |
| a clearing corporation within the meaning of the Uniform Commercial Code; and | |
| a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. |
33
| DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates. | |
| Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives. | |
| Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants. | |
| The rules applicable to DTC and DTC participants are on file with the SEC. |
| Clearstream, Luxembourg is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). | |
| Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through electronic book-entry changes to the accounts of its customers. This eliminates the need for physical movement of certificates. | |
| Clearstream, Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and lending and borrowing of securities. It interfaces with the domestic markets in over 30 countries through established depositary and custodial relationships. | |
| Clearstream, Luxembourgs customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers and dealers and banks. | |
| Indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream, Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. |
| Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire et Financiére et des Assurances) and the National Bank of Belgium (Banque Nationale de Belgique). | |
| Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates. | |
| Euroclear provides other services to its customers, including credit custody, lending and borrowing of securities and tri-party collateral management. It interfaces with the domestic markets of several other countries. | |
| Euroclear customers include banks, including central banks, securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other professional financial intermediaries | |
| Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have relationships with Euroclear customers. |
34
| All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to specific securities clearance accounts. |
35
36
| We are a resident of Australia when we issue the debt securities and when interest, as defined in Section 128A(1AB), is paid. Interest is defined to include amounts in the nature of, or in substitution for, interest. | |
| The debt securities are issued in a manner that satisfies the public offer test of Section 128F under the Australian Tax Act (described below). | |
| We do not know, or have reasonable grounds to suspect, at the time of issue that the debt securities or an interest in them were being, or would later be, acquired, directly or indirectly, by one of our associates (as defined in Section 128F(9) of the Australian Tax Act), except as permitted by Section 128F(5) of the Australian Tax Act. |
37
| At the time of the payment of interest on the debt securities, we do not know nor do we have reasonable grounds to suspect that the payee is our associate, except as permitted by Section 128F(6) of the Australian Tax Act. |
(A) | onshore associates (i.e. Australian resident associates who do not hold the debt securities in the course of carrying on business at or through a permanent establishment outside Australia and non-resident associates who hold the debt securities in the course of carrying on business at or through an Australian Establishment); or |
(B) | offshore associates (i.e. Australian resident associates that hold the debt securities in the course of carrying on business at or through a permanent establishment outside Australia and non-resident associates who do not hold the debt securities in the course of carrying on business through an Australian Establishment) who are acting in the capacity of: |
(i) | in the case of Section 128F(5) only, a dealer, manager or underwriter in relation to the placement of the relevant debt securities; or |
(ii) | a clearing house, custodian, funds manager, responsible entity of a registered scheme or, in the case of Section 128F(6) only, paying agent. |
| offers of the relevant debt securities to 10 or more professional financiers, investors or dealers who are not associates of each other; | |
| offers of the relevant debt securities to 100 or more potential investors; | |
| offers of the relevant debt securities which are listed on a stock exchange; | |
| offers of the relevant debt securities via a publicly available financial markets dealing platform; and | |
| offers of the relevant debt securities to dealers, managers or underwriters who offer to sell the debt securities within 30 days by one of the preceding methods. |
38
| an Australian resident that does not acquire the debt securities in the course of carrying on a trade or business through a permanent establishment outside Australia; or | |
| a non-resident of Australia who acquires the debt securities as part of an Australian Establishment. |
39
40
(i) | in the case of corporate holders, such persons carry on a trade in the United Kingdom through a United Kingdom permanent establishment; or |
(ii) | in the case of other holders, such persons carry on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency, |
41
(i) | in the case of corporate holders, such persons carry on a trade in the United Kingdom through a United Kingdom permanent establishment; or |
(ii) | in the case of other holders, such persons carry on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency |
42
43
44
45
46
47
48
49
50
51
| any underwriter, dealers or agents; | |
| their compensation; | |
| the net proceeds to us; | |
| the purchase price of the securities; | |
| the initial public offering price of the securities; and | |
| any exchange on which the securities will be listed. |
52
53
54
Item 8. | Indemnification of Directors and Officers |
| a liability owed to the company or a related body corporate; | |
| a liability for a pecuniary penalty order or compensation order under specified provisions of the Corporations Act; or | |
| a liability that is owed to someone other than the company or a related body corporate that did not arise out of conduct in good faith. |
| in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under Section 199A(2); or | |
| in defending or resisting criminal proceedings in which the person is found guilty; or | |
| in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or | |
| in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief. |
| conduct involving a willful breach of any duty in relation to the company; or | |
| a contravention of the officers duties under the Corporations Act not to improperly use their position or make improper use of information obtained as an officer. |
| a director or secretary; | |
| a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company; | |
| a person who has the capacity to significantly affect the companys financial standing; and | |
| a person in accordance with whose instructions or wishes the directors of the company are accustomed to act. |
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(1) | Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. | |
(2) | Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by |
(3) | This section applies to any provision, whether contained in a companys articles or in any contract with the company or otherwise. | |
(4) | Nothing in this section prevents a companys articles from making such provision as has previously been lawful for dealing with conflicts of interest. |
(1) | Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision. | |
(2) | Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company. |
(i) | a fine imposed in criminal proceedings, or | |
(ii) | a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or |
(i) | in defending criminal proceedings in which he is convicted, or |
(ii) | in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or | |
(iii) | in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief. |
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(4) | The references in subsection (3)(b) to a conviction, judgment or refusal of relief are the final decision in the proceedings. | |
(5) | For this purpose |
(a) | a conviction, judgment or refusal of relief becomes final |
(i) | if not appealed against, at the end of the period for bringing an appeal, or | |
(ii) | if appealed against, at the time when the appeal (or any further appeal) is disposed of; and |
(b) | an appeal is disposed of |
(i) | if it is determined and the period for bringing any further appeal has ended, or | |
(ii) | if it is abandoned or otherwise ceases to have effect. |
(6) | The references in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 144(3) or (4) of the Companies Act 1985 or Article 154(3) or (4) of the Companies (Northern Ireland) Order 1986 (acquisition of shares by innocent nominee), or section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986 (general power to grant relief in case of honest and reasonable conduct).1( |
(1) | Section 232(2) (voidness of provisions for indemnifying directors) does not apply to a qualifying pension scheme indemnity provision. | |
(2) | Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the companys activities as trustee of the scheme. |
(3) | The provision must not provide any indemnity against |
(a) | any liability of the director to pay |
(i) | a fine imposed in criminal proceedings, or | |
(ii) | a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or |
(b) | any liability incurred by the director in defending criminal proceedings in which he is convicted. |
(4) | The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings. | |
(5) | For this purpose |
(a) | a conviction becomes final |
(i) | if not appealed against, at the end of the period for bringing an appeal, or | |
(ii) | if appealed against, at the time when the appeal (or any further appeal) is disposed of; and |
(b) | an appeal is disposed of |
(i) | if it is determined and the period for bringing any further appeal has ended, or | |
(ii) | if it is abandoned or otherwise ceases to have effect. |
II-3
(2) | If when a directors report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force. | |
(3) | If at any time during the financial year to which a directors report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force. | |
(4) | If when a directors report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force. | |
(5) | If at any time during the financial year to which a directors report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force. |
(2) | If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default breach of duty or breach of trust |
(a) | he may apply to the court for relief, and |
(b) | the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought. |
(3) | Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper. |
II-4
Item 9. | Exhibits |
Exhibit |
||
Number
|
Description
|
|
1
|
Form of Underwriting Agreement for Guaranteed Debt Securities | |
4.1
|
Indenture, dated as of July 2, 2001, among Rio Tinto Finance (USA) Limited, Rio Tinto plc, Rio Tinto Limited and The Chase Manhattan Bank | |
5.1
|
Opinion of Linklaters LLP, as to the validity of the debt securities and the guarantees being registered as to certain matters of English law | |
5.2
|
Opinion of Linklaters LLP, as to the validity of the debt securities and the guarantees being registered as to certain matters of New York law | |
5.3
|
Opinion of Allens Arthur Robinson, as to the validity of the debt securities and the guarantees being registered as to certain matters of Australian law | |
8.1
|
Opinion of Linklaters LLP, as to certain matters of U.K. taxation (included in Exhibit 5.1) | |
8.2
|
Opinion of Linklaters LLP, as to certain matters of U.S. taxation | |
8.3
|
Opinion of Allens Arthur Robinson, as to certain matters of Australian taxation | |
12
|
Statements of computation of ratio of earnings to fixed charges | |
23.1
|
Consent of PricewaterhouseCoopers LLP and PricewaterhouseCoopers for incorporation by reference of their report relating to the financial statements of Rio Tinto plc and Rio Tinto Limited | |
23.2
|
Consent of PricewaterhouseCoopers LLP for incorporation by reference of its report relating to the financial statements of Alcan Inc. | |
23.3
|
Consent of Linklaters LLP (included in Exhibit 5.1) | |
23.4
|
Consent of Linklaters LLP (included in Exhibit 5.2) | |
23.5
|
Consent of Allens Arthur Robinson (included in Exhibit 5.3) | |
24
|
Powers of Attorney (included in signature page) | |
25
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York |
Item 10. | Undertakings |
(i) | To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933 (the Act); |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
II-5
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; | |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; | |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; | |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; |
(6) | That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if |
II-6
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by the undersigned registrant; | |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
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II-8
Signature
|
Title
|
Date
|
||||
/s/ Keith
Barry Keith Barry |
Director | June 23, 2008 | ||||
/s/ Stephen
Consedine Stephen Consedine |
Director | June 23, 2008 | ||||
/s/ Stephen
Creese Stephen Creese |
Director | June 23, 2008 | ||||
/s/ Graham
Reid Graham Reid |
Director | June 23, 2008 |
II-9
II-10
II-11
Signature
|
Title
|
Date
|
||||
/s/ Tom Albanese Tom Albanese |
Chief Executive | June 18, 2008 | ||||
/s/ Guy Elliott Guy Elliott |
Finance Director | June 18, 2008 | ||||
/s/ Rod Eddington Sir Rod Eddington |
Non Executive Director | June 20, 2008 | ||||
/s/ Yves Fortier Yves Fortier |
Non Executive Director | June 17, 2008 | ||||
/s/ Richard Goodmanson Richard Goodmanson |
Non Executive Director | June 17, 2008 | ||||
/s/ Andrew Gould Andrew Gould |
Non Executive Director | June 18, 2008 | ||||
/s/ Lord Kerr Lord Kerr |
Non Executive Director | June 18, 2008 | ||||
/s/ David Mayhew David Mayhew |
Non Executive Director | June 18, 2008 | ||||
/s/ Paul Tellier Paul Tellier |
Non Executive Director | June 18, 2008 |
II-12
II-13
II-14
Signature
|
Title
|
Date
|
||||
/s/ Tom Albanese Tom Albanese |
Chief Executive | June 18, 2008 | ||||
/s/ Guy Elliot Guy Elliott |
Finance Director | June 18, 2008 | ||||
/s/ Rod Eddington Sir Rod Eddington |
Non Executive Director | June 20, 2008 | ||||
/s/ Yves Fortier Yves Fortier |
Non Executive Director | June 17, 2008 | ||||
/s/ Richard Goodmanson Richard Goodmanson |
Non Executive Director | June 17, 2008 | ||||
/s/ Andrew Gould Andrew Gould |
Non Executive Director | June 18, 2008 | ||||
/s/ Lord Kerr Lord Kerr |
Non Executive Director | June 18, 2008 | ||||
/s/ David Mayhew David Mayhew |
Non Executive Director | June 18, 2008 | ||||
/s/ Paul Tellier Paul Tellier |
Non Executive Director | June 18, 2008 |
II-15
II-16
Exhibit |
||
Number
|
Description
|
|
1
|
Form of Underwriting Agreement for Guaranteed Debt Securities | |
4.1
|
Indenture, dated as of July 2, 2001, among Rio Tinto Finance (USA) Limited, Rio Tinto plc, Rio Tinto Limited and The Chase Manhattan Bank | |
5.1
|
Opinion of Linklaters LLP, as to the validity of the debt securities and the guarantees being registered as to certain matters of English law | |
5.2
|
Opinion of Linklaters LLP, as to the validity of the debt securities and the guarantees being registered as to certain matters of New York law | |
5.3
|
Opinion of Allens Arthur Robinson, as to the validity of the debt securities and the guarantees being registered as to certain matters of Australian law | |
8.1
|
Opinion of Linklaters LLP, as to certain matters of U.K. taxation (included in Exhibit 5.1) | |
8.2
|
Opinion of Linklaters LLP, as to certain matters of U.S. taxation | |
8.3
|
Opinion of Allens Arthur Robinson, as to certain matters of Australian taxation | |
12
|
Statements of computation of ratio of earnings to fixed charges | |
23.1
|
Consent of PricewaterhouseCoopers LLP and PricewaterhouseCoopers for incorporation by reference of their report relating to the financial statements of Rio Tinto plc and Rio Tinto Limited | |
23.2
|
Consent of PricewaterhouseCoopers LLP for incorporation by reference of its report relating to the financial statements of Alcan Inc. | |
23.3
|
Consent of Linklaters LLP (included in Exhibit 5.1) | |
23.4
|
Consent of Linklaters LLP (included in Exhibit 5.2) | |
23.5
|
Consent of Allens Arthur Robinson (included in Exhibit 5.3) | |
24
|
Powers of Attorney (included in signature page) | |
25
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York |
II-17