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 The offer is now due to close at 7.00pm (Sydney, Australia time) on 4 March 2011 (unless further extended or withdrawn).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)
RIV Price at posting:
$15.85 Sentiment: Hold Disclosure: Held
