Rio Tinto confirms support for Ivanhoe Mines financing
Rio Tinto and Ivanhoe Mines Ltd have agreed to amend certain terms of the memorandum of agreement announced on 18 April 2012, under which Rio Tinto has agreed to support and provide certain elements of a comprehensive funding package for Ivanhoe. The amended terms address conditions of regulatory approval and more closely align the terms of the proposed Ivanhoe rights offering with current market conditions.
Amendments to the agreement include:
Rio Tinto confirming it will take up its full basic subscription privilege under the US$1.8 billion rights offering with respect to its 51 per cent shareholding in Ivanhoe, subject to certain conditions;
Rio Tinto agreeing to eliminate the material adverse change condition for its standby commitment in relation to a decline in Ivanhoe's share price;
Rio Tinto continuing to provide a standby commitment for the full amount of the US$1.8 billion rights offering, subject to certain conditions including the price for Ivanhoe's common shares on the NYSE not falling below the subscription price at any time on or after the fifth business day before the expiry of the rights. Under the standby commitment, Rio Tinto is required to acquire any Ivanhoe common shares not taken up under the rights offering;
Removing the previously announced US$8.34 subscription price for the rights offering. Rio Tinto and Ivanhoe have agreed to price the rights offering in the final prospectus;
In consideration of eliminating the material adverse change clause for a decline in Ivanhoe's share price, re-pricing the exercise price of the Series D Warrants to US$10.84 per share, subject to adjustment upon completion of the rights offering; and
Confirming the standby commitment fee will be paid in cash. Rio Tinto has agreed to waive its previously announced entitlement to reinvest its standby commitment fee in Ivanhoe common shares.
Canadian early warning disclosure
Rio Tinto currently beneficially owns 377,397,658 common shares of Ivanhoe representing approximately 51 per cent of the outstanding common shares. As the subscription price for the rights offering will not be agreed until the final prospectus, the number of common shares Rio Tinto will beneficially own following closing of the rights offering cannot be determined at this time. However, assuming Rio Tinto and the other holders of rights under the rights offering exercise their rights in full and the standby commitment is not utilized, Rio Tinto will beneficially own the same percentage of outstanding common shares following closing of the rights offering that it currently beneficially owns.
If Rio Tinto were fully to exercise the Series D Warrants, Rio Tinto would acquire an additional 55,000,000 common shares. Following such issuance, Rio Tinto would beneficially own 432,397,658 common shares representing 54.3 per cent of the outstanding common shares.
The percentage of outstanding common shares stated in the preceding paragraphs is based on 741,386,789 outstanding common shares.
Rio Tinto has anti-dilution rights that permit it to acquire additional securities of Ivanhoe and Entrée so as to maintain its proportional equity interest in Ivanhoe. Rio Tinto also has the right until 24 October 2012 to acquire additional Ivanhoe securities under its equity financing right of first offer.
Except in connection with the rights offering, Rio Tinto has no present intention of acquiring additional securities of Ivanhoe. Depending upon its evaluation of the business, prospects and financial condition of Ivanhoe, the market for its securities, general economic and tax conditions and other factors, Rio Tinto may directly or indirectly acquire or sell some or all of the securities of Ivanhoe.
Source - Rio Tinto