Filed by: BHP Billiton Plc
and BHP Billiton Limited
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Rio Tinto plc
Commission File No.: 001-10533
The following are slides comprising a presentation that was given on October 26, 2008.
Iron Ore
Ian Ashby, President
26 October 2008
bhpbilliton
resourcing the future
Disclaimer
By reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of BHP Billiton Limited and BHP Billiton Plc (“ BHP Billiton”) accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that such is the case, the information contained in this presentation is, to the best of the knowledge and belief of the directors of BHP Billiton, in accordance with the facts and contains no omission likely to affect its import.
Subject to the above, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the presentation or of the views given or implied. To the extent permitted by law, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith. Information about Rio Tinto plc and Rio Tinto Limited (“Rio Tinto”) is based on public information which has not been independently verified.
This presentation is for information purposes only and does not constitute or form part of any offer for sale or issue of any securities or an offer or invitation to purchase or subscribe for any such securities, nor shall it or any part of it be relied on in connection with, any contract or investment decision, nor does it constitute a proposal to make a takeover bid or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (or under an exemption from such requirements). No offering of securities shall be made into the United States except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom. Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly) in Japan. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
This presentation is directed only at persons who (i) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Order or (iii) are outside the United Kingdom (all such persons being referred to as “relevant persons”). This presentation must not be acted on or relied on by persons who are not relevant persons.
Certain statements in this presentation are forward-looking statements (including statements regarding contribution synergies, future cost savings, the cost and timing of development projects, future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives and, without limitation, other statements typically containing words such as “intends,” “expects,” “anticipates,” “targets,” plans,” “estimates” and words of similar import.) These statements are based on current expectations and beliefs and numerous assumptions regarding BHP Billiton’s present and future business strategies and the environments in which BHP Billiton and Rio Tinto will operate in the future and such assumptions, expectations and beliefs may or may not prove to be correct and by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially.
Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, BHP Billiton’s ability to successfully combine the businesses of BHP Billiton and Rio Tinto and to realise expected synergies from that combination, the presence of a competitive proposal in relation to Rio Tinto, satisfaction of any conditions to any proposed transaction, including the receipt of required regulatory and anti-trust approvals, Rio Tinto’s willingness to enter into any proposed transaction, the successful completion of any transaction, and the risk factors discussed in BHP Billiton’s and Rio Tinto’s filings with the U.S. Securities and Exchange Commission (“SEC”) (including in Annual Reports on Form 20-F for the most recent fiscal year) which are available at the SEC’s website (http://www.sec.gov). Save as required by law or the rules of the UK Listing Authority and the London Stock Exchange, the UK Takeover Panel, or the listing rules of ASX Limited, BHP Billiton undertakes no duty to update any forward-looking statements in this presentation.
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Disclaimer
No statement concerning expected cost savings, revenue benefits (and resulting incremental EBITDA) and EPS accretion in this presentation should be interpreted to mean that the future earnings per share of the enlarged BHP Billiton group for current and future financial years will necessarily match or exceed the historical or published earnings per share of BHP Billiton, and the actual estimated cost savings and revenue benefits (and resulting EBITDA enhancement) may be materially greater or less than estimated.
Cautionary Note to US Investors - The SEC generally permits mining companies in their filings with the SEC to disclose only those mineral deposits that the company can economically and legally extract. Certain terms in this presentation, including “resources” , “mineralisation” , “targeted mineralisation” , “potential mineralisation” would not generally be permitted in an SEC filing. The material denoted by such terms is not proven or probable Reserves as such terms are used in the SEC’s Industry Guide 7, and there can be no assurance that BHP Billiton will be able to convert such material to proven or probable Reserves or extract such material economically. BHP Billiton urges investors to refer to its Annual Report on Form 20-F for the fiscal year ended June 30, 2008 for its most recent statement of mineral Reserves calculated in accordance with Industry Guide 7.
References in this presentation to “$” are to United States dollars unless otherwise specified.
Information Relating to the US Offer for Rio Tinto plc
In connection with the offer and sale of securities BHP Billiton would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders, BHP Billiton has filed with the SEC a Registration Statement on Form F-4 (the “Registration Statement” ), which contains a preliminary prospectus (the “Prospectus” ), and will file additional relevant materials with the SEC. This communication is not a substitute for the Registration Statement or the Prospectus that BHP Billiton has filed, or any amendments or supplements to those documents BHP Billiton may file, with the SEC.
U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OF RIO TINTO PLC ADSs ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain a free copy of the Registration Statement and the Prospectus as well as other relevant documents filed with the SEC at the SEC’s website (http://www.sec.gov) Copies of such documents may also be obtained from BHP Billiton without charge.
Information for US Holders of Rio Tinto Limited Shares
BHP Billiton Limited is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Limited Offer. Accordingly, Rio Tinto Limited shareholders should carefully consider the following:
The Rio Tinto Limited Offer will be an exchange offer made for the securities of a foreign company. Such offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document will be prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
Information Relating to the US Offer for Rio Tinto plc and the Rio Tinto Limited Offer for Rio Tinto shareholders located in the US
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuers are located in a foreign country, and some or all of their officers and directors may be residents of foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that BHP Billiton may purchase securities of either Rio Tinto plc or Rio Tinto Limited otherwise than under the exchange offer, such as in open market or privately negotiated purchases.
Slide 3
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resourcing the future
Record shipments in the last quarter
Quarterly Shipments, BHP Billiton Iron Ore
(mt, WAIO and Samarco equity basis)
25 26 28 29 30 31
Q1 FY07 Q1 FY08 Q2 FY08 Q3 FY08 Q4 FY08 Q1 FY09
Record quarterly shipments in Q1 FY09
Pilbara production recovering following safety incidents
Samarco production record following the successful ramp up of pellet plant 3
Chinese growth has softened with likely short term volatility and uncertainty
Iron Ore remains confident that underlying fundamentals will continue to drive strong longer term demand
Iron Ore’s low cost, high quality assets are well positioned for investment throughout the cycle
Slide 4
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Expected Growth to 300 mtpa and beyond
Western Australia Iron Ore capacity
(mtpa, 100% basis)
Advanced planning
Operating at capacity
Project 53% complete
Construction
Completed
Expect final approval end CY08
Early commitments on plan
Mine and rail site work commenced
Mine development sequence defined
Pre-feasibility completion planned for H1 CY09
External approvals on track
Expect early funding end CY08
122 20 26 45 40 240 capacity in 2012 60 300 capacity in 2015 50 >350 capacity
FY08 RGP3* RGP4 RGP5 RGP6 Quantum 1 Quantum 2
Status FY08 Actual Production Operating at capacity Construction Feasibility & early works Pre-feasibility Concept
Completion (CY) 2007 2010 2011 2012 2015
Notes:
109 mtpa capacity pre RGP3
Attributable basis: FY08 = 104 mtpa; 240 mtpa = ~204 mtpa; 300 mtpa = ~ 255 mtpa; 350 mtpa = ~ 298 mtpa
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Expected Growth focused on development of large hubs
BHP Billiton Resource and Potential Mineralisation (Bt, 100%)
Roy Hill
Central Pilbara: 7Bt Resource + 12-20Bt potential mineralisation
Yandi Hub RGP5 0 5 10 20 N 30 40 50km
Scale 1: 1 000 000
Upper Marillana
Marillana
Central Hub Yandi
Ministers North
Mining Area C Jinayri East Pilbara: 5Bt Resource + 8-13Bt potential mineralisation
Area C West South RGP3 Quantum
Coondewana Eastern Hub
Opthalmia OB 23/25
Mt. Whaleback OB18
Jimblebar Caramulla
Prairie Downs RGP4 RGP6
Large Hubs offer:
Infrastructure scale efficiencies
Product flexibility
More resource unlocked by blending
Smaller environmental footprint
BHP Billiton’s Tenements BHP Billiton’s railway
Source: Resource base: BHP Billiton News Release and CSG Presentation June 2008;
Equity terms: Central Pilbara: 6Bt Resource + 11-18Bt Potential Mineralisation; East Pilbara: 4Bt Resource + 7-12Bt Potential Mineralisation
The Potential Mineralisation (Exploration Target) is based on probabilistic assessment of areas across the Pilbara using surface mapping, geophysics, known regional geology and some limited drill results acquired over the last 40 years of exploration. The
target range is conceptual in nature, there has not been sufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource
Slide 6
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The combination: Keys to unlocking value
1 Optimising mineral basin positions and infrastructure
Lower cost, more efficient production
Unlocking volume through matching reserves with infrastructure
2 Enhanced platform for future growth
Deployment of scarce resources to highest value opportunities
Greater ability to develop the next generation of large scale projects in new geographies
Better positioned as partner of choice with governments and stakeholders
Efficient exploration and infrastructure development
3 Unique synergies and combination benefits
Economies of scale – especially procurement
Avoid duplication, reduce corporate and divisional non-operating costs
Accelerate tonnage delivered to market
Slide 7
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Early tonnes expected to be delivered through matching mine with logistics capacity and operational simplicity
Port Hedland
Nelson Point
Finucane Island
Yarrie
215km
Cape Lambert
Dampier
East Intercourse Island
Parker Point
Port
Mine / Deposit
Rio Tinto
BHP Billiton
kilometres refer to distance from port
Deepdale (Mesa J)
Operations increasingly overlapping in the Central Pilbara
Brockman
Marandoo
313km
BHP Yandi
456km
HI Yandi
Tom Price
MAC
340km
Hope Downs
West Angeles
410km
Paraburdoo
386km
OB 23/25
Newman
426km
Jimblebar
435km
Port Hedland
MAP AREA
N
Western Australia
Perth
0 20 40 60 80 100
km
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Yandi expected to deliver a broad range of synergies
The Yandi ore body is a single deposit split into multiple ownership segments
BHP Billiton Operations
BHP Billiton Yandi
Rio Tinto Operations
HI Yandi
Brockman
Marandoo
313km
BHP Yandi
456km
HI Yandi
Tom Price
MAC
340km
Hope Downs
West Angeles
410km
Paraburdoo
386km
OB 23/25
Newman
426km
Jimblebar
435km
Slide 9
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Unlocking value: Anticipated Core benefits in the Iron Ore
Business
1 Exposure to overlapping iron ore basin positions and infrastructure
2 Combined entity will have a unique portfolio of world class assets
3 Enhanced earnings through quantified synergies and benefits of combination
4 A natural fit – common strategies, heritage, culture and values
Slide 10
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Site tour: Site fly-over handout (page 1)
Rio Tinto Hope Downs
North Pits
Camp
Hope down South Pits
North Crusher
Blockpiles
Train Loadout
Rail Loop
BHP Billiton Iron Ore Site Visit
Iron Ore Synergies — 27 October 2008
Early tonnes are expected to be delivered through matching mine with logistics capacity and operational simplicity
Area C Mining Club
Camp
Crushing Plant
E and D Deposits
Overland Conveyor
One Handling Plants
Block Yard 1
Block Yard 2
Rail loop
Train Loadout
Additional Ore Deposits
C Deposit
Additional One Deposits
Infrastructure
Rail
One Bodies
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Jimble bar
Additional Ore Deposits
W3 Deposits
Process Infrastructure Construction
Train Loadout Construction
W4 Deposit
One Handling Plant
Blockpile
Additional One Deposits
Slide 12
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Site tour: Site fly-over handout (page 2)
Yandi expected to deliver a broad range of synergies
Additional Ore Deposits
Rail Loop
Camp
Train Loadout
To Port Hedland
Ore Handling Plant
Central Deposits
Rail Loop
Primary Crusher
Train Loadout
Conveyor
Rio Tinto Operations
Camp
Western Deposits
Ore Handling Plant
BHP Billiton Area C Spur
To Cape Lambert
BHP Billiton Operations
Eastern Deposits
Junction Central Deposit
Train Loadouts
Ore Processing
Rio Tinto Rail Spur
Marillana Camp
Stockpiles
Rail Loop
Conveyor
Junction South East Deposit
BHP Billiton Operations
To Mining Area C
Ore Processing
BHP Billiton Yandi
Rio Tinto Operations
H Yandi
Infrastracture
Rail
Ore Bodies
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Slide 13
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Site tour: Newman hub tour handout (page 1)
Newman Hub ‘Up Close’
Large Hub Expansions—27 October 2008
Kurra Village in Newman - Expansion completed ahead of schedule in September 2008
Shuttle Works - Culverts for shuttle train between Newman and satellite ore bodies under construction
Reclaimer component arrives at Newman Hub early October 2008
Upgraded Rail Bridge - Completed ahead of schedule in September 2008
Car Dumper - Assembly of SOB shuttle train car dumper cell completed in October 2008
BHP Billiton Iron Ore Site Visit
Large Hub Expansions—27 October 2008
Expected growth to 300Mtpa and beyond
Western Australia Iron Ore capacity
(mtpa, 100% basis)
Advanced planning
Construction
Completed
122
Operating at capacity 20
Expect final approval end CY08
Early commitments on plan
Mine and rail site work commenced
Project 53% complete 26
45 40
Mine development sequence defined
Pre-feasibility completion planned for H1 CY09
External approvals on track
Expect early funding end CY08
240 capacity in 2012
60
300 capacity in 2015
50
> 350 capacity
FY08 RGP3* RGP4 RGP5 RGP6 Quantum 1 Quantum 2
Status FY08 Actual Production
Operating at capacity
Construction
Feasibility & early works
Pre-feasibility
Pre-feasibility
Concept
Completion (CY) 2007 2010 2011 2012 2015
Concentrated ore bodies enable development of the Newman Hub
Optimal product delivery using centralised processing and logistics infrastructure
Capable of direct shipping product on specification from the processing hub straight to the ship
Reduces blending/ stockpiling requirements at Port Hedland—increasing available capacity
Infrastructure scale efficiencies
Product flexibility
Smaller environmental footprint
Newman
Jimblebar
OB 32, 33 OB 23, 24, 25 OB 20, 21, 22, 42 OB 17,18, 19
Newman
Western Ridge
Silver Knight
Whaleback
OB 43
Ophthalma East
Wheelam
Hashimoto
JB West
JB South
JB East
Jimblebar
Photo: 8 October 2008
20km
Brockman
Marra Mamba
Primary, secondary and tertiary infrastructure
Railway
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Site tour: Newman hub tour handout (page 2)
Newman Hub development progressing towards completion
Screening Plant - bin installation commenced September 2008
New Stockyards - Blending NJV product to specification
Newman Hub
Orebody 25
Newman Townsite
Orebody 18
Jimblebar
Photo: Construction in progress 17 September 2008
SOB Shuttle Train Car Dumper - Dumps ore from satellite ore bodies for blending and processing at the Newman Hub. Car dumper cell assembly completed in October 2008 (SOB = satellite ore body)
Crushing Station
Coarse Ore Stockpile
Train Loadout - Concrete completed in October 2008
Rail to satellite ore bodies and port
Viewing Platform
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Slide 15
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