December 8, 2010 |
| Rio Tinto to immediately exercise US$300 million portion of Series B
Ivanhoe warrants |
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| Rio Tinto to purchase 20 million Ivanhoe shares at market price |
| Firm cap of 49% on Rio Tintos ownership stake in Ivanhoe Mines to continue
until January 18, 2012 |
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| Rio Tinto to work with Ivanhoe to secure a comprehensive project-finance package |
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| Rio Tinto to provide Ivanhoe with up to US$1.8 billion in interim financing |
| Rio Tinto to assume management of Oyu Tolgoi Project, subject to approval
of Oyu Tolgoi LLC board |
2
Item | US$ billions | |||
Series B warrants (partial exercise, Rio Tinto) |
$ | 0.3 | ||
Remaining Series B warrants expire Oct 2011 (1) (Rio Tinto) |
$ | 0.1 | ||
Series C warrants to be exercised by Jan. 2012 (Rio Tinto) |
$ | 0.4 | ||
Subscription right (2) (Rio Tinto) |
Up to approx. $0.6 | |||
Interim funding facility (3) (Rio Tinto) |
$ | 1.8 | ||
Total projected potential Rio Tinto investment (excluding share of rights offering) |
Up to approx. $3.2 | |||
Planned total from rights offering (4) (open to all Ivanhoe shareholders, incl. Rio Tinto) |
Up to 1.2 (target range $1.0-$1.2) |
|||
Total projected potential Rio Tinto investment
plus planned total from rights offering (4) |
Up to approx. $4.4 | |||
Long-term project financing, net of repayment of Rio Tinto interim
facility (5) (international lenders) |
$ | 1.8 | ||
Cash available at Ivanhoe as of Dec. 31, 2010 (6) |
$ | 0.3 | ||
Total projected funds from Rio Tinto, rights offering, project
financing & cash |
Up to approx. $6.5 |
(1) | Includes anti-dilution warrants previously issued to Rio Tinto. |
|
(2) | Rio Tinto is not required to exercise its subscription right, in which case there may
be no proceeds from the subscription right. The exercise price of the subscription right
will be based on the prevailing market price at the time of exercise. For example, up to
approximately US$0.6 billion of proceeds assumes a US$25.00 per share
exercise price on all shares issuable under the subscription right. |
|
(3) | Interim facility to be replaced when funds become available following completion of the
long-term project financing package now under negotiation (see note 5). |
|
(4) | Assumes rights offering will be fully subscribed. |
|
(5) | Assumes a debt package of US$3.6 billion is secured from a syndicate of
international lenders and replaces the Rio Tinto interim funding facility of
US$1.8 billion. |
|
(6) | Projected available cash position as of December 31, 2010 (excludes cash associated
with SouthGobi Resources and Ivanhoe Australia). |
3
| Rio Tinto immediately will exercise US$300 million worth of Series B
warrants, representing approximately 75% of the Series B warrants granted to Rio Tinto as
part of the 2006 private-placement agreement governing Rio Tintos original investment in
Ivanhoe Mines. The US$300 million payment, covering the purchase of 33.8 million
shares each priced at US$8.88, will be received approximately 10 months ahead of
the scheduled October 2011 expiry of the Series B warrants. |
| Rio Tinto has committed to complete the exercise of its remaining Series B warrants by
their scheduled October 2011 expiry, for a total payment to Ivanhoe Mines of approximately
US$110 million, plus additional proceeds that result from the anti-dilution
adjustment for the planned rights offering, subject to the final terms of the rights
offering. |
| Rio Tinto also has committed to exercise its entire allotment of Series C warrants,
progressively as required, by January 2012 nine months ahead of their scheduled expiry.
This will provide payments to Ivanhoe Mines totalling approximately US$350 million,
plus additional proceeds that result from the anti-dilution adjustment for the planned rights
offering, subject to the final terms of the rights offering. |
| The exercise of US$300 million worth of Series B warrants and the direct
purchases of 10 million Ivanhoe Mines shares from each of Citibank and Mr. Friedland are
expected to increase Rio Tintos ownership stake in Ivanhoe to approximately 42.3%, from the
current level of 34.8%, before the record date for the rights offering. |
| Mr. Friedland announced in October that he would participate in the rights offering to the
maximum extent permitted to maintain his level of ownership in Ivanhoe Mines after completion
of the rights offering. Rio Tinto has agreed to purchase from Mr. Friedland 10 million
Ivanhoe Mines shares at a prevailing market price equal to the 20-day average closing price
of the stock ending December 8, 2010. Proceeds received by Mr. Friedland from the sale of
shares to Rio Tinto may be used by Mr. Friedland to help finance the potential acquisition of
any rights that become available in the secondary market during the subscription period. |
| Rio Tinto also has agreed to purchase 10 million Ivanhoe Mines shares from Citibank at a
prevailing market price equal to the 20-day average closing price of the stock ending
December 8, 2010. Settlement is expected to take place at the close of the rights offering
and the 10 million shares will be subject to the anti-dilution adjustment for the rights
offering. The arrangement between Citibank and Rio Tinto relates to hedging a cash-settled
contract between Citibank and Mr. Friedland. As previously disclosed, Mr. Friedland has
entered into a loan agreement and a cash-settled contract with Citibank to finance his
participation in the rights offering. Citibank may obtain the shares to be sold to Rio Tinto
through a stock loan or other private arrangement. |
4
| The Heads of Agreement establishes a firm cap of 49% on Rio Tintos maximum interest
in Ivanhoe Mines that may be achieved through the exercise of all warrants, the exercise of
the right to subscribe, from time to time, for additional Ivanhoe shares and permitted
open-market purchases of common shares. In addition, the expiry of the standstill limitation,
including the firm 49% cap, is extended for three months, from October 18, 2011, to January
18, 2012. |
| The original standstill provision of the 2006 private-placement agreement between Ivanhoe
Mines and Rio Tinto, as subsequently amended, limited Rio Tinto to the ownership of a maximum
interest of 46.6% in Ivanhoe Mines until October 2011. |
| Since October 2006, Rio Tinto has acquired shares, exercised warrants, converted a debt
facility and sold equipment amounting to a combined investment of US$1.7 billion in
Ivanhoe Mines. Rio Tinto presently owns 34.8% of Ivanhoe Mines. |
Investment | % interest | |||||||
Item | (US$ billions) | in IVN (1) | ||||||
Total of Rio Tinto investments prior to Dec. 2010 |
$ | 1.7 | 34.8 | % | ||||
Series B warrants (immediate partial exercise) |
$ | 0.3 | 38.7 | % | ||||
Purchase of 20 million Ivanhoe Mines shares from
Robert Friedland and Citibank (2) |
$ | 0.5 | 42.3 | % | ||||
Participation in planned rights offering (3) (to be completed in Jan. 2011) |
$ | 0.5 | 42.3 | % | ||||
Remaining Series B warrants expire Oct. 2011 (4) |
$ | 0.1 | 43.5 | % | ||||
Series C warrants to be exercised by Jan. 2012 |
$ | 0.4 | 46.8 | % | ||||
Subscription right (5) |
Up to approx. $0.6 | 48.5 | % | |||||
3.7 million shares purchased in open market (6) |
$ | 0.1 | 49.0 | % | ||||
Total Potential Rio Tinto investment (before Interim Funding Facility) |
Up to approx. $4.2 | 49.0 | % |
(1) | Based on 532.4 million shares outstanding as of December 7, 2010. |
|
(2) | Price per share will be based on the 20-day average closing price ending December 8,
2010. For example, US$0.5 billion assumes a US$25.00 per share purchase
price. Ivanhoe Mines will not receive any proceeds from the transactions. |
|
(3) | Assumes rights offering will be fully subscribed. |
|
(4) | Includes anti-dilution warrants previously issued to Rio Tinto. |
|
(5) | Rio Tinto is not required to exercise its subscription right, in which case there may
be no proceeds from the subscription right. The exercise price of the subscription right
will be based on the prevailing market price at the time of exercise. For example, up to
approximately US$0.6 billion of proceeds assumes a US$25.00 per share
exercise price on all shares issuable under the subscription right. |
|
(6) | If acquired, the per share purchase price will be based on the prevailing market price
at the time of acquisition. For example, US$0.1 billion assumes a
US$25.00 per share purchase price on all 3.7 million shares. Ivanhoe Mines will
not receive any proceeds from the transactions. |
5
| Rio Tinto has committed to fully participate in the strategic rights offering that
was announced by Ivanhoe Mines on October 18, 2010. Rio Tinto will exercise all of the rights
to which it is entitled, thereby maintaining, at a minimum, what is expected to be its 42.3%
level of ownership in Ivanhoe on the record date for the rights offering. |
| The expanded rights offering is expected to generate between US$1.0 billion and
US$1.2 billion in proceeds, an increase of 20% over the original estimate provided
in October. Ivanhoe Mines is preparing to file a final prospectus, containing terms of the
rights offering, with Canadian and US securities regulators in the near future. |
| The previous declaration by Mr. Friedland that he will participate in the rights offering
to the maximum extent possible, combined with the new assurance of support from Rio Tinto,
ensures that almost 60% of the total issued rights will be exercised, creating a strong
foundation of support for the launch of the rights offering. Rio Tinto and Mr. Friedland are
Ivanhoe Mines two largest shareholders. |
| Ivanhoe Mines and Rio Tinto have committed to work together to achieve a
comprehensive project-finance package for Oyu Tolgoi, which the companies intend to have in
place by June 2011. Ivanhoe Mines announced earlier this year that discussions are
progressing with a group of international financial institutions on a proposed long-term,
limited-recourse, project-financing package of up to US$3.6 billion. The package is
being considered by a core lending group comprised of the European Bank for Reconstruction
and Development, the International Finance Corporation, Export Development Canada, BNP
Paribas and Standard Chartered. Other government credit agencies and commercial banks are
expected to be added to the core group of lenders. |
| The companies have agreed that final terms of a third-party project-finance package for
the Oyu Tolgoi Project remain subject to the approval of the Oyu Tolgoi LLC Board of
Directors, the Ivanhoe Mines Board of Directors and the joint Ivanhoe Mines-Rio Tinto
Technical Committee. |
| Part of the project-finance package would be used to refinance any drawdowns under the
interim funding facility, outlined below, if funds from the interim facility have been
required. With project financing secured, total resources available to finance the Oyu Tolgoi
Project, including foreseen expansions and associated investments, would be up to
US$6.5 billion not including sunk costs, which will total an estimated
US$1.4 billion at the end of 2010, and future cash-flow generation from early
production. |
| Rio Tinto has committed to provide Ivanhoe Mines with an initial, non-revolving
interim funding facility of US$1.8 billion to sustain Oyu Tolgoi construction while
a project-finance package is being negotiated. The interim facility will be drawn upon only
after all the proceeds allocated for the development of Oyu Tolgoi from the rights offering
and from the exercise of warrants have been utilized for the development of Oyu Tolgoi and if
the project-finance package has not yet become available for disbursement. The interim
facility will be on arms-length terms, with funds to be advanced to the project on a
month-to-month basis, if and when required. |
6
| The function of the interim funding facility is to ensure that Ivanhoe Mines has the
required financial resources to continue building the project without interruption, even if
there is an unexpected delay in securing the project-finance package. The interim funding
facility, if drawn upon, is intended to be refinanced with funds to be provided under the
project-finance package. |
| Ivanhoe Mines and Rio Tinto have agreed to suspend the current arbitration between
the companies for six months. An arbitrator had scheduled hearings to begin on January 18,
2011. Ivanhoe Mines had submitted a statement of defence in October that rejected a claim
made by Rio Tinto in July this year that a Shareholders Rights Plan approved by Ivanhoes
minority shareholders on May 7, 2010, had breached Rio Tintos contractual rights under its
agreements with Ivanhoe. Ivanhoe Mines also had initiated a counter-claim as part of the
arbitration proceeding, contending that Rio Tinto had breached certain covenants in its
October 2006 private-placement agreement with Ivanhoe. Rio Tinto has filed a statement of
defence to the counter-claim. |
The arbitration suspension will end immediately if a formal take-over bid for Ivanhoe Mines is
announced or commenced, or if either company takes any action that the other reasonably
believes prejudices its rights. |
| The Oyu Tolgoi Project is owned by Oyu Tolgoi LLC, a Mongolian company. Ivanhoe Mines
owns 66% of Oyu Tolgoi LLC and the Mongolian Government owns the remaining 34%. Ivanhoe Mines
presently appoints six of the nine Oyu Tolgoi LLC directors; the other three directors are
appointed by the Mongolian Government. Under the Heads of Agreement, Ivanhoe Mines will
select three directors and Rio Tinto will select three of the six directors allocated to
Ivanhoe. |
| Ivanhoe Mines and Rio Tinto have agreed on terms for a contract, subject to approval of
the Oyu Tolgoi LLC board, under which Rio Tinto will assume the right to manage the Oyu
Tolgoi Project. It is proposed that the Rio Tinto Project Manager will have full authority
over the remaining construction, mining, production of concentrate and future
smelting/refining, including the nomination of senior management to be appointed by the Oyu
Tolgoi LLC board. |
| Ivanhoe Mines will continue to directly manage ongoing exploration on the Oyu Tolgoi
licences outside the projected life-of-mine area, with budgets greater than US$30
million a year (escalated for inflation) requiring approval of the Rio Tinto Project Manager. |
| Ivanhoe Mines and Rio Tinto have agreed to jointly establish a working group to study
proposals for electrical power, infrastructure and smelting for Oyu Tolgoi. The working group
will consult with representatives of Erdenes MGL, Mongolias state-owned resources company
that holds Mongolias 34% stake in Oyu Tolgoi, in developing proposals to be submitted to the
Oyu Tolgoi LLC board. |
| Rio Tinto has committed to not seek representation on the Ivanhoe Mines board in
excess of its proportional ownership in Ivanhoe Mines until the standstill covenant expires
in January 2012. Rio Tinto has further committed to maintain a majority of independent
directors on the Ivanhoe Mines board until January 2014. One incumbent director selected by
Ivanhoe Mines senior management, and two incumbent directors selected by Mr. Friedland on
condition that Mr. Friedland continues to own at least 10% of Ivanhoe will remain directors
on the Ivanhoe board until January 2014.
The board believes that this assurance of independence will enable it to continue its
assessment of strategic initiatives to maximize value for all shareholders. |
7
| Mr. Friedland will continue to serve as Executive Chairman and Chief Executive Officer of
Ivanhoe Mines, and as head of the companys recently established Office of the Chairman,
which is leading the assessment of potential strategic initiatives and directing negotiations
to create and enhance value for shareholders. To help maintain the highest standard of
corporate governance, David Huberman, the lead independent director on the Ivanhoe Mines
board, will be nominated to assume the title and responsibilities of Chairman of the Board
following Ivanhoes next annual general meeting to be held in May 2011. Mr. Friedland then
will remain Chief Executive Officer and continue as a director on the Ivanhoe Mines board. |
8
IVANHOE MINES LTD. |
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Date: December 9, 2010 | By: | /s/ Beverly A. Bartlett | ||
BEVERLY A. BARTLETT | ||||
Vice President & Corporate Secretary |