Exhibit 1.2
RIO TINTO FINANCE (USA) LIMITED
OFFICERS’ CERTIFICATE
Officer’s Certificate pursuant to Section 301 of the Indenture
$700,000,000 2.500% Notes due 2016
$1,000,000,000 4.125% Notes due 2021
$300,000,000 5.200% Notes due 2040
The undersigned, duly appointed as an attorney of Rio Tinto Finance (USA) Limited (the “Company”), pursuant to Section 301 of the indenture dated July 2, 2001 (the “Indenture”) among the Company, Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon and pursuant to a resolution duly adopted by the Board of Directors of the Company on May 16, 2011, whereby each Director of the Company was authorized to do anything and to execute and deliver any document necessary, advisable or incidental to the issue of the $700,000,000 2.500% Notes due 2016, $1,000,000,000 4.125% Notes due 2021 and the $300,000,000 5.200% Notes due 2040, HEREBY APPROVES AND CONFIRMS the following such terms:
| 2016 Notes | ||||
| Title: | 2.500% Notes due 2016 | |||
| Principal Amount: | $700,000,000 | |||
| Maturity: | May 20, 2016 | |||
| Issue Price: | 99.506% | |||
| Interest Rate: | 2.500% per year | |||
| Interest Payment Dates: | May 20 and November 20, commencing November 20, 2011 | |||
| Issue Date: | May 20, 2011 | |||
| Record Dates: | May 5 and November 5 | |||
| 2021 Notes | ||||
| Title: | 4.125% Notes due 2021 | |||
| Principal Amount: | $1,000,000,000 | |||
| Maturity: | May 20, 2021 | |||
| Issue Price: | 99.935% | |||
| Interest Rate: | 4.125% per year | |||
| Interest Payment Dates: | May 20 and November 20, commencing November 20, 2011 | |||
| Issue Date: | May 20, 2011 | |||
| Record Dates: | May 5 and November 5 | |||
| 2040 Notes | ||||
| Title: | 5.200% Notes due 2040, which will form a single series with the $500,000,000 principal amount of the November 2040 Notes. | |||
| Principal Amount: | $300,000,000 | |||
| Maturity: | November 2, 2040 | |||
| Issue Price: | 98.091%, plus accrued interest of $780,000 for the period from May 2, 2011 to, but not including, May 20, 2011 | |||
| Interest Rate: | 5.200% per year | |||
| Interest Payment Dates: | May 2 and November 2, commencing November 2, 2011 | |||
| Issue Date: | May 20, 2011 | |||
| Record Dates: | April 17 and October 17 | |||
| The following terms apply to each tranche of Notes: | ||||
| Guarantees | The Notes will be fully and unconditionally guaranteed by each of Rio Tinto plc and Rio Tinto Limited as to principal, interest, premium, if any, and any other additional amounts payable in respect of the Notes. | |||
| Form: | The Notes will be issued in registered form and will be represented by Global Securities, which will be executed and delivered in substantially the form attached hereto asExhibit A. The Notes will be registered in the name of a nominee of The Depository Trust Company and deposited with The Bank of New York Mellon, as depositary. | |||
| Place of Payment, Paying Agent: | The Bank of New York Mellon 101 Barclay Street New York, NY 10286, United States | |||
| Notices and Demands to Company: | Rio Tinto Finance (USA) Limited
or | |||
| Shannon Crompton Rio Tinto Services Inc. 80 State Street Albany, NY 12207-2543, United States | ||||
| Payment of Additional Amounts: | All payments of principal, any premium (if any) and interest in respect of the Notes or the Guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed by any jurisdiction in which Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, is organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax). If withholding or deduction is required by law, the Company or either of Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the Notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the Notes after deduction or other withholding for or on account of such present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the Notes in the absence of such deduction or withholding. | |||
| Optional Tax Redemption: | The Notes may be redeemed at the option of the Company or either of Rio Tinto plc or Rio Tinto Limited upon the occurrence of certain tax events in accordance with the redemption provisions set out in the forms of the Note attached hereto asExhibit A. | |||
| Optional Make-Whole Redemption: | The Company or either of Rio Tinto plc or Rio Tinto Limited may redeem the Notes in whole or in part, at its or their option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as certified to the Trustee by the Company, Rio Tinto plc or Rio Tinto Limited, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points in the case of the 2016 notes, 20 basis points in the case of the 2021 notes and 20 basis points in the case of the 2040 notes, together with, in each case, accrued interest on the principal amount of the Notes to be redeemed to the date of redemption. In connection with such optional redemption the following defined terms apply:
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. | |||
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker”.
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that redemption date, as set forth in the daily statistical release designated H.15 (519) (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
“Reference Treasury Dealer” means each of J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBS Securities Inc., Morgan Stanley & Co. Incorporated, RBC Capital Markets, LLC and SG Americas Securities, LLC, and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by the Company,provided,however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue | ||||
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date.
“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, provided, however, that, if that redemption date is not an interest payment date with respect to such Notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed. On and after any redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before any redemption date, the Company shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and the Company and the Trustee and any paying agent for the Notes shall be entitled to rely on such calculation. | ||||
| Further Issues: | The Company may from time to time without the consent of the holders of the Notes create and issue further notes having the same terms and conditions as the notes so that the further issue is consolidated and forms a single series with such notes, provided that such further issue constitutes a “qualified reopening” for U.S. federal income tax purposes or such further notes are issued with not more than a de minimis amount of original issue discount for U.S. federal income tax purposes. | |||
| United States Federal Income Taxation: | The 2040 Notes should form part of a “qualified reopening” for U.S. federal income tax purposes and, therefore, should be treated as fungible with the November 2040 Notes for U.S. federal income tax purposes. | |||
| Other Terms: | The other terms of the Notes shall be substantially as set forth in the Indenture dated July 2, 2001, the Prospectus dated May 17, 2011 and the Prospectus Supplement dated May 17, 2011 relating to the Notes and the forms of the Note attached hereto asExhibit A. | |||
Dated: May 20, 2011
| /s/ Simon Bladen |
| Name: Simon Bladen |
| Title: Senior Counsel, Rio Tinto |