FORM 425

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 an investor presentation that was given by Marius Kloppers, Chief Executive Officer, BHP Billiton.


BHP Billiton Offer for Rio Tinto
6 February 2008
Marius Kloppers
Chief Executive Officer


Slide 2
6 February 2008
Disclaimer
This document has been prepared by BHP Billiton Ltd and BHP Billiton Plc (“BHP Billiton") and comprises the written materials/slides for a presentation concerning BHP Billiton's
offer for Rio Tinto Ltd and Rio Tinto plc (“Rio Tinto”). By reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of 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.
This presentation is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation
of any offer to sell or otherwise dispose of, purchase or subscribe for, any securities, nor does it constitute investment advice, nor shall it or any part of it nor the fact of its
distribution form the basis of, or 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.
Information about Rio Tinto is based on public information which
has not been independently verified.
Certain statements in this presentation are forward-looking statements.  The forward-looking statements include 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 forward-looking statements speak only as at the date of this presentation.  These statements are based on current expectations and beliefs 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 from
any expected future results, performance or achievements expressed or implied by such forward-looking statements.  The forward-looking statements are based on 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 may or may not prove to be correct.
There are a number of factors that could cause actual results  or  performance to differ materially from those expressed or implied in the forward-looking statements.  Factors that
could cause actual results or performance to differ materially from those described 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, as well as additional factors such as changes in global, political, economic, business, competitive, market or
regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or dispositions and the outcome of litigation and government actions. 
Additional risks and factors that could cause BHP Billiton results to differ materially from those described in the forward-looking statements can be found in BHP Billiton's filings
with the US Securities and Exchange Commission ("SEC"), including BHP Billiton's Annual Report on Form 20-F for the fiscal year-ended June 30, 2007, and Rio Tinto’s
and
Alcan's filings with the SEC, including Rio Tinto’s
Annual Report on Form 20-F for the fiscal year-ended December 31, 2006 and Alcan’s Annual Report on Form 20-F for the
fiscal year-ended December 31, 2006, which are available at the SEC's
website
(http://www.sec.gov).  Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.  The information and opinions expressed in this presentation are subject to change without notice and BHP Billiton
expressly
disclaims
any
obligation
(except
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)
or
undertaking
to
disseminate
any
updates
or
revisions
to
any
forward-looking
statements
contained
herein
to
reflect
any
change
in
BHP
Billiton’s
expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
BHP Billiton Offer for Rio Tinto


Slide 3
6 February 2008
Disclaimer
(continued)
None
of
the
statements
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.
Information Relating to the US Offer for Rio Tinto plc
BHP Billiton plans to register the offer and sale of securities it would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders by filing with the SEC a
Registration Statement (the “Registration Statement”), which will contain a prospectus (“Prospectus”), as well as other relevant materials.  No such materials have yet been
filed.  This communication is not a substitute for any Registration Statement or Prospectus that 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
ANY
REGISTRATION
STATEMENT, 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 will be 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), once such documents are filed with the SEC.  Copies of such documents may also be obtained from BHP Billiton without charge,
once they are filed with the SEC.
Information for US Holders of Rio Tinto Ltd Shares
BHP Billiton Ltd is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Ltd Offer.  Accordingly, Rio Tinto Ltd
shareholders should carefully consider the following:
The Rio Tinto Ltd 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 Ltd 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 judgement.
You should be aware that BHP Billiton may purchase securities of
either Rio Tinto plc or Rio Tinto Ltd otherwise than under the
exchange offer, such as in open market or
privately negotiated purchases.
References in this presentation to “$”
are to United States dollars unless otherwise specified.
BHP Billiton Offer for Rio Tinto


Slide 4
6 February 2008
Background to the offer
Early 2007:  BHP Billiton discussed a merger of equals. This concept was rejected
by Rio Tinto
1 November 2007:  BHP Billiton made a confidential proposal to combine the
companies.  Rio Tinto rejected the proposal and refused to enter
discussions
8 November 2007:  BHP Billiton confirmed it had approached Rio Tinto with a proposal
12 November 2007:  BHP Billiton announced the proposal following
market speculation. 
Since then:
Global roadshow has indicated a clear understanding of the industrial logic of the
combination
Rio Tinto has refused to engage to discuss the proposal
21 December 2007:  BHP Billiton required to “put up or shut up”
by 6 February 2008
1 February 2008:  Chinalco
acquires a c.12% stake in Rio Tinto plc
6 February 2008:  BHP Billiton is announcing offers for all of the outstanding shares of
Rio Tinto
BHP Billiton Offer for Rio Tinto


Slide 5
6 February 2008
BHP Billiton offer for Rio Tinto
Rio Tinto plc Offer:
Rio Tinto plc shareholders will receive 3.4 BHP Billiton shares for every Rio Tinto plc share held
80% in BHP Billiton Plc shares
20% in BHP Billiton Ltd shares
Separate US offer (which forms part of the Rio Tinto plc Offer) to:
US resident shareholders of Rio Tinto plc shares
All holders of Rio Tinto plc ADRs
UK CGT rollover relief expected to be available for UK resident shareholders accepting the Rio
Tinto plc Offer if there are approximately 70% acceptances under
the Rio Tinto plc Offer
Rio Tinto Ltd Offer:
Rio Tinto Ltd shareholders will receive 3.4 BHP Billiton Ltd shares for every Rio Tinto Ltd share
held
If
compulsory
acquisition
is
reached
in
the
Rio
Tinto
Ltd
Offer,
then
Australian
CGT
rollover
relief
is expected to be available for Australian resident shareholders
accepting the Rio Tinto Ltd
Offer
(a)
With a “mix and match”
facility
Notes:
a)
To
reach
the
compulsory
acquisition
thresholds
in
respect
of
Rio
Tinto
Ltd,
some
or
all
of
the
Rio
Tinto
plc
holding
in
Rio
Tinto
Ltd
will
need
to
be
accepted
into
the
Rio
Tinto
Ltd
Offer
by
Rio
Tinto
plc
or
ASIC
will
need
to
provide
relief
from the Australian Corporations Act.  ASIC has indicated that it would consider an application for this relief, if it becomes apparent that the Rio Tinto plc holding is having a clear defensive effect.
BHP Billiton Offer for Rio Tinto


Slide 6
6 February 2008
BHP Billiton offer for Rio Tinto
Offers are inter-conditional
Subject to pre-conditions relating to certain anti-trust clearances in the EU, the US,
Australia, Canada and South Africa and FIRB approval in Australia
Conditional on more than 50% acceptances in respect of publicly-held shares
Subject to BHP Billiton shareholder approval and other terms and
conditions set out in the
offer announcement
Maintenance of BHP Billiton’s progressive dividend policy
Proposed initial share buyback of up to US$30bn following completion if the offer is
successful
(a)
Buyback
and
any
refinancing
of
Rio
Tinto’s
borrowings
to
be
funded
through
a
combination
of
a
US$55bn
committed
bank
financing
facility,
cash
flow
from
operations,
asset disposal proceeds and, if required, debt financing
Target single A credit rating
DLC structure maintained
Notes:
a)
i.e. if BHP Billiton acquires 100% of the shares in Rio Tinto Limited and Rio Tinto plc on the3.4:1 offer terms announced today.
BHP Billiton Offer for Rio Tinto


Slide 7
6 February 2008
Unlocking value –
Why a combination with Rio Tinto?
Combined entity will have a unique portfolio of tier 1 assets
Enhanced ability to optimise
and high-grade portfolio
Greater diversity and reduced value at risk
Combination makes sense in both a rising and a falling market
Uniquely
positioned
to
meet
the
growing
demands
of
the
global
economy
largely
driven
by
China growth
Expected
material
quantifiable
synergies
and
financial
benefits
unique
to
this
combination
(a)
US$1.7bn nominal per annum from cost savings
US$2.0bn additional nominal per annum primarily from volume acceleration
Other combination benefits
Broader stakeholders will benefit
Customers –
more product, more quickly and more efficiently
Communities, employees and developing countries
BHP Billiton Offer for Rio Tinto
Notes:
a)
Estimated
incremental
EBITDA
based
on
publicly
available
information.
To
be
read
in
conjunction
with
the
notes
in
Appendix
IV
of
BHP
Billiton’s
announcement
dated
6-Feb-2008.
Full
run
rate
synergies
expected
by
year
7.


Slide 8
6 February 2008
1.9x
2.1x
2.3x
2.5x
2.7x
2.9x
3.1x
3.3x
3.5x
1-Jan-07
4-Mar-07
5-May-07
6-Jul-07
6-Sep-07
7-Nov-07
Nil premium exchange ratio
Offer
Average since Alcan offer
3.4
2.4
Pre-approach the fair value share exchange ratio was 2.4:1
Exchange ratio
Source: Datastream
Note: 2:4 to 1 average exchange ratio assumes 100% BHP Billiton Ltd shares for each Rio Tinto Ltd share and BHP Billiton shares for each Rio Tinto plc share consisting of 80% BHP Billiton Plc shares and 20% BHP
Billiton
Ltd
shares.
Average
represents
period
between
Rio
Tinto
offer
for
Alcan
(12-Jul-2007)
and
BHP
Billiton
approach
to
Rio
Tinto
Board
(1-Nov-2007).
Shares
outstanding
as
at
31-Oct-2007.
Rumours of a
potential BHP Billiton  bid
Rumours of Rio Tinto
offer for Alcan
Rio Tinto offer
for Alcan
BHP Billiton confirms
approach to Rio Tinto Board
Rio Tinto
2006 results
BHP Billiton
2007 Results
Rio Tinto
1H 2007 Results
BHP Billiton Offer for Rio Tinto


Slide 9
6 February 2008
Change
in
Rio
Tinto
market
capitalisation
relative
to
index
(a)(b)
(US$bn)
Source: Datastream
a)
The mining index represents all mining companies with a market capitalisation over US$20bn on 7-Nov-2007, excluding Xstrata, precious metals and Shanghai-listed companies.  Index comprises Alcoa, Anglo American,
Freeport
McMoRan,
Norilsk
Nickel,
Southern
Copper,
Teck
Cominco
and
Vale.
b)
Chart represents the sum of the change in market capitalisation of each of Rio Tinto plc and Rio Tinto Ltd at each date to 31-Jan-2008 relative to its market capitalisation on 7-Nov-2007, in respect of Rio Tinto plc, and 8-Nov-
2007,
in
respect
of
Rio
Tinto
Ltd,
adjusted
by
the
movement
in
the
mining
index
from
7-Nov-2007
to
that
date
and
converted
to
US$
at
the
spot
exchange
rate
for
that
date. 
Change in Rio Tinto market capitalisation relative to index
BHP Billiton Offer for Rio Tinto
0
10
20
30
40
50
60
7-Nov-07
24-Nov-07
11-Dec-07
28-Dec-07
14-Jan-08
31-Jan-08
Change in Rio Tint
market ca
26-Nov:
Rio Tinto Investor
Presentation
12-Dec:
BHP Billiton Investor
Presentation
15-Jan:
Day one of Rio Tinto
Pilbara media visit
8-Nov:
BHP Billiton
confirms approach
to Rio Tinto


Slide 10
6 February 2008
The background to our offer
All share consideration –
relative value matters, not absolute value
BHP Billiton has outperformed Rio Tinto based on total shareholder return since the
establishment of the BHP Billiton DLC
Prior to BHP Billiton’s approach on 1 November 2007 we believe Rio Tinto was fairly valued
by the market relative to BHP Billiton
A responsible offer
Compelling offer for Rio Tinto shareholders
Delivering value to BHP Billiton shareholders
BHP Billiton Offer for Rio Tinto


Slide 11
6 February 2008
3.4:1 is a compelling value uplift for Rio Tinto shareholders
SER = 3.4:1 up from 2.4:1
(a)
44% of the combined company, up
from 36%
(a)
We believe that in the absence of our
offer this value uplift is simply not
available to Rio Tinto shareholders on
a standalone basis
Source: Datastream.
a)
Implied
ratio
of
2.4:1
and
36%
holding
of
combined
group
based
on
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
closing
share
prices
of
£18.31
and
A$46.10,
Rio
Tinto
plc
and
Rio
Tinto
Ltd
closing
share
prices
of
£44.90
and
A$110.00,
respectively
and
exchange
rates
of
2.077
US$/£
and
0.927
US$/A$
as
at
31-Oct-2007.
BHP
Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio
Tinto
plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
31-Oct-2007.
Calculated
before
proposed
initial
share
buyback;
assumes
that
all
Rio
Tinto
options
estimated
to
be
outstanding
as
at
31-Oct-2007
are
exercised
with
exercise
price
cash
settled
and
resulting
Rio
Tinto
shares
exchanged
for
BHP
Billiton
shares.
Chart
commences
day
prior
to
announcement
of
Rio
Tinto’s
offer
for
Alcan.
Relative
market
capitalisation
(a)
BHP Billiton Offer for Rio Tinto
34%
36%
38%
40%
42%
44%
46%
11-Jul-07
8-Aug-07
5-Sep-07
3-Oct-07
31-Oct-07
Offer
Relative Market Capitalisation
44%
36%


Slide 12
6 February 2008
45%
32%
30%
28%
27%
10%
25%
5%
Median: 27%(d)
3.4:1
is a compelling value uplift for Rio Tinto shareholders
45% premium to the combined
volume weighted average market
capitalisation
(a)
21% premium to the combined
market capitalisation based on
closing share prices on
4 February 2008
(b)
We believe that in the absence of our
offer this value uplift is simply not
available to Rio Tinto shareholders
on a standalone basis
Precedent mega cap resources all stock transactions
(Premium, %)
(c)
BHP Billiton Offer for Rio Tinto
Source: SDC, company filings and press articles.
a)
Premium
based
on
the
combined
volume-weighted
market
capitalisation
of
Rio
Tinto
based
on
the
volume-weighted
average
closing
share
prices
over
the
month
ended
31-Oct-2007
of
£43.09
and
A$109.20
for
Rio
Tinto
plc
and
Rio
Tinto
Ltd
respectively
and
volume-weighted
average
closing
share
prices
over
the
month
ended
31-Oct-2007
of
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
of
£17.99
and
A$45.77
respectively.
Based
on
BHP
Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio
Tinto
plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
9-Nov-2007
and
exchange
rates
of
2.077
US$/£
and
0.927
US$/A$
as
at
31-Oct-2007.
b)
Premium
based
on
the
combined
market
capitalisation
of
Rio
Tinto
based
on
the
closing
share
prices
of
Rio
Tinto
plc
of
£43.50
on
7-Nov-2007
and
Rio
Tinto
Ltd
of
A$113.40
on
8-Nov-2007
and
closing
share
prices
of
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
of
£16.49
and
A$39.32
respectively
on
4-Feb-2008.
Based
on
BHP
Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio
Tinto
plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
4-Feb-2008
and
exchange
rates
of
1.976
US$/£
and
0.910
US$/A$
as
at
4-Feb-2008.
c)
Includes
all
resources
transactions
over
US$20B
from
1-Jan-1980
to
31-Jan-2008
with
all
stock
consideration,
excluding
Royal
Dutch
Shell
unification
and
Statoil
/
Norsk
Hydro.
Offer
premium
based
on
the
one
month
VWAP
of
each
acquirer
and
target
ending
on
the
last
undisturbed
trading
day
for
the
target.
d)
Median excludes BHP Billiton / Rio Tinto.


Slide 13
6 February 2008
Transaction is value enhancing for BHP Billiton shareholders
Pro-rata exposure to post combination synergies
Quantified
incremental
EBITDA
expected
to
grow
to
estimated
US$3.7B
(a)
per
annum
Strengthened asset portfolio and future growth and growth options
Cash
flow
per
share
accretive
from
the
first
full
fiscal
year
following
completion
(b)
Earnings
per
share
accretive
from
the
first
full
fiscal
year
following
completion
(c)
Opportunity
to
participate
in
the
proposed
initial
share
buyback
of
up to
US$30B
(d)
Progressive dividend policy to be maintained
Benefits only achievable by this combination
Notes: 
a)
Full run rate synergies expected to be achieved by Year 7. Nominal terms assumes US inflation of 2.5%.
b)
After adjusting for the proposed share buyback.
c)
After
adjusting
for
the
proposed
share
buyback
and
excluding
depreciation
on
the
write-up
of
Rio
Tinto’s
assets.
d)
Assumes BHP Billiton acquires 100% of the shares in Rio Tinto Ltd and Rio Tinto plc.
BHP Billiton Offer for Rio Tinto


Slide 14
6 February 2008
Regulatory approvals
Posting of offer documentation is subject to pre-conditions relating to certain anti-trust
clearances
in
the
EU,
the
US,
Australia,
Canada
and
South
Africa
and
FIRB
approval
in
Australia
Necessary
regulatory
reviews
expected
to
be
completed
during
the
second
half
of
2008
Pre-notification discussions are in progress with the European Commission
Formal notification expected to be filed with the European Commission in the first quarter of
2008
Transaction timetable incorporates scope for EU merger control process to involve Phase II
investigation completing in the second half of 2008
Preliminary contacts made with relevant anti-trust authorities in the US, Australia, Canada and
South Africa and formal notifications will be filed in those jurisdictions in due course
Following detailed analysis, BHP Billiton believes regulatory concerns can be addressed without
meaningfully impacting the benefits of the combination
BHP Billiton Offer for Rio Tinto


Slide 15
6 February 2008
BHP Billiton –
Superior production growth has
delivered superior returns for shareholders
Notes:
a)
Source: Rio Tinto production numbers sourced from 2006 Annual and 2007 Half-Year Reports. Note: Production shown for the comparable 12 months ending 30-June for both BHP Billiton and Rio Tinto. Converted to copper
equivalent
units
using
BHP
Billiton
FY2007
average
realised
prices
and
BHP
Billiton
estimates.
Excludes
production
from
sold/ceased
operations.
Production
growth
does
not
include
production
for
the
six
month
period
ending
31-Dec-2007.
b)
Source:
Datastream
and
financial
reports
and
company
filings
of
BHP
Billiton
and
Rio
Tinto.
Market
capitalisation
based
on
shares
outstanding
and
share
price
as
at
the
dates
shown.
In
addition,
over
the
period
from
29-Jun-2001
to
31-Oct-2007,
BHP
Billiton
undertook
share
buybacks
of
US$11.4bn
and
Rio
Tinto
undertook
share
buybacks
of
US$4.8bn
and
paid
a
special
dividend
of
US$1.5bn
in
2006.
Production
growth
(a)
(Index: FY2001 production = 100)
100
110
120
130
140
150
160
170
FY01
FY02
FY03
FY04
FY05
FY06
FY07
BHP Billiton
8% CAGR
Rio Tinto
4% CAGR
Market
capitalisation
(b)
(US$bn)
BHP Billiton Offer for Rio Tinto
0
30
60
90
120
150
180
210
240
BHP Billiton
CAGR: 37%
Rio Tinto
CAGR: 29%
US$230bn
US$31bn
US$122bn
US$24bn


Slide 16
6 February 2008
Summary
BHP Billiton approached Rio Tinto on 1 November 2007 and considers that pre-approach
the companies’
market capitalisations
demonstrated fair relative value
This
fair
value
is
represented
by
a
SER
of
2.4:1,
with
Rio
Tinto
shareholders
entitled
to
36% of the combination
(a)
Since the date of the proposal and the subsequent announcement of the proposal terms
Global roadshows
have confirmed shareholders have a clear understanding of the
compelling industrial logic of the deal
Nothing has changed BHP Billiton’s view on relative fair trading value
BHP
Billiton
is
now
directly
offering
Rio
Tinto
shareholders
a
material
45%
(b)
premium
for
control,
continued
participation
in
the
combined
company,
and
an
opportunity
to
capture
a
pro rata share of the unique value unlocked by the combination
This offer is compelling for Rio Tinto shareholders
Notes:
a)
Implied
ratio
of
2.4:1
and
36%
holding
of
combined
group
based
on
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
closing
share
prices
of
£18.31
and
A$46.10,
Rio
Tinto
plc
and
Rio
Tinto
Ltd
closing
share
prices
of
£44.90
and
A$110.00,
respectively
and
exchange
rates
of
2.077
US$/£
and
0.927
US$/A$
as
at
31-Oct-2007.
BHP
Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio
Tinto
plc’s
shareholding in Rio Tinto Ltd) as at 31-Oct-2007. Calculated before proposed initial share buyback; assumes that all Rio Tinto options estimated to be outstanding as at 31-Oct-2007 are exercised with exercise price cash settled and
resulting Rio Tinto shares exchanged for BHP Billiton shares.
b)
Premium based on the combined volume-weighted market capitalisation of Rio Tinto based on the volume-weighted average closing share prices over the month ended 31-Oct-2007 of £43.09 and A$109.20 for Rio Tinto plc and Rio
Tinto Ltd respectively and volume-weighted average closing share prices over the month ended 31-Oct-2007 of BHP Billiton Plc and BHP Billiton Ltd of £17.99 and A$45.77 respectively. Based on BHP Billiton and Rio Tinto issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio
Tinto
plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
9-Nov-2007
and
exchange
rates
of
2.077
US$/£
and
0.927
US$/A$
as
at
31-Oct-2007.
BHP Billiton Offer for Rio Tinto


Appendix


Slide 18
6 February 2008
Indicative timetable 
Event
Date
Satisfaction of regulatory approval pre-conditions
Second half of 2008
Posting of offer documents for Rio Tinto plc Offer and
Rio Tinto Ltd Offer to shareholders
Day 0
(Within 28 days after the pre-conditions
are satisfied)
Last date for fulfilment of minimum acceptance condition in Rio Tinto
plc Offer
Day 60
Last date for fulfilment of all conditions to the Rio Tinto plc Offer
and all conditions to the Rio Tinto Ltd Offer (because offers
are inter-conditional)
Day 81
First date for delivery of consideration under the offers
Within 14 days after the offers become wholly
unconditional
BHP Billiton Offer for Rio Tinto