ÌÇÐÄvlogÈë¿Ú

Aluminium ingots at a lay down area at BSL

Dual listed companies structure

ÌÇÐÄvlogÈë¿Úoperates under a dual listed companies (DLC) structure. This structure is designed to place the shareholders of ÌÇÐÄvlogÈë¿Úplc and ÌÇÐÄvlogÈë¿ÚLimited in substantially the same position as if they held shares in a single entity owning all of the assets of both companies.

Under the DLC structure, the businesses of ÌÇÐÄvlogÈë¿Úplc and ÌÇÐÄvlogÈë¿ÚLimited are managed together, the boards of directors of each Company are the same, and shareholders of each Company have a common economic interest in the DLC structure.

Markets

ÌÇÐÄvlogÈë¿Úplc

The principal market for ÌÇÐÄvlogÈë¿Úplc shares is the London Stock Exchange with the shares trading through the Stock Exchange Electronic Trading Service (SETS) system.

ÌÇÐÄvlogÈë¿Úplc American Depositary Receipts are listed on the New York Stock Exchange.

ÌÇÐÄvlogÈë¿Úplc discloses the number of shares in issue, the number of treasury shares and the number of publicly owned shares, in its monthly Total Voting Right announcement.

ÌÇÐÄvlogÈë¿ÚLimited

ÌÇÐÄvlogÈë¿ÚLimited shares are listed on the Australian Securities Exchange (ASX). The ASX is the principal trading market for ÌÇÐÄvlogÈë¿ÚLimited shares. The ASX is a national stock exchange with an automated trading system.

There are currently 371,216,214 publicly held ÌÇÐÄvlogÈë¿ÚLimited ordinary shares on issue.

American Depository Receipts (ADRs)

ÌÇÐÄvlogÈë¿Úplc has a sponsored ADR facility with JPMorgan Chase Bank NA (JPMorgan) under a Deposit Agreement, dated 13 July 1988, as amended on 11 June 1990, as further amended and restated on 15 February 1999, 18 February 2005 when JPMorgan became ÌÇÐÄvlogÈë¿Úplc’s depositary, and on 29 April 2010. The ADRs evidence ÌÇÐÄvlogÈë¿Úplc American Depositary Shares (ADS), each representing one ordinary share. The shares are registered with the US Securities and Exchange Commission (SEC), are listed on the NYSE and are traded under the symbol RIO.

Substantial shareholder disclosure requirements

There are disclosure requirements in the UK and Australia applying to holders of substantial shareholdings in ÌÇÐÄvlogÈë¿Úplc and ÌÇÐÄvlogÈë¿ÚLimited respectively. These requirements are summarised below.

The particular application of these requirements will depend on matters specific to the shareholding and the shareholder’s circumstances. If a holder is unclear on the application of these requirements, it is recommended they seek legal advice.

UK disclosure requirements

Under the UK Listing Authority’s Disclosure and Transparency Rules (DTRs) any shareholder of ÌÇÐÄvlogÈë¿Úplc holding 3 per cent or more of the voting rights in ÌÇÐÄvlogÈë¿Úplc as a shareholder is required to give notice to ÌÇÐÄvlogÈë¿Úplc and the Financial Conduct Authority when that shareholding is created, ceases or is increased or decreased by a whole percentage point. The notification to ÌÇÐÄvlogÈë¿Úplc should comply with the requirements of DTR 5.8 and may be submitted to the Company by email to company.secretarial@riotinto.com.

Australian disclosure requirements

The Australian Securities and Investments Commission (“ASIC”) has made various declarations modifying the application of the Australian Corporations Act as it applies to Rio Tinto’s dual listed companies structure . These modifications include changes to the substantial shareholder disclosure requirements under Chapter 6C of the Corporations Act.

ÌÇÐÄvlogÈë¿ÚLimited

The modified provisions require any person and their associates with voting power of 5 per cent or more in ÌÇÐÄvlogÈë¿ÚLimited to give notice to ÌÇÐÄvlogÈë¿ÚLimited and ASX when that holding is created, ceases or is increased or decreased by at least one per cent.

ÌÇÐÄvlogÈë¿Úplc

Further, the modified disclosure provisions also require a person and their associates to aggregate their holdings of both ÌÇÐÄvlogÈë¿Úplc and ÌÇÐÄvlogÈë¿ÚLimited shares to determine if there is a requirement to disclose an interest in ÌÇÐÄvlogÈë¿ÚLimited. In broad terms, these provisions require that a person’s interest in voting shares in ÌÇÐÄvlogÈë¿Úplc is taken to give rise to an interest in ÌÇÐÄvlogÈë¿ÚLimited calculated as a percentage of the combined voting share capitals of ÌÇÐÄvlogÈë¿Úplc and ÌÇÐÄvlogÈë¿ÚLimited.

So for example, where a shareholder and its associates hold:

  • 80,000,000 voting shares in ÌÇÐÄvlogÈë¿Úplc; and
  • 20,000,000 voting shares in ÌÇÐÄvlogÈë¿ÚLimited,

for the purposes of the modified disclosure provisions, the holdings should be aggregated, resulting as shown below in a disclosable interest in ÌÇÐÄvlogÈë¿ÚLimited of 6.17%:

Holdings of Shareholder and its associates

Issued voting capital

% of voting capital held in individual listed entities

Voting capital in each entity as a % of combined voting share capital

ÌÇÐÄvlogÈë¿Úplc

80,000,000

1,249,923,674

6.40%

4.93%

ÌÇÐÄvlogÈë¿ÚLimited

20,000,000

371,216,214

5.39%

1.23%

Aggregated

1,621,139,888

6.17%

These modified rules apply even if a person does not hold any shares in ÌÇÐÄvlogÈë¿ÚLimited.

There is no corresponding requirement in the UK to aggregate ÌÇÐÄvlogÈë¿Úplc and ÌÇÐÄvlogÈë¿ÚLimited shareholdings for the purpose of disclosure under the DTRs.

  • Footnotes

    1 These declarations are set out in ASIC instruments numbered 01/1038, 01/1039, 01/1040 and 01/1041, which were gazetted by ASIC on 28 August 2001.

    2As defined in Division 2 of Part 1.2 of the Corporations Act, as modified by ASIC instrument 01/1038.