Rio Tinto dual listed companies structure
The Rio Tinto Group consists of Rio Tinto plc, which is registered in England and Wales, and Rio Tinto Limited, which is registered in Australia.
Rio Tinto operates under a dual listed companies (DLC) structure. This structure is designed to place the shareholders of Rio Tinto plc and Rio Tinto Limited 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 Rio Tinto plc and Rio Tinto Limited 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.
Rio Tinto plc
The principal market for Rio Tinto plc shares is the London Stock Exchange with the shares trading through the Stock Exchange Electronic Trading Service (SETS) system.
Rio Tinto plc American Depositary Receipts are listed on the New York Stock Exchange.
Rio Tinto plc discloses the number of shares in issue, the number of treasury shares and the number of publically owned shares, in its monthly Total Voting Right announcement.
Rio Tinto Limited
Rio Tinto Limited shares are listed on the Australian Securities Exchange (ASX). The ASX is the principal trading market for Rio Tinto Limited shares. The ASX is a national stock exchange with an automated trading system.
There are currently 412,414,348 publicly held Rio Tinto Limited ordinary shares on issue.
American Depositary Receipts (ADRs)
Rio Tinto plc 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 Rio Tinto plc’s depositary, and on 29 April 2010. The ADRs evidence Rio Tinto plc 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 Rio Tinto plc and Rio Tinto Limited 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 Rio Tinto plc holding three per cent or more of the voting rights in Rio Tinto plc as a shareholder is required to give notice to Rio Tinto plc and the Financial Conduct Authority when that shareholding is created, ceases or is increased or decreased by a whole percentage point. The notification to Rio Tinto plc should comply with the requirements of DTR 5.8 and may be submitted to the Company by email to firstname.lastname@example.org.
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.
- Rio Tinto Limited
The modified provisions require any person and their associates with voting power of five per cent or more in Rio Tinto Limited to give notice to Rio Tinto Limited and ASX when that holding is created, ceases or is increased or decreased by at least one per cent.
- Rio Tinto plc
Further, the modified disclosure provisions also require a person and their associates to aggregate their holdings of both Rio Tinto plc and Rio Tinto Limited shares to determine if there is a requirement to disclose an interest in Rio Tinto Limited. In broad terms, these provisions require that a person’s interest in voting shares in Rio Tinto plc is taken to give rise to an interest in Rio Tinto Limited calculated as a percentage of the combined voting share capitals of Rio Tinto plc and Rio Tinto Limited.
So for example, where a shareholder and its associates hold:
- 80,000,000 voting shares in Rio Tinto plc; and
- 20,000,000 voting shares in Rio Tinto Limited,
for the purposes of the modified disclosure provisions, the holdings should be aggregated, resulting as shown below in a disclosable interest in Rio Tinto Limited of 5.53%:
These modified rules apply even if a person does not hold any shares in Rio Tinto Limited.
There is no corresponding requirement in the UK to aggregate Rio Tinto plc and Rio Tinto Limited shareholdings for the purpose of disclosure under the DTRs.
1These 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