Rio Tinto operates under a dual listed companies (DLC) structure. Since its formation in 1995, this cost effective structure has been designed to, in a tax efficient way, 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.

We regularly review the company structure to ensure it's providing value, and as recently as 2024, an extensive independent review was conducted. The Board unanimously concluded that the DLC structure continues to be effective and provides benefits to Rio Tinto and our shareholders. 

Benefits of a DLC structure:

Access to global markets

  • The DLC structure provides access to significant depth of liquidity in demand for, and trading of, Rio Tinto shares. This is achieved through primary listings and premium index inclusion in 2 major capital markets and mining investment centres. 

  • Rio Tinto plc has a pre-eminent position in the UK market as the default investment in the mining sector.

  • Rio Tinto plc is one of the 10 largest companies and top 5 dividend payers in the FTSE-100 index.

Provided strategic flexibility for Mergers and Acquisitions (M&A)

  • The DLC structure has enabled Rio Tinto to raise capital and execute strategic M&A, with its ability to offer equity in either Rio Tinto plc or Rio Tinto Limited to raise capital or use as share consideration in acquisitions execute strategic M&A. 

Above industry average shareholder returns

  • Since implementing our shareholder returns policy in 2016, we have consistently delivered cash returns to shareholders at the upper end of the 40% to 60% range, in line with or above key peers. 

  • Total cash returns to shareholders over the longer term are expected to be in the range of 40% to 60% of underlying earnings in aggregate through the cycle.

Franking credit tax benefits

  • The DLC structure means we can use franking credits more efficiently.

  • Rio Tinto Limited has paid fully franked dividends to shareholders since the DLC structure was formed in 1995 and will continue to do so in the long term under the DLC structure.

  • Franking credits – how they benefit Australian shareholders

    Franking credits are Australian tax credits available to shareholders because we pay Australian corporate tax on profits our Australian assets generate before we pay dividends to shareholders. 

    Rio Tinto Limited shareholders who are Australian tax residents can use franking credits to offset tax liabilities on their dividends. Those who aren’t Australian tax residents can’t use them, other than for Australian withholding tax, which most non-residents don’t pay. 

    So franking credits are effectively wasted for shareholders who aren’t Australian tax residents. 

    The DLC structure allows us to only pay franked dividends to Australian tax-resident shareholders. If we unified the structure, we’d need to attach franking credits to all dividends, meaning those paid to the 77 per cent of Rio Tinto Limited shareholders who aren’t Australian tax-residents would be “wasted”. 

    Under a unified structure, we anticipate we wouldn’t be able to pay fully franked dividends – so Australian tax-resident shareholders wouldn’t benefit from franking credits.

    Our current DLC structure vs Unified under Rio Tinto Limited

    Dual-listed company structure

Markets

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 publicly 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 371,216,214 publicly held Rio Tinto Limited ordinary shares on issue.

American Depository 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
  • Australian disclosure requirements
Under the UK Listing Authority’s Disclosure and Transparency Rules (DTRs) any shareholder of Rio Tinto plc holding 3 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 company.secretarial@riotinto.com.

The Australian Securities and Investments Commission (“ASIC”) has made various declarations1 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 associates2 with voting power of 5 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 associates2 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 associates2 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 6.17%:

Holdings of Shareholder and its associates2

Issued voting capital

% of voting capital held in individual listed entities

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

Rio Tinto plc

80,000,000

1,249,923,674

6.40%

4.93%

Rio Tinto Limited

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 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.

 

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.

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