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 dual-listed company structure

What are the advantages of Rio Tinto's DLC structure? It delivers shareholder value.

1. 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. 

2. Above industry average shareholder returns

  • Since implementing our shareholders returns policy in 2016, we have consistently delivered cash returns to shareholders at 60% - 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 remain in the range of 40% to 60% of underlying earnings in aggregate through the cycle, as per our policy. 

3. 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 formed in 1995 and will continue to do so in the long term under the DLC structure. 
  • We expect a DLC collapse would result in a significant "wastage" of franking credits and may adversely affect the share price of a unified Rio Tinto. 
  • A unified Rio Tinto may not be able to pay fully franked dividends in the longer term, which may adversely affect the individual tax position of Australian shareholders.

4. 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 to execute strategic M&A. 

  • What are the main benefits of maintaining the DLC structure?

    Following the extensive review conducted in 2024, the Board unanimously concluded that the DLC structure continues to be effective and provide benefits to Rio Tinto and our shareholders. The DLC provides access to significant depth of liquidity through primary listings and premium index inclusion in 2 major capital markets and mining investment centres, with a pre-eminent position in the UK market. The DLC provides flexibility to raise capital, pursue strategic mergers and acquisitions (M&A), and deliver shareholder returns, as demonstrated by the Group’s history of pursuing and executing these activities. The DLC structure also enables a more efficient utilisation of franking credits.
  • Has the Board engaged thoroughly on this issue?

    The Board undertook a comprehensive review of the DLC structure during 2024 with substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY. Since that review, there have not been material changes to the underlying facts or circumstances. We have also held several meetings with Palliser Capital, including with our Chairman, Chief Executive and Chief Financial Officer, and carefully considered their perspectives. We value shareholder perspectives and have been, and will continue to engage openly with all shareholders on this topic and others. 
  • How recently has the Board undertaken a review into the DLC structure and has this review been supported by any 3rd parties? 

    The Board undertook a comprehensive review of the DLC structure during 2024 with substantial input and advice from leading external financial and legal advisers, including detailed tax analysis undertaken by professional services firm EY. Following this comprehensive review, the unanimous conclusion of the Board continues to be that the DLC structure should be retained as unification under Rio Tinto Limited would be value-destructive and against the best interests of shareholders and Rio Tinto as a whole. Since that review, there have not been material changes to the underlying facts or circumstances. The DLC structure continues to be effective and provides benefits to Rio Tinto and our shareholders.
  • Why does the Board continue to hold meetings with shareholders to discuss the DLC?

    The Board is committed to best-in-class corporate governance, including engaging with a wide range of shareholders. The Board's position on our DLC structure has not changed and is supported by the comprehensive analysis undertaken by leading external financial and legal advisers, as well as leading professional services firm EY and an overwhelming shareholder vote in support of retaining the DLC structure at the 2025 AGMs. Our focus remains on executing our strategic priorities to drive performance.

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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