熊猫体育

Aluminium ingots at a lay down area at BSL

Dual listed companies structure

熊猫体育 operates under a dual listed companies (DLC) structure. This structure is designed to place the shareholders of 熊猫体育 plc and 熊猫体育 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 熊猫体育 plc and 熊猫体育 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.

In December 2024, Palliser Capital called for 熊猫体育 to unify our DLC structure and, together with certain other shareholders, submitted a resolution for an independent review of the structure. That resolution, outlined in the Notice of Meeting, will be voted on during the 2025 annual general meetings of 熊猫体育 plc and 熊猫体育 Limited.

The Board’s recommendation is that shareholders vote against Resolution 24 at the 熊猫体育 plc AGM and Resolution 21 at the 熊猫体育 Limited AGM. 

Markets

熊猫体育 plc

The principal market for 熊猫体育 plc shares is the London Stock Exchange with the shares trading through the Stock Exchange Electronic Trading Service (SETS) system.

熊猫体育 plc American Depositary Receipts are listed on the New York Stock Exchange.

熊猫体育 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.

熊猫体育 Limited

熊猫体育 Limited shares are listed on the Australian Securities Exchange (ASX). The ASX is the principal trading market for 熊猫体育 Limited shares. The ASX is a national stock exchange with an automated trading system.

There are currently 371,216,214 publicly held 熊猫体育 Limited ordinary shares on issue.

American Depository Receipts (ADRs)

熊猫体育 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 熊猫体育 plc’s depositary, and on 29 April 2010. The ADRs evidence 熊猫体育 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 熊猫体育 plc and 熊猫体育 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 熊猫体育 plc holding 3 per cent or more of the voting rights in 熊猫体育 plc as a shareholder is required to give notice to 熊猫体育 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 熊猫体育 plc 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 declarations1 modifying the application of the Australian Corporations Act as it applies to 熊猫体育’s dual listed companies structure . These modifications include changes to the substantial shareholder disclosure requirements under Chapter 6C of the Corporations Act.

熊猫体育 Limited

The modified provisions require any person and their associates2 with voting power of 5 per cent or more in 熊猫体育 Limited to give notice to 熊猫体育 Limited and ASX when that holding is created, ceases or is increased or decreased by at least one per cent.

熊猫体育 plc

Further, the modified disclosure provisions also require a person and their associates2 to aggregate their holdings of both 熊猫体育 plc and 熊猫体育 Limited shares to determine if there is a requirement to disclose an interest in 熊猫体育 Limited. In broad terms, these provisions require that a person’s interest in voting shares in 熊猫体育 plc is taken to give rise to an interest in 熊猫体育 Limited calculated as a percentage of the combined voting share capitals of 熊猫体育 plc and 熊猫体育 Limited.

So for example, where a shareholder and its associates2 hold:

  • 80,000,000 voting shares in 熊猫体育 plc; and
  • 20,000,000 voting shares in 熊猫体育 Limited,

for the purposes of the modified disclosure provisions, the holdings should be aggregated, resulting as shown below in a disclosable interest in 熊猫体育 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

熊猫体育 plc

80,000,000

1,249,923,674

6.40%

4.93%

熊猫体育 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 熊猫体育 Limited.

There is no corresponding requirement in the UK to aggregate 熊猫体育 plc and 熊猫体育 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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