- Amended Statement of Beneficial Ownership (SC 13D/A)
March 04 2010 - 1:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
(CUSIP Number)
Ben Mathews
Rio Tinto plc
2 Eastbourne Terrace
London W2 6LG
United Kingdom
+44 (0) 20 7781 2058
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
with a copy to:
George Sampas
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
United States
(212) 558 4000
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be
filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (
Act
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
46579N
|
SCHEDULE 13D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rio Tinto
plc
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(See Item 4)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
England and Wales
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
272,931,578 common shares (see Items 3 and 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
272,931,578 common shares (see Items 3 and 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
272,931,578 common shares (see Items 3 and 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
44.0 per cent (see Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC, CO
|
Page 2 of 12 Pages
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
46579N
|
SCHEDULE 13D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rio Tinto International Holdings Limited
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
(See
Item 4)
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
England and Wales
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
272,931,578 common shares (see Items 3 and 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
272,931,578 common shares (see Items 3 and 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
272,931,578 common shares (see Items 3 and 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
44.0 per cent (see Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
Page 3 of 12 Pages
TABLE OF CONTENTS
Item 1. Security and Issuer.
This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D
originally filed by Rio Tinto plc (
Rio Tinto
) and Rio Tinto International Holdings
Limited (
RTIH
) on November 3, 2006 and amended on September 12, 2007, October 26, 2007,
January 7, 2008, April 10, 2008 and October 30, 2009 (as amended and supplemented, the
Schedule 13D
) with
the Securities and Exchange Commission (the
SEC
), relating to the common shares, without
par value (the
Shares
), of Ivanhoe Mines Ltd., a corporation continued under the laws of
the Yukon Territory, Canada (the
Company
).
Item 3. Source and Amount of Funds or Other Consideration.
The following section is added to the end of Item 3 of the Schedule 13D:
On February 26, 2010, RTIH and Rio Tinto Alcan Pte Ltd. (
Rio Alcan
), a wholly-owned
subsidiary of Rio Tinto, entered into a legally binding heads of agreement with the Company and certain others
pursuant to which Rio Alcan has agreed to acquire 15,000,000 Shares (the
Equipment Sale Shares
), representing upon issuance
2.7% of the outstanding Shares, at a price of Cdn$16.31 per Share for total consideration of Cdn$244,650,000 (the
Acquisition
). The Shares
are to be issued by the Company to Rio Alcan in satisfaction of the purchase price for the purchase by the Company from Rio Alcan of certain key mining
and milling equipment (and the contractual right to delivery of certain other equipment which has not yet been fully constructed) for the OT Project.
The equipment and contractual rights were originally acquired by Rio Alcan from the Company in 2008. By acquiring the
equipment at that time, Rio Alcan provided the Company with the funds necessary for the ongoing development of the OT
Project and maintained the critical long lead manufacturing time for the equipment.
The issuance of the Equipment Sale Shares will be subject to the written acceptance of the Toronto Stock
Exchange, including the fulfillment of any conditions precedent to such acceptance. If one of such conditions precedent
is approval of the issuance of such Shares by the shareholders of the Company, Mr. Robert M. Friedland, currently the
largest shareholder of the Company, has agreed to vote his Shares in favor of the transaction.
Page 4 of 12 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows.
The responses of Rio Tinto and RTIH to Rows (11) through (13) of the cover pages of this
Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this
Item 5.
Pursuant to the Private Placement Agreement, on the First Closing Date, RTIH acquired 37,089,883
Shares, representing upon completion 9.95 per cent of the Companys outstanding Shares, and on the
Second Closing Date, RTIH acquired an additional 46,304,473 Shares. The Shares acquired were
originally intended to produce an aggregate interest of 19.9 per cent of the Companys outstanding
Shares but, as a result of Share issues under employee share plans, the aggregate interest has been
diluted to 19.7 per cent of the Companys outstanding Shares. Pursuant to RTIHs anti-dilution rights under the
Private Placement Agreement (as described in Item 4), RTIH also
acquired on December 4, 2008 an additional 243,772 Shares and warrants which are exercisable to
purchase an additional 1,440,406 Shares at a price of Cdn$3.1465 per share.
Also pursuant to the Private Placement Agreement,
on the First Closing Date, RTIH acquired the
Series A Warrants and the Series B Warrants which are exercisable to purchase an additional
92,053,044 Shares. On the Funding Date, RTIH acquired the Series C Warrants which, pursuant to the
Funding Proportion,
3
are currently exercisable to purchase an additional 35,000,000
Shares. As of March 1, 2010, the Loan Amount was convertible into a maximum of an additional
45,800,000 Shares at a price of $10.00 per Share upon
maturity.
4
Pursuant to the Acquisition, Rio Alcan has agreed to acquire 15,000,000 Shares, representing
upon issuance 2.7% of the outstanding Shares, subject to the written acceptance of the Toronto
Stock Exchange, including the fulfillment of any conditions precedent to such acceptance.
Therefore, each of Rio Tinto, RTIH and Rio Alcan is deemed to beneficially own 272,931,578 Shares
which, assuming the exercise of all the Series A Warrants, Series B Warrants, Series C Warrants and
Anti-Dilution Warrants, the conversion of the Loan Amount into a maximum of an additional
45,800,000 Shares and the completion of the Acquisition, in addition to the 37,089,883 Shares
acquired by RTIH on the First Closing Date and the 46,304,473 Shares acquired by RTIH on the Second
Closing Date, would represent 44.0 per cent of the Companys outstanding Shares on a fully diluted
basis.
|
|
|
3
|
|
As at March 1, 2010, the Funding Proportion is one,
which is equal to the lesser of one and the result obtained by dividing (i)
$350 million, the total drawdown under the Facility, by (ii) $350 million
|
4
|
|
The Loan Amount bears interest at LIBOR plus 3.5 per cent and matures on September 12, 2010.
The principal amount of $350,000,000 and up to $108,000,000 in interest automatically converts into a maximum of
45.8 million Shares at a price of $10.00 per share upon maturity. Based on current interest rates, the amount may
approximate 405,000,000, or approximately 40,500,000 Shares, on conversion.
|
Page 5 of 12 Pages
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by
each of Rio Tinto and RTIH is based on 378,379,726 Shares outstanding
as of September 30, 2009, as
contained in the Companys Quarterly Financial Report for the
Three and Nine Months Ended September 30, 2009.
In addition, the Shares deemed
beneficially owned by each of Rio Tinto and RTIH with respect
to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole
dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9
and 10, respectively, of the cover page of this Schedule 13D relating to such person.
Except as disclosed in this Schedule 13D, neither Rio Tinto nor RTIH nor, to the best of their
knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the
right to acquire any Shares.
Except as disclosed in this Schedule 13D, neither Rio Tinto nor RTIH nor, to the best of their
knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to
direct the vote or to dispose or direct the disposition of any of the Shares which they may be
deemed to beneficially own.
Except as disclosed in this Schedule 13D, neither Rio Tinto nor RTIH nor, to the best of their
knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the
Shares during the past 60 days.
To the best knowledge of Rio Tinto and RTIH, no other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by Rio Tinto and RTIH.
Item 7. Materials to be Filed as Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
A
|
|
Joint Filing Agreement between Rio Tinto plc and Rio Tinto
International Holdings Limited
|
Page 6 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated:
March 4, 2010
|
|
|
|
|
|
Rio Tinto plc
|
|
|
/s/
Ben Mathews
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Ben Mathews / Secretary
|
|
|
Name/Title
|
|
|
|
|
|
|
|
|
Rio Tinto International Holdings Limited
|
|
|
/s/ Ben Mathews
|
|
|
Signature
|
|
|
|
|
|
|
|
|
Ben Mathews / Director
|
|
|
Name/Title
|
|
|
|
|
Page 7 of 12 Pages
SCHEDULE A
The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its
entirety with the information below:
Rio Tinto plc
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
Present Principal
|
|
|
|
|
Name
|
|
Occupation
|
|
Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan du Plessis
|
|
Chairman of Rio Tinto
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Tom Albanese
|
|
Chief Executive of
Rio Tinto
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United States of
America
|
|
|
|
|
|
|
|
Guy Elliott
|
|
Finance Director of
Rio Tinto
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Sam Walsh
|
|
Chief Executive of
the Iron Ore Group
|
|
120 Collins Street
Melbourne Victoria 3000
Australia
|
|
Australia
|
|
|
|
|
|
|
|
Sir David Clementi
|
|
Company Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Vivienne Cox
|
|
Company Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Sir Rod Eddington
|
|
Company Director
|
|
120 Collins Street
Melbourne
Victoria 3000
Australia
|
|
Australia
|
|
|
|
|
|
|
|
Mike Fitzpatrick
|
|
Company Director
|
|
120 Collins Street
Melbourne
Victoria 3000
Australia
|
|
Australia
|
|
|
|
|
|
|
|
Yves Fortier
|
|
Company Director
|
|
1188 Sherbrooke Street
West, Montreal, Quebec
H3A 3G2, Canada
|
|
Canada
|
|
|
|
|
|
|
|
Ann
Godbehere
|
|
Company Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Canada
and United Kingdom
|
Page 8 of 12 Pages
|
|
|
|
|
|
|
|
|
Present Principal
|
|
|
|
|
Name
|
|
Occupation
|
|
Business Address
|
|
Citizenship
|
Richard Goodmanson
|
|
Company Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United States of
America
|
|
|
|
|
|
|
|
Andrew Gould
|
|
Chairman and Chief
Executive Officer of
Schlumberger Ltd.
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Lord Kerr
|
|
Company Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
David Mayhew
|
|
Chairman of Cazenove
Group plc
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Paul Tellier
|
|
Company Director
|
|
1188 Sherbrooke Street
West, Montreal, Quebec
H3A 3G2, Canada
|
|
Canada
|
|
|
|
|
|
|
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugo Bague
|
|
Group Executive,
People and
Organisations
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Belgium
|
|
|
|
|
|
|
|
Preston Chiaro
|
|
Group Executive,
Technology & Innovation
|
|
4700 Daybreak Parkway
South Jordan, Utah 84095
United States
|
|
United States of
America
|
|
|
|
|
|
|
|
Bret Clayton
|
|
Group Executive, Business Support and Operations
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United States of
America
|
|
|
|
|
|
|
|
Jacynthe Coté
|
|
Chief Executive of
Rio Tinto Alcan
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Canada
|
|
|
|
|
|
|
|
Andrew Harding
|
|
Chief Executive of Rio Tinto Copper
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Australia
|
|
|
|
|
|
|
|
Harry Kenyon-Slaney
|
|
Chief Executive of Rio Tinto
Diamonds & Minerals
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Doug Ritchie
|
|
Chief Executive of Rio Tinto Energy
|
|
3 West Tower
410 Ann Street
Brisbane, QLD 4000
Australia
|
|
Australia
|
|
|
|
|
|
|
|
Debra Valentine
|
|
Group Executive, Legal and External
Affairs
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United States of America
|
|
|
|
|
|
|
|
Page 9 of 12 Pages
Rio Tinto International Holdings Limited
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
Present Principal
|
|
|
|
|
Name
|
|
Occupation
|
|
Business Address
|
|
Citizenship
|
|
|
|
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dan Larsen
|
|
Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United States of
America
|
|
|
|
|
|
|
|
Ulf Quellmann
|
|
Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
Germany
|
|
|
|
|
|
|
|
Ben Mathews
|
|
Director
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
|
|
|
|
|
|
|
Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger Dowding
|
|
Secretary
|
|
2 Eastbourne Terrace
London W2 6LG
United Kingdom
|
|
United Kingdom
|
Page 10 of 12 Pages
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
A
|
|
Joint Filing Agreement between Rio Tinto plc and Rio Tinto
International Holdings Limited
|
Page 11 of 12 Pages
Ivanhoe Mines (NYSE:IVN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ivanhoe Mines (NYSE:IVN)
Historical Stock Chart
From Jul 2023 to Jul 2024