- Amended Statement of Beneficial Ownership (SC 13D/A)
September 13 2010 - 2:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
(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 copy to:
Thomas B. Shropshire, Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
+44 (0) 20 7456 3223
September 13, 2010
(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
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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).
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1
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NAME OF REPORTING PERSON.
Rio Tinto plc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
þ
(See Item 4)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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267,214,784 (see Items 3 and 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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267,214,784 (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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267,214,784 (see Items 3 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.7 per cent (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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1
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NAME OF REPORTING PERSON.
Rio Tinto International Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
þ
(See Item 4)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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267,214,784 (see Items 3 and 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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267,214,784 (see Items 3 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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267,214,784 (see Items 3 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.7 per cent (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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TABLE OF CONTENTS
Item 1
.
Security and Issuer
.
This Amendment No. 8 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, October 30, 2009, March 4, 2010, and July 7, 2010 (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
.
Item 3 of the Schedule 13D is amended and supplemented as follows:
On September 13, 2010, RTIH acquired 40,083,206 Shares of the Company in accordance with
the terms of the Facility and which matured on the Maturity Date. The outstanding principal and
accrued interest ($400,832,056) under the Facility converted on maturity into Shares of the
Company at a price of US$10.00 per share.
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.
Pursuant to the Acquisition, RTIH acquired 15,000,000 Shares, representing upon issuance 2.7
per cent of the outstanding Shares.
Pursuant to the exercise of the Series A Warrants, RTIH acquired 46,026,522 Shares.
Pursuant to the conversion of the Loan Amount at a price of $10 per share on September 13,
2010, RTIH acquired 40,083,206 Shares.
Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 267,214,784 Shares
which, assuming the exercise of all the Series B Warrants, Series C Warrants and Anti-Dilution
Warrants, and the conversion of the Loan Amount into an additional 40,083,206 Shares, in addition
to the 37,089,883 Shares acquired by RTIH on the First Closing Date, the 46,304,473 Shares acquired
by RTIH on the Second Closing Date, 243,772 Shares acquired by RTIH on December 4, 2008, the
15,000,000 Shares from the completion of the Acquisition and the 46,026,522 Shares acquired by RTIH
pursuant to the exercise of the Series A Warrants, would represent 43.7 per cent of the Companys
outstanding Shares on a fully diluted basis.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by
each of Rio Tinto and RTIH is based on 488,036,669 Shares outstanding as of June 30, 2010, as
contained in the Companys Quarterly Financial Report for the Three and Six Months Ended June 30,
2010. Assuming the exercise of 20.3 million incentive stock options in the Companys Shares
outstanding, as contained in the Companys Quarterly Financial Report for the Three and Six Months
Ended June 30, 2010, each of Rio Tinto and RTIH would be deemed to beneficially own 42.3 per cent
of the Companys outstanding Shares on a fully diluted basis.
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3
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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.
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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
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Exhibit No.
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Description
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A
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Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: September 13, 2010
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Rio Tinto plc
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By:
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/s/ Ben Mathews
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Signature
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Ben Mathews / Secretary
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Name/Title
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Rio Tinto International Holdings Limited
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By:
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/s/ Ben Mathews
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Signature
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Ben Mathews / Director
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Name/Title
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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
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Name
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Present Principal Occupation
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Business Address
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Citizenship
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Directors
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Jan du Plessis
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Chairman of Rio Tinto
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2 Eastbourne Terrace
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United Kingdom
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London W2 6LG
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United Kingdom
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Tom Albanese
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Chief Executive of Rio Tinto
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2 Eastbourne Terrace
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United States of America
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London W2 6LG
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United Kingdom
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Guy Elliott
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Finance Director of Rio Tinto
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2 Eastbourne Terrace
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United Kingdom
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London W2 6LG
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United Kingdom
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Sam Walsh
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Chief Executive of the Iron Ore
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120 Collins Street
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Australia
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Group
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Melbourne Victoria 3000
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Australia
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Robert Brown
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Company Director
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1188 Sherbrooke Street
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Canada
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West, Montreal, Quebec
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H3A 3G2, Canada
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Vivienne Cox
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Company Director
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2 Eastbourne Terrace
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United Kingdom
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London W2 6LG
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United Kingdom
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Sir Rod Eddington
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Company Director
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120 Collins Street
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Australia
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Melbourne
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Victoria 3000
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Australia
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Mike Fitzpatrick
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Company Director
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120 Collins Street
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Australia
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Melbourne
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Victoria 3000
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Australia
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Yves Fortier
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Company Director
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1188 Sherbrooke Street
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Canada
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West, Montreal, Quebec
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H3A 3G2, Canada
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Ann Godbehere
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Company Director
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2 Eastbourne Terrace
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Canada
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London W2 6LG
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and United Kingdom
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United Kingdom
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Richard Goodmanson
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Company Director
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2 Eastbourne Terrace
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United States of America
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London W2 6LG
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United Kingdom
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Andrew Gould
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Chairman and Chief Executive
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2 Eastbourne Terrace
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United Kingdom
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Officer of Schlumberger Ltd.
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London W2 6LG
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United Kingdom
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Lord Kerr
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Company Director
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2 Eastbourne Terrace
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United Kingdom
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London W2 6LG
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United Kingdom
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Paul Tellier
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Company Director
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1188 Sherbrooke Street
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Canada
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West, Montreal, Quebec
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H3A 3G2, Canada
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Executive Officers
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Hugo Bagué
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Group Executive,
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2 Eastbourne Terrace
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Belgium
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People and Organisations
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London W2 6LG
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United Kingdom
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Preston Chiaro
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Group Executive, Technology &
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4700 Daybreak Parkway
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United States of America
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Innovation
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South Jordan, Utah 84095
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United States
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Bret Clayton
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Group Executive, Business
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2 Eastbourne Terrace
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United States of America
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Support and Operations
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London W2 6LG
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United Kingdom
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Name
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Present Principal Occupation
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Business Address
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Citizenship
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Jacynthe Coté
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Chief Executive of Rio Tinto
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2 Eastbourne Terrace
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Canada
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Alcan
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London W2 6LG
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United Kingdom
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Andrew Harding
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Chief Executive of Rio Tinto
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2 Eastbourne Terrace
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Australia
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Copper
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London W2 6LG
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United Kingdom
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Harry Kenyon-Slaney
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Chief Executive of Rio Tinto
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2 Eastbourne Terrace
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United Kingdom
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Diamonds & Minerals
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London W2 6LG
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United Kingdom
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Doug Ritchie
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Chief Executive of Rio Tinto
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3 West Tower
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Australia
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Energy
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410 Ann Street
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Brisbane, QLD 4000
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Australia
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Debra Valentine
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Group Executive, Legal and
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2 Eastbourne Terrace
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United States of America
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External Affairs
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London W2 6LG
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United Kingdom
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Sam Walsh
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Chief Executive of the Iron
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2 Eastbourne Terrace
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United Kingdom
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Ore Group
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London W2 6LG
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United Kingdom
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Rio Tinto International Holdings Limited
Directors and Executive Officers
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Name
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Present Principal Occupation
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Business Address
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Citizenship
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Directors
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Dan Larsen
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Director
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2 Eastbourne Terrace
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United States of America
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London W2 6LG
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United Kingdom
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Ulf Quellmann
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Director
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2 Eastbourne Terrace
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Germany
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London W2 6LG
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United Kingdom
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Ben Mathews
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Director
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2 Eastbourne Terrace
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United Kingdom
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London W2 6LG
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United Kingdom
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Executive Officers
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Matthew Whyte
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Secretary
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2 Eastbourne Terrace
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United Kingdom
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London W2 6LG
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United Kingdom
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EXHIBIT INDEX
|
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Exhibit No.
|
|
Description
|
A
|
|
Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited
|
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