As filed with the U.S. Securities and Exchange Commission on March 19, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
RIO TINTO PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11
New York, New York 10179
Telephone: +1-800- 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
Cheree Finan
Rio Tinto Services Inc.
80 State Street
Albany, New York 12207-2543
Tel. No.: +1-801-204-2000
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
JPMorgan Chase Bank, N.A. New York, New York 10179 Telephone: +1-800-990-1135 |
Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
¨ immediately upon filing
¨ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ¨
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of Securities to be Registered |
Amount |
Proposed Maximum Aggregate Price Per Unit (1) |
Proposed Maximum |
Amount of |
| American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share of Rio Tinto plc. |
300,000,000 American Depositary Shares |
$0.05 | $15,000,000 | $2,296.50 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-257170. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-257170.
The Registrant hereby amends this Registration Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement on Form F-6 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment No. 2 to the Fourth Further Amended and Restated Deposit Agreement filed as Exhibit (a)(3) to this Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraphs (15), (16) and (18) | ||
| (iii) | Procedure for collecting and distributing dividends | Paragraphs (4), (12), (14) and (18) | ||
| (iv) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (7), (12), (15) and (16) | ||
| (v) | Sale or exercise of rights | Paragraphs (14), (15) and (18) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (13), (15) and (18) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (20) and (21) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (12) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (2), (3), (4), (5), (6), (9) and (22) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraphs (14), (18), (19) and (21) | ||
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | Paragraphs (8) and (9) | ||
Item 2. AVAILABLE INFORMATION
| Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| Rio Tinto plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | Paragraph (12) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit Agreement. Fourth Further Amended and Restated Deposit Agreement, dated as of February 19, 2016 (as from time to time amended, the “Deposit Agreement”), among Rio Tinto plc (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all owners and holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. Filed herewith as Exhibit (a)(1). |
| (a)(2) | Amendment No. 1 to the Deposit Agreement. Amendment No. 1, dated as of June 17, 2021, to the Deposit Agreement among the Company, the Depositary and all owners and holders from time to time of ADRs issued thereunder. Filed herewith as Exhibit (a)(2). |
| (a)(3) | Form of Amendment No. 2 to the Deposit Agreement. Form of Amendment No. 2 to the Deposit Agreement among the Company, the Depositary and all owners and holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(3). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Fourth Amended and Restated Deposit Agreement (the “Deposit Agreement”) among Rio Tinto plc, the Depositary and all owners and holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 19, 2025.
| Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| By: | JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary |
| By: | /s/ Timothy E. Green | |||
| Name: | Timothy E. Green | |||
| Title: | Vice President | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Rio Tinto plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on March 19, 2025.
| RIO TINTO PLC | ||
| By: | /s/ Andy Hodges | |
| Name: Andy Hodges | ||
| Title: Group Company Secretary | ||
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jakob Stausholm and Peter Cunningham, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on March 19, 2025.
SIGNATURES
| Signature | Title | |
| /s/ Dominic Barton | Chair, Director | |
| Dominic Barton | ||
| /s/ Jakob Stausholm | Chief Executive and Director (principal executive officer) | |
| Jakob Stausholm |
| /s/ Peter Cunningham | Chief Financial Officer and Director (principal financial and accounting officer) | |
| Peter Cunningham | ||
| /s/ Dean Dalla Valle | Director | |
| Dean Dalla Valle | ||
| /s/ Simon Henry | Director | |
| Simon Henry | ||
| /s/ Kaisa Hietala | Director | |
| Kaisa Hietala | ||
| /s/ Sam Laidlaw | Director | |
| Sam Laidlaw | ||
| /s/ Susan Lloyd-Hurwitz | Director | |
| Susan Lloyd-Hurwitz | ||
| /s/ Martina Merz | Director | |
| Martina Merz | ||
| /s/ Jennifer Nason | Director | |
| Jennifer Nason | ||
| /s/ Sharon Thorne | Director | |
| Sharon Thorne | ||
| /s/ Joc O’Rourke | Director | |
| Joc O’Rourke | ||
| /s/ Ngaire Woods | Director | |
| Ngaire Woods |
| /s/ Ben Wyatt | Director | |
| Ben Wyatt |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Rio Tinto plc, has signed this Registration Statement on Form F-6 in Salt Lake City, Utah, on March 19, 2025.
| Authorized U.S. Representative | |||
| By: | RIO TINTO SERVICES INC. | ||
| By: | /s/ Cheree Finan | ||
| Name: Cheree Finan | |||
| Title: Corporate Secretary | |||
INDEX TO EXHIBITS