UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
| Ivanhoe Mines Ltd. |
(Name of Issuer)
| Common Shares, without par value |
(Title of class of securities)
| 46579N |
(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 Authorised 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
| December 12, 2011 |
(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. ¨
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 person’s 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 |
| 1 |
NAME OF REPORTING PERSON.
Rio Tinto plc | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (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 ITEM 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANISATION
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
361,858,442 (see Items 3 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
361,858,442 (see Items 3 and 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
361,858,442 (see Items 3 and 5) | |||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.0 per cent (see Item 5) | |||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO | |||||
2
| CUSIP No. 46579N |
| 1 |
NAME OF REPORTING PERSON.
Rio Tinto International Holdings Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (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 ITEM 2(d) OR 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANISATION
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
361,858,442 (see Items 3 and 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
361,858,442 (see Items 3 and 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
361,858,442 (see Items 3 and 5) | |||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.0 per cent (see Item 5) | |||||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO | |||||
3
Item 1. Security and Issuer
This Amendment No. 14 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, July 7, 2010, September 13, 2010, December 14, 2010, February 4, 2011, June 28, 2011, August 24, 2011 and September 27, 2011 (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”). This Amendment No. 14 is being filed to update Rio Tinto and RTIH’s intentions with regard to the Company, further to a successful arbitration against the Company in respect of the Company’s shareholder rights plan.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows and should be read in conjunction with the existing Item 4 disclosure previously filed:
From January 19, 2012, Rio Tinto and RTIH will no longer be subject to a standstill agreement with the Company. Thereafter, depending upon their assessment of the Company’s business, prospects and financial condition, the market for the Shares, general economic and tax conditions and other factors, Rio Tinto or RTIH may seek opportunities to increase their shareholding in the Company to a majority position, but currently have no intention of making a full takeover bid for the Shares. Rio Tinto and RTIH reserve the right to change their intentions in the future.
Item 7. Materials to be Filed as Exhibits
| Exhibit Number |
Description | |
| A | Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited | |
| B | Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited* | |
| C | Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited* | |
| D | Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited* | |
| E | Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.** | |
| F | Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.** | |
| G | Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.*** | |
| * | Filed as an exhibit to the original Schedule 13D on November 3, 2006. |
| ** | Filed as an exhibit to the amended Schedule 13D on September 12, 2007. |
| *** | Filed as an exhibit to the amended Schedule 13D on October 26, 2007. |
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| Exhibit Number |
Description | |
| H | Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.*** | |
| I | Heads Of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010**** | |
| J | Agreement between RTIH and the Government of Mongolia dated June 8, 2011***** | |
| K | Press Release dated August 24, 2011****** | |
| **** | Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2010. |
| ***** | Filed as an exhibit to the amended Schedule 13D on June 28, 2011. |
| ****** | Filed as an exhibit to the amended Schedule 13D on August 24, 2011. |
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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: December 16, 2011
Rio Tinto plc
| By: | /s/ Ben Mathews | |
| Signature | ||
| Ben Mathews / Company Secretary | ||
| Name/Title | ||
Rio Tinto International Holdings Limited
| By: | /s/ Ben Mathews | |
| Signature | ||
| Ben Mathews / Director | ||
| 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
| Name |
Present Principal 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 | |||
| Robert Brown | Company Director | 1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada |
Canada | |||
| Vivienne Cox | Company Director | 2 Eastbourne Terrace London W2 6LG United Kingdom |
United Kingdom | |||
| Mike Fitzpatrick | Company Director | 120 Collins Street Melbourne Victoria 3000 Australia |
Australia | |||
| Ann Godbehere | Company Director | 2 Eastbourne Terrace London W2 6LG United Kingdom |
Canada and United Kingdom | |||
| 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 | |||
| Christopher Lynch | Company Director | 120 Collins Street Melbourne Victoria 3000 Australia |
Australia | |||
7
| Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
| Paul Tellier | Company Director | 1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada |
Canada | |||
| John Varley | Company Director | 2 Eastbourne Terrace London W2 6LG United Kingdom |
United Kingdom | |||
| Executive Officers | ||||||
| Hugo Bagué | Group Executive, People and Organisation | 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 | |||
| Rio Tinto International Holdings Limited Directors and Executive Officer | ||||||
| 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 | |||
8
| Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
| Ben Mathews | Director | 2 Eastbourne Terrace London W2 6LG United Kingdom |
United Kingdom | |||
| Executive Officer | ||||||
| Matthew Whyte | Secretary | 2 Eastbourne Terrace London W2 6LG United Kingdom |
United Kingdom | |||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| A | Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited | |
| B | Private Placement Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited* | |
| C | Shareholders’ Agreement between Robert M Friedland and Rio Tinto International Holdings Limited* | |
| D | Registration Rights Agreement by and between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited* | |
| E | Amending Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.** | |
| F | Heads of Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.** | |
| G | Amending and Additional Rights Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.*** | |
| H | Credit Agreement between Rio Tinto International Holdings Limited and Ivanhoe Mines Ltd.*** | |
| I | Heads Of Agreement between Ivanhoe Mines Ltd. and Rio Tinto International Holdings Limited dated December 8, 2010**** | |
| J | Agreement between RTIH and the Government of Mongolia dated June 8, 2011***** | |
| K | Press Release dated August 24, 2011****** | |
| * | Filed as an exhibit to the original Schedule 13D on November 3, 2006. | |
| ** | Filed as an exhibit to the amended Schedule 13D on September 12, 2007. | |
| *** | Filed as an exhibit to the amended Schedule 13D on October 26, 2007. | |
| **** | Filed as an exhibit to the amended and restated Schedule 13D on December 14, 2011. | |
| ***** | Filed as an exhibit to the amended Schedule 13D on June 28, 2011. | |
| ****** | Filed as an exhibit to the amended Schedule 13D on August 24, 2011. |
10