SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Turquoise Hill Resources Ltd.
(Name of the Issuer)
Turquoise Hill Resources Ltd.
Rio Tinto plc
Rio Tinto International Holdings Limited
7999674 Canada Inc.
46117 Yukon Inc.
535630 Yukon Inc.
(Names of Persons Filing Statement)
Common Shares, without par value
(Title of Class of Securities)
900435108
(CUSIP Number of Class of Securities)
Dustin Isaacs Turquoise Hill Resources Ltd. Suite 3680 – 1 Place Ville Marie, Montreal, Quebec H3B 3P2, Canada, +1 514-848-1567 | Steven Allen Company Secretary Rio Tinto plc 6 St James’s Square London SW1Y 4AD United Kingdom +44 (0) 20 7781 2000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to
Adam Givertz Ian Hazlett Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 +1 212-373-3000 | Alex Moore Blake, Cassels & Graydon LLP 199 Bay St., Suite 4000 Toronto, Ontario M5L 1A9 +1 416-863-2400 | Steve Malas Norton Rose Fulbright Canada LLP 1 Place Ville Marie Montreal, Quebec H3B 1R1 +1 514-847-4747 | Shea Small McCarthy Tétrault LLP Box 48, Suite 5300 TD Bank Tower Toronto, Ontario M5K 1E6 +1 416-362-1812 | Scott Miller Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 +1 212-558-4000 |
This statement is filed in connection with (check the appropriate box):
a. | ☐ | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”). | ||
b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. | ☐ | A tender offer. | ||
d. | ☒ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
INTRODUCTION
This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Turquoise Hill Resources Ltd. (formerly Ivanhoe Mines Ltd.), a corporation continued under the laws of Yukon, Canada and the issuer of the common shares, no par value (the “Shares”) that is subject to the Rule 13e-3 transaction (“Turquoise Hill” or the “Corporation”); (ii) Rio Tinto plc, a public limited company incorporated under the laws of England and Wales (the “Parent”); (iii) Rio Tinto International Holdings Limited, a company incorporated under the laws of England and Wales (“RTIH” or the “Purchaser”); (iv) 7999674 Canada Inc., a company incorporated under the federal laws of Canada (“7999674 Inc.”); (v) 46117 Yukon Inc., a company incorporated under the laws of Yukon, Canada (“46117 Inc.”); and (vi) 535630 Yukon Inc., a company incorporated under the laws of Yukon, Canada (“535630 Inc.” and, together with the Parent, the Purchaser, 7999674 Inc. and 46117 Inc., the “Rio Tinto Filers”).
On September 5, 2022 the Corporation, the Purchaser and the Parent entered into an Arrangement Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Arrangement Agreement”), which provides for, among other things, the acquisition by the Purchaser, a wholly owned subsidiary of the Parent, of all of the issued and outstanding Shares of the Corporation that the Parent or its affiliates do not directly or indirectly own (the “Minority Shares”) through a Plan of Arrangement (the “Plan of Arrangement”) pursuant to Section 195 of the Business Corporations Act (Yukon) (“YBCA”), pursuant to which the Corporation would become an indirectly wholly owned subsidiary of the Parent (the “Arrangement”). A copy of the Plan of Arrangement is included as Appendix B to the Management Proxy Circular, which is attached as Exhibit (a)(2)(i) hereto (the “Circular”). A special meeting of the Corporation’s shareholders has been called for November 1, 2022 (the “Meeting”) to consider and, if thought advisable, pass a special resolution approving the Arrangement in the form attached as Appendix A to the Circular (the “Arrangement Resolution”). Capitalized terms used but not expressly defined in this Schedule 13E-3 are given the respective meanings given to them in the Circular.
The Circular is being provided to the Corporation’s shareholders (the “Shareholders”) pursuant to applicable Canadian law. In order to become effective, the Arrangement must be approved by (i) at least two-thirds (662⁄3%) of the votes cast by Shareholders present or represented by proxy at the Meeting, voting as a single class, and (ii) a simple majority (more than 50%) of the votes cast by Shareholders present or represented by proxy at the Meeting, excluding, for the purposes of (ii), the votes attached to the Excluded Shares and the Shares held by any other Shareholders required to be excluded under MI 61-101.
Under the terms of the Plan of Arrangement, each outstanding Share, other than (i) Shares beneficially owned by the Purchaser, the Parent or any of their respective affiliates and (ii) Shares with respect to which a Shareholder has duly and validly exercised Dissent Rights, shall, without any further action by or on behalf of a holder of such Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for C$43.00 in cash for each Share held.
The Arrangement remains subject to the satisfaction or waiver of the conditions set forth in the Arrangement Agreement, including the approval and adoption of the Arrangement Resolution by the Shareholders and the grant of the Final Order by the Supreme Court of Yukon approving the Arrangement.
The cross-references below are being supplied pursuant to General Instruction F to Schedule 13E-3 and show the location in the Circular of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Circular, including all appendices thereto, is incorporated herein by reference, in its entirety and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Circular and the appendices thereto.
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A special committee of the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) consisting entirely of independent directors (the “Special Committee”), conducted, with the assistance of its financial and legal advisors, a review of the Corporation’s operations and financing needs and alternatives available to the Corporation and obtained an independent valuation of the Shares. Following this process, and after careful consideration, the Special Committee unanimously determined that the Arrangement is in the best interests of the Corporation and fair to the holders of Minority Shares (the “Minority Shareholders”) and unanimously recommended that the Board of Directors determine that the Arrangement is in the best interests of the Corporation and fair to Minority Shareholders and that the Minority Shareholders vote in favor of the Arrangement Resolution.
On the unanimous recommendation of the Special Committee, the Board, with Alfred P. Grigg and Stephen Jones (being the two directors on the Board employed by the Parent) having recused themselves, unanimously determined that the Arrangement is in the best interests of the Corporation and fair to Minority Shareholders and recommended that the Minority Shareholders vote in favor of the Arrangement.
All information concerning the Corporation contained in, or incorporated by reference into this Schedule 13E-3 and the Circular was supplied by the Corporation. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Circular was supplied by such Filing Person. No Filing Person, including the Corporation, is responsible for the accuracy or completeness of any information supplied by any other Filing Person.
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Item 1. Summary Term Sheet
The information set forth in the Circular under following captions is incorporated herein by reference:
“Summary of Arrangement”
“Questions and Answers About the Meeting and the Arrangement”
Item 2. Subject Company Information
(a) Name and Address.
The name of the subject company is Turquoise Hill Resources Ltd. The address and telephone number of the subject company’s principal executive offices are as follows:
1 Place Ville Marie, Suite 3680
Montreal, QC
Canada
H3B 3P2
(514) 848-1567
The information set forth in the Circular under the caption “Information Concerning Turquoise Hill – General” is incorporated herein by reference.
(b) Securities.
The subject class of equity securities is common shares, no par value, of the Corporation. The information set forth in the Circular under following captions is incorporated herein by reference:
“Information Concerning the Meeting and Voting – Voting Shares”
“The Arrangement”
“The Arrangement – Shareholder Approval of the Arrangement”
“Information Concerning Turquoise Hill – Description of Share Capital”
(c) Trading Market and Price. The information set forth in the Circular under the following captions in incorporated herein by reference
“Special Factors – Certain Effects of the Arrangement”
“Information Concerning Turquoise Hill – Trading in Shares”
“Arrangement Agreement – Covenants – TSX and NYSE Delisting”
“Certain Legal Matters – Securities Law Matters – Stock Exchange Delisting and Reporting Issuer Status”
“Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Taxable Canadian Property”
(d) Dividends. The information set forth in the Circular under the caption “Information Concerning Turquoise Hill – Dividend Policy” is incorporated herein by reference.
(e) Prior Public Offerings.
Not applicable.
(f) Prior Stock Purchases. The information set forth in the Circular under the caption “Information Concerning Turquoise Hill – Previous Purchases and Sales” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) – (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons.
Turquoise Hill Resources Ltd. is the subject company. The name, business address, present principal occupation or employment, material occupations or employment in the past five years, and citizenship of each director and executive officer of Turquoise Hill Resources Ltd. are set forth in Schedule A hereto and are incorporated by reference herein. During the last five years, none of Turquoise Hill Resources Ltd. nor, to the best of its knowledge, any of the persons listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
7999674 Inc. is a wholly owned subsidiary of the Parent and is not engaged in any activities except for the holding of Shares. 46117 Inc. is a wholly owned subsidiary of the Parent and is not engaged in any activities except for the holding of Shares. 535630 Inc. is a wholly owned subsidiary of the Parent and is not engaged in any activities except for the holding of Shares. The principal executive office of 7999674 Inc. is located at 400-1190 Ave. Des Canadiens-De-Montreal, Montreal, H3B 0E3, Canada. The telephone number of 7999674 Inc.’s head office is 514-848-8000. The principal executive office of 46117 Inc. is located at 200 – 204 Lambert Street, Whitehorse, YT Y1A 3T2, Canada. The telephone number of 46117 Inc.’s head office is 514-848-8000. The principal executive office of 535630 Inc. is located at 200 – 204 Lambert Street, Whitehorse, YT Y1A 3T2, Canada. The telephone number of 535630 Inc.’s head office is 514-848-8000. The telephone number of the Parent’s head office is +44 20 7781 2000. The telephone number of the Purchaser’s head office is +61 3 9283 3333.
The name, business address, present principal occupation or employment, material occupations or employment in the past five years, and citizenship of each of the executive officers and directors of each of the Rio Tinto Filers are set forth in Schedule B hereto and are incorporated by reference herein. During the last five years, none of the Rio Tinto Filers nor, to the best of their knowledge, any of the persons listed in Schedule B hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Parties to the Arrangement – Turquoise Hill”
“Summary of Arrangement – Parties to the Arrangement – Rio Tinto plc and the Purchaser”
“Information Concerning the Purchaser and Rio Tinto plc”
“Information Concerning Turquoise Hill – General”
“Information Concerning Turquoise Hill – Ownership of Securities”
“Information Concerning Turquoise Hill – Executive Officers and Directors”
Item 4. Terms of the Transaction
(a)(1) Tender Offers.
Not applicable.
(a)(2) Mergers or Similar Transactions. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement – Questions Relating to the Arrangement”
“Summary of Arrangement – Summary of the Arrangement”
“Summary of Arrangement – Purpose of the Meeting”
“Summary of Arrangement – Recommendation of the Special Committee”
“Summary of Arrangement – Recommendation of the Board”
“Summary of Arrangement – Reasons for the Recommendation”
“Summary of Arrangement – Rio Tinto’s Purpose and Reasons for the Arrangement”
“Summary of Arrangement – Required Shareholder Approvals”
“Summary of Arrangement – MI 61-101 Requirements”
“Summary of Arrangement – Procedural Safeguards for Shareholders”
“Summary of Arrangement – Certain Canadian Federal Income Tax Considerations”
“Summary of Arrangement – Certain United States Federal Income Tax Considerations”
“Special Factors – Background to the Arrangement”
“Special Factors – Turquoise Hill’s Purposes and Reasons for the Arrangement”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Consideration Payable to Minority Shareholders”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Procedural Safeguards and Fairness”
“Special Factors – Recommendation of the Special Committee”
“Special Factors – Recommendation of the Board”
“Special Factors – Formal Valuation and TD Fairness Opinion”
“Special Factors – Fairness Opinions of BMO Capital Markets”
“Special Factors – Rio Tinto’s Purposes and Reasons for the Arrangement”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
“Special Factors – Certain Effects of the Arrangement”
“Information Concerning the Meeting and Voting – Voting Shares”
“The Arrangement – Overview”
“The Arrangement – Shareholder Approval of the Arrangement”
“The Arrangement – Implementation of the Arrangement”
“The Arrangement – Payment of Consideration”
“The Arrangement – Accounting Treatment of the Arrangement”
“Arrangement Agreement – Covenants –TSX and NYSE Delisting”
“Information Concerning Turquoise Hill – Ownership of Securities – Situation Following the Completion of the Arrangement”
“Risk Factors – Risks Related to the Arrangement – Rights of Former Minority Shareholders after the Arrangement”
“Risk Factors – Risks Related to the Arrangement – The Resulting Tax Payable by Most Shareholders”
“Certain Canadian Federal Income Tax Considerations”
“Certain United States Federal Income Tax Considerations”
(c) Different Terms. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Rio Tinto’s Purpose and Reasons for the Arrangement”
“Summary of Arrangement – Position of Rio Tinto as to the Fairness of the Arrangement”
“Summary of Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Special Factors – Certain Effects of the Arrangement – Benefits of the Arrangement for Directors and Executive Officers of the Corporation”
“The Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Information Concerning the Purchaser and Rio Tinto plc”
“Risk Factors – Risks Related to the Arrangement – Interests of Certain Persons in the Arrangement”
(d) Appraisal Rights. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement – Questions Relating to the Turquoise Hill Special Meeting of Shareholders”
“Summary of Arrangement – Implementation of the Arrangement”
“Summary of Arrangement – Dissent Rights”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Procedural Safeguards and Fairness”
“The Arrangement – Implementation of the Arrangement”
“Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders of Shares”
“Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”
“Certain United States Federal Income Tax Considerations – Consequences to Dissenting U.S. Shareholders”
“Dissenting Shareholders’ Rights”
“Appendix E: Interim Order”
“Appendix G: Section 193 of the Business Corporations Act (Yukon)”
(e) Provisions for Unaffiliated Security Holders. The information set forth in the Circular under the following captions is incorporated herein by reference:
“The Arrangement – Arrangements between Turquoise Hill and Security Holders”
“Provisions for Unaffiliated Shareholders”
(f) Eligibility for Listing or Trading.
Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
(a) Transactions. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Special Factors – Background to the Arrangement”
“Information Concerning Turquoise Hill – Previous Purchases and Sales”
“The Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
(b) – (c) Significant Corporate Events; Negotiations or Contacts The information set forth in the Circular under the following captions is incorporated herein by reference:
“Special Factors – Background to the Arrangement”
“Summary of Arrangement – Voting Agreements”
“The Arrangement – Voting Agreements”
“The Arrangement – Intentions of Directors and Executive Officers”
“The Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement – Employment Arrangements”
“Appendix B: Plan of Arrangement Under Section 195 of the Business Corporations Act (Yukon)”
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Circular Statement under the following captions is incorporated herein by reference:
“Special Factors – Background to the Arrangement”
“Summary of Arrangement – Voting Agreements”
“The Arrangement – Voting Agreements”
“The Arrangement – Intentions of Directors and Executive Officers”
“The Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Appendix B: Plan of Arrangement Under Section 195 of the Business Corporations Act (Yukon)”
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Use of Securities Acquired. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement”
“Summary of Arrangement – Rio Tinto’s Purpose and Reasons for the Arrangement”
“Special Factors – Certain Effects of the Arrangement – Benefits of the Arrangement for Rio Tinto”
“Special Factors – Certain Effects of the Arrangement – Detriments of the Arrangement for Rio Tinto”
“The Arrangement – Implementation of the Arrangement”
“Certain Legal Matters – Implementation of the Arrangement and Timing”
(c)(1) – (8) Plans. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Stock Exchange Delisting and Reporting Issuer Status”
“Special Factors – Certain Effects of the Arrangement”
“The Arrangement – Arrangements between Turquoise Hill and Security Holders”
“Arrangement Agreement – Covenants – TSX and NYSE Delisting”
“Arrangement Agreement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Information Concerning Turquoise Hill – Material Changes in the Affairs of the Corporation”
“Risk Factors – Risks Related to the Arrangement – Interests of Certain Persons in the Arrangement”
“Certain Legal Matters – Securities Law Matters – Stock Exchange Delisting and Reporting Issuer Status”
“Appendix B: Plan of Arrangement Under Section 195 of the Business Corporations Act (Yukon)”
Item 7. Purposes, Alternatives, Reasons and Effects
(a) Purposes. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement”
“Summary of Arrangement – Reasons for the Recommendation”
“Summary of Arrangement – Rio Tinto’s Purpose and Reasons for the Arrangement”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement”
“Special Factors – Background to the Arrangement”
“Special Factors – Turquoise Hill’s Purposes and Reasons for the Arrangement”
“Special Factors – Rio Tinto’s Purposes and Reasons for the Arrangement”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
(b) Alternatives. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Reasons for the Recommendation”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Limited Alternatives for Sale to Third Parties”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Procedural Safeguards and Fairness”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Key Risks and Countervailing Factors Inherent in the Arrangement”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
(c) Reasons. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement”
“Summary of Arrangement – Recommendation of the Special Committee”
“Summary of Arrangement – Recommendation of the Board”
“Summary of Arrangement – Reasons for Recommendation”
“Summary of Arrangement – Rio Tinto’s Purpose and Reasons for the Arrangement”
“Summary of Arrangement – Position of Rio Tinto as to the Fairness of the Arrangement”
“Special Factors – Background to the Arrangement”
“Special Factors – Turquoise Hill’s Purposes and Reasons for the Arrangement”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement”
“Special Factors – Recommendation of the Special Committee”
“Special Factors – Recommendation of the Board”
“Special Factors – Rio Tinto’s Purposes and Reasons for the Arrangement”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
(d) Effects. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement”
“Summary of Arrangement – Summary of the Arrangement”
“Summary of Arrangement – Reasons for the Recommendation”
“Summary of Arrangement – Rio Tinto’s Purpose and Reasons for the Arrangement”
“Summary of Arrangement – Position of Rio Tinto as to the Fairness of the Arrangement”
“Summary of Arrangement – Implementation of the Arrangement”
“Summary of Arrangement – Certain Canadian Federal Income Tax Considerations”
“Summary of Arrangement – Certain United States Federal Income Tax Considerations”
“Summary of Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Summary of Arrangement – Stock Exchange Delisting and Reporting Issuer Status”
“Special Factors – Certain Effects of the Arrangement”
“The Arrangement – Implementation of the Arrangement”
“The Arrangement – Payment of Consideration”
“The Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Information Concerning Turquoise Hill – Ownership of Securities – Situation Following the Completion of the Arrangement”
“Arrangement Agreement – Covenants – TSX and NYSE Delisting”
“Certain Legal Matters – Securities Law Matters – Stock Exchange Delisting and Reporting Issuer Status”
“Risk Factors – Risks Related to the Arrangement – Rights of Former Minority Shareholders after the Arrangement”
“Risk Factors – Risks Related to the Arrangement – The Resulting Tax Payable by Most Shareholders”
“Certain Canadian Federal Income Tax Considerations”
“Certain United States Federal Income Tax Consideration”
“Appendix B: Plan of Arrangement under Section 195 of the Business Corporations Act (Yukon)”
Item 8. Fairness of the Transaction
(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement – Questions Relating to the Arrangement”
“Summary of Arrangement – Recommendation of the Special Committee”
“Summary of Arrangement – Recommendation of the Board”
“Summary of Arrangement – Reasons for the Recommendation”
“Summary of Arrangement – Position of Rio Tinto as to the Fairness of the Arrangement”
“Special Factors – Background to the Arrangement”
“Special Factors – Recommendation of the Special Committee”
“Special Factors – Recommendation of the Board”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement”
“Special Factors – Formal Valuation and TD Fairness Opinion”
“Special Factors – Fairness Opinions of BMO Capital Markets”
“Special Factors – Turquoise Hill’s Purposes and Reasons for the Arrangement”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
“Appendix C: Formal Valuation and Fairness Opinion of TD Securities Inc.”
“Appendix D: Fairness Opinions of BMO Nesbitt Burns Inc.”
(c) Approval of Security Holders. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement – Questions Relating to the Arrangement”
“Summary of Arrangement – Purpose of the Meeting”
“Summary of Arrangement – Reasons for the Recommendation”
“Summary of Arrangement – Position of Rio Tinto as to the Fairness of the Arrangement”
“Summary of Arrangement – Required Shareholder Approvals”
“Summary of Arrangement – MI 61-101 Requirements”
“Summary of Arrangement – Procedural Safeguards for Shareholders”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Procedural Safeguards and Fairness”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
“The Arrangement – Shareholder Approval of the Arrangement”
“Certain Legal Matters – Securities Law Matters – Application of MI 61-101”
“Certain Legal Matters – Securities Law Matters – Minority Approval”
(d) Unaffiliated Representative. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Special Factors – Background to the Arrangement”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Reasons for the Recommendation – Procedural Safeguards and Fairness”
“The Arrangement – Arrangements between Turquoise Hill and Security Holders”
“Provisions for Unaffiliated Shareholders”
(e) Approval of Directors. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Recommendation of the Board”
“Summary of Arrangement – Recommendation of the Special Committee”
“Special Factors – Recommendation of the Board”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement – Recommendation of the Special Committee”
“Special Factors – Turquoise Hill’s Purposes and Reasons for the Arrangement”
“The Arrangement – Interest of Certain Persons in the Arrangement; Benefits from the Arrangement”
“Risk Factors – Risks Related to the Arrangement – Interests of Certain Persons in the Arrangement”
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) – (c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Questions and Answers About the Meeting and the Arrangement – Questions Relating to the Arrangement”
“Summary of Arrangement – Recommendation of the Special Committee”
“Summary of Arrangement – Recommendation of the Board”
“Summary of Arrangement – Reasons for the Recommendation”
“Summary of Arrangement – Formal Valuation and Fairness Opinions”
“Special Factors – Background to the Arrangement”
“Special Factors – Formal Valuation and TD Fairness Opinion”
“Special Factors – Fairness Opinions of BMO Capital Markets”
“Certain Legal Matters – Securities Law Matters – Formal Valuation”
“Information Concerning Turquoise Hill – Additional Information”
“Consent of TD Securities Inc.”
“Consent of BMO Nesbitt Burns Inc.”
“Appendix C: Formal Valuation and Fairness Opinion of TD Securities Inc.”
“Appendix D: Fairness Opinions of BMO Nesbitt Burns Inc.”
Item 10. Source and Amount of Funds or Other Consideration
(a), (b) Source of Funds; Conditions. The information set forth in the Circular under the caption “The Arrangement – Sources of Funds for the Arrangement” is incorporated herein by reference.
(c) Expenses. The information set forth in the Circular under the following captions is incorporated herein by reference:
“The Arrangement – Expenses of the Arrangement”
“Arrangement Agreement – Expense Reimbursement – Costs and Expenses”
(d) Borrowed Funds. Not applicable.
Item 11. Interest in Securities of the Subject Company
(a) Securities Ownership. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Information Concerning the Meeting and Voting – Principal Shareholders”
“The Arrangement – Shareholder Approval of the Arrangement”
“Information Concerning Turquoise Hill – Ownership of Securities”
(b) Securities Transactions. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Information Concerning Turquoise Hill – Previous Purchases and Sales”
“Information Concerning Turquoise Hill – Previous Distributions”
Item 12. The Solicitation or Recommendation
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Voting Agreements”
“The Arrangement – Voting Agreements”
“The Arrangement – Intentions of Directors and Executive Officers”
(e) Recommendation of Others. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Summary of Arrangement – Recommendation of the Special Committee”
“Summary of Arrangement – Recommendation of the Board”
“Summary of Arrangement – Position of Rio Tinto as to the Fairness of the Arrangement”
“Special Factors – Position of Turquoise Hill as to Fairness of the Arrangement”
“Special Factors – Recommendation of the Special Committee”
“Special Factors – Recommendation of the Board”
“Special Factors – Position of Rio Tinto as to the Fairness of the Arrangement”
Item 13. Financial Statements
(a) Financial Information. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Information Concerning Turquoise Hill – Selected Historical Financial Information”
“Information Concerning Turquoise Hill – Net Book Value”
“Information Concerning Turquoise Hill – Additional Information”
(b) Pro Forma Information. Not applicable.
(c) | Summary Information. The information set forth in the Circular under the caption ““Information Concerning Turquoise Hill – Selected Historical Financial Information” is incorporated herein by reference. |
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations or Recommendations. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Information Concerning the Meeting and Voting – Solicitation of Proxies”
“The Arrangement – Expenses of the Arrangement”
(b) Employees and Corporate Assets. The information set forth in the Circular under the following captions is incorporated herein by reference:
“Information Concerning the Meeting and Voting – Solicitation of Proxies”
“The Arrangement – Expenses of the Arrangement”
Item 15. Additional Information
(b) Golden Parachute Compensation. Not applicable.
(c) Other Material Information. The entirety of the Circular, including all appendices thereto, is incorporated herein by reference.
Item 16. Exhibits
The following exhibits are filed herewith:
* | Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
SIGNATURES
After due 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.
TURQUOISE HILL RESOURCES LTD. | ||
By: | /s/ Steven Thibeault | |
Name: Steven Thibeault | ||
Title: Interim Chief Executive Officer |
Date: September 29, 2022
After due 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.
RIO TINTO PLC | ||
By: | /s/ Steven Allen | |
Name: Steven Allen | ||
Title: Company Secretary |
Date: September 29, 2022
After due 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.
RIO TINTO INTERNATIONAL HOLDINGS LIMITED | ||
By: | /s/ Steven Allen | |
Name: Steven Allen | ||
Title: Director |
Date: September 29, 2022
After due 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.
7999674 CANADA INC. | ||
By: | /s/ Julie Parent | |
Name: Julie Parent | ||
Title: Secretary |
Date: September 29, 2022
After due 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.
46117 YUKON INC. | ||
By: | /s/ Julie Parent | |
Name: Julie Parent | ||
Title: Secretary |
Date: September 29, 2022
After due 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.
535630 YUKON INC. | ||
By: | /s/ Julie Parent | |
Name: Julie Parent | ||
Title: Secretary |
Date: September 29, 2022
SCHEDULE A
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Steve Thibeault Canada 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Interim Chief Executive Officer | March 2021 | Present | |||||
Canada Steamship Lines (CSL) Group | 747 Square Victoria Montréal, QC, H2Y 3Y9 | Chief Financial Officer | April 2017 | April 2020 | ||||||
Luke Colton United States 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Chief Financial Officer | October 2017 | Present | |||||
Richards Bay Minerals | The Farm RBM, PO Box 401, Richards Bay 3900, South Africa | Chief Financial Officer | May 2013 | October 2017 | ||||||
Jo-Anne Dudley Australia 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Chief Operating Officer | June 2019 | Present | |||||
Rio Tinto Ltd. | 155, Charlotte St., Brisbane, QLD, Australia, 4000 | Senior Manager Resources & Strategic Mine Planning | January 2014 | May 2019 | ||||||
Dustin Isaacs Canada 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Chief Legal Officer and Corporate Secretary | December 2020 | Present | |||||
Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Vice President, General Counsel and Corporate Secretary | April 2017 | November 2020 | ||||||
Roy McDowall Canada 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Vice President Investor Relations and Communications | December 2021 | Present | |||||
Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Head of Investor Relations & Corporate Communications | May 2019 | December 2021 |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Afrique Gold. | Rue des Jardins, Imm. Zino - Deux-plateaux - Vallon Cocody II, Abidjan, Cote d’Ivoire
| Vice President Business Development | May 2018 | May 2019 | ||||||
BioAmber Inc. | 4310-1250 René-Lévesque Blvd. W., Montréal, QC, Canada, H3B 4W8 | Vice President Investor Relation & Business Developments | April 2017 | May 2018 | ||||||
George R. Burns Canada and United States 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director | January 2020 | Present | |||||
Eldorado Gold Corporation | 550 Burrard Street, Suite 1188, Vancouver, BC, Canada, V6C 2B5 | President and Chief Executive Officer | April 2017 | Present | ||||||
Caroline Donally Great Britain 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director | May 2022 | Present | |||||
Sprott Asset Management Inc. | 320 Post Road, Suite 230, Darien, CT, 06820
| Managing Partner | October 2020 | Present | ||||||
Highland Copper Company Inc. | 1111 St-Charles West
| Director | December 2021 | Present | ||||||
Denham Capital Management | 700 Louisiana St, Houston, TX, 77002 | Managing Partner | May 2011 | June 2020 |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
R. Peter Gillin Canada 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director, Chair of the Board | May 2012 | Present | |||||
Wheaton Precious Metals Corp. | 1021 West Hastings Street, Suite 3500, Vancouver, BC Canada, V6E 0C3
| Director | October 2004 | Present | ||||||
Dundee Precious Metals Inc. | 150 King Street West, Suite 902, Toronto, ON, Canada, M5H 1J9
| Director | December 2009 | Present | ||||||
Premium Income Corporation | 121 King Street West, Suite 2600, Standard Life Centre, Toronto, ON, Canada, M5H 3T9
| Director and Independent Review Committee | January 2021 | Present | ||||||
S Split Corp. | 121 King Street West, Suite 2600, Standard Life Centre, Toronto, ON, Canada, M5H 3T9
| Director and Independent Review Committee | January 2021 | Present | ||||||
World Financial Split Corp. | 121 King Street West, Suite 2600, Standard Life Centre, Toronto, ON, Canada, M5H 3T9
| Director and Independent Review Committee | January 2021 | Present | ||||||
Dundee Precious Metals Inc. | 150 King Street West, Suite 902, Toronto, ON, Canada, M5H 1J9
| Deputy Chair | 2022 | Present | ||||||
Sherritt International Inc. | Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Suite 4220, Toronto, ON, Canada, M5H 4E3
| Director | January 2010 | June 2019 | ||||||
TD Mutual Funds Corporate Class Ltd. | 66 Wellington Street West, TD Bank Tower, Toronto-Dominion Centre, Toronto, ON, Canada, M5K 1G8 | Director | July 2010 | July 2019 | ||||||
Alfred P. Grigg Australia 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director | September 2020 | Present | |||||
Rio Tinto Ltd. | 155 Charlotte Street Brisbane, QLD, 4000, Australia
| Acting General Manager, Energy & Joint Ventures, Aluminium | May 2021 | Present | ||||||
Rio Tinto Ltd. | 155 Charlotte Street Brisbane, QLD, 4000, Australia
| Chief Counsel, Pacific, Aluminium & Strategic Partnerships | March 2021 | Present | ||||||
Rio Tinto Ltd. | 155 Charlotte Street Brisbane, QLD, 4000, Australia | Chief Counsel Aluminium | October 2013 | March 2021 |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Stephen Jones Australia 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Rio Tinto Ltd. | 152-158 St Georges Terrace, Perth WA 6000, Australia
| Managing Director, Planning, Integration & Assets, Iron Ore
| January 2021 | Present | |||||
Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director | December 2017 | Present | ||||||
Rio Tinto Ltd. | 155 Charlotte Street Brisbane, QLD, 4000, Australia
| Technical Director – Copper and Diamonds | July 2019 | December 2020 | ||||||
Rio Tinto Ltd. | 155 Charlotte Street Brisbane, QLD, 4000, Australia
| Head of Technical Review | January 2018 | June 2019 | ||||||
Oyu Tolgoi LLC | Monnis Tower, Chinggis Avenue 15, Sukhbaatar District - 14240, Ulaanbaatar, Mongolia | Chief Operating Officer | May 2017 | December 2017 | ||||||
Russel C. Robertson Canada 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director | June 2012 | Present | |||||
Bausch & Lomb | 520 Applewood Crescent, Vaughan, ON, Canada, L4K 4B4
| Director | May 2022 | Present | ||||||
Hydro One Inc. | 483 Bay Street, South Tower, Toronto, ON, Canada, M5G 2P5
| Director | August 2018 | Present | ||||||
Bausch Health Companies Inc | 2150 St. Elzéar Blvd. West Laval, QC, Canada, H7L 4A8 | Director | June 2016 | Present |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Maryse Saint-Laurent Canada 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2 | Turquoise Hill Resources Ltd. | 1 Place Ville Marie, Suite 3680, Montréal, QC, Canada, H3B 3P2
| Director | January 2017 | Present | |||||
North American Construction Group | 27287 100 Avenue, Acheson, AB, Canada
| Director | August 2019 | Present | ||||||
ATB Financial | 10020 100 St NW, Suite 2100, Edmonton, AB, Canada, T5J 0N3
| Director | June 2022 | Present | ||||||
Pretivm Resources Inc. | 1055 Dunsmuir Street, Suite 2300, Vancouver, BC, Canada, V7X 1L4
| Director | May 2021 | March 2022 | ||||||
Alberta Securities Commission | 250 5th St SW, Suite 600, Calgary, AB, Canada, T2P 0R4
| Director | July 2016 | March 2022 | ||||||
Guyana Goldfields Inc. | 375 University Avenue Suite 802, Toronto, ON, Canada, M5G 2J5 | Director | March 2019 | August 2020 |
SCHEDULE B
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Dominic Barton BMM Canada 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chairman | May 2022 | Present | |||||
Director | April 2022 | May 2022 | ||||||||
LeapFrog Investments | 11 Bressenden Place London SW1E 5BY United Kington | Non-Executive Chairman | April 2022 | Present | ||||||
Government of Canada | 19 Dongzhimenwai Dajie, Chaoyang District Beijing 100600, China | Ambassador to the People’s Republic of China | September 2019 | December 2021 | ||||||
Singtel Group | 31 Exeter Road, Comcentre, Singapore | Non-Executive Director | March 2019 | November 2019 | ||||||
Investor AB | Arsenalsg 8c S-103 32 Stockholm, Sweden | Non-Executive Director | 2019 | November 2019 | ||||||
Teck Resources Limited | 500 Burrard Street British Columbia V6C 0B3 Canada | Chair | 2018 | 2019 | ||||||
Jakob Stausholm Denmark 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Executive | 2021 | Present | |||||
Executive Director and Chief Financial Officer | 2018 | 2021 |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
A.P. Moller – Maersk | Esplanaden 50 DK-1098 Copenhagen Denmark | Chief Finance, Strategy & Transformation Officer | 2016 | 2018 | ||||||
Peter Cunningham United Kingdom 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD | Chief Financial Officer | June 2021 | Present | |||||
Interim Chief Financial Officer | January 2021 | June 2021 | ||||||||
Group Controller | March 2014 | December 2020 | ||||||||
Megan Clark AC Australia Level 43, 120 Collins Street Melbourne VIC 3000 Australia | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Company Director | 2014 | Present | |||||
CSL Limited | 45 Poplar Road, Parkville. Victoria 3052 Australia | Director | 2016 | Present | ||||||
Simon Henry United Kingdom 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | 2017 | Present | |||||
Lloyds Banking Group plc | 25 Gresham Street London EC2V 7HN United Kingdom | Director | June 2014 | Present |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Harbour Energy plc | 23 Lower Belgrave Street London SW1W 0NR United Kingdom | Director | March 2021 | Present | ||||||
PetroChina Company Limited | 5901, 59/F, Central Plaza,18 Harbour Road, Wanchai, Hong Kong | Director | June 2017 | June 2022 | ||||||
Royal Dutch Shell plc | Shell Centre. London SE1 7NA United Kingdom | Chief Financial Officer | 2009 | 2017 | ||||||
Sam Laidlaw United Kingdom 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | February 2017 | Present | |||||
Neptune Energy Group Holdings Ltd. | Nova North 11 Bressenden Place London, SW1E 5BY United Kingdom | Chairman | June 2015 | Present | ||||||
HSBC Holdings plc | 8 Canada Square London E14 5HQ United Kingdom | Director | January 2008 | 2017 | ||||||
Ben Wyatt Australia Level 43, 120 Collins Street | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | September 2021 | Present | |||||
Woodside Petroleum Ltd | Mia Yellagonga, 11 Mount Street, Perth WA 6000 Australia | Director | June 2021 | Present | ||||||
Western Australian Parliament | Parliament House, 4 Harvest Terrace, West Perth WA 6005, Australia | Treasurer | 2017 | 2021 | ||||||
Member of Legislative Assembly | 2006 | 2021 |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Simon McKeon AO Australia Level 43, 120 Collins Street | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | 2019 | Present | |||||
National Australia Bank Limited | 395 Bourke Street Melbourne, Victoria 3000, Australia | Director | 2020 | Present | ||||||
Jennifer Nason United States/Australia 383 Madison Ave, New York, NY 10017 | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | March 2020 | Present | |||||
JP Morgan | 383 Madison Ave, New York, NY 10017 | Global Chairman, Investment Banking | N/A | Present | ||||||
Ngaire Woods CBE United Kingdom 6 St. James’s Square London SW1Y 4AD | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | September 2020 | Present | |||||
Bold Baatar Mongolia 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Executive, Copper | February 2021 | Present | |||||
Chief Executive, Energy and Minerals | December 2016 | February 2021 | ||||||||
Alf Barrios Spain / United States #20-01 Marina Bay | Rio Tinto plc | #20-01 Marina Bay Financial Centre Tower 3, 12 Marina Blvd., 1892, Singapore | Chief Commercial Officer | April 2021 | Present |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Chief Executive Aluminium | June 2014 | Present | ||||||||
Mark Davies Australia 155 Charlotte Street | Rio Tinto plc | Chief Technical Officer | October 2020 | Present | ||||||
Vice President, Global Procurement | January 2018 | Present | ||||||||
Head of Commercial Excellence, Singapore Country Head, Managing Director Marine | July 2016 | January 2018 | ||||||||
Isabelle Deschamps Canada 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Legal Officer & External Affairs | November 2021 | Present | |||||
AkzoNobel Group | AkzoNobel Center Christian Neefestraat 2 1077 WW Amsterdam The Netherlands. | General Counsel and Board Member | September 2018 | October 2021 | ||||||
Unilever | Weena 455, PO Box 760, Rotterdam 3000 DK, Netherlands | EVP General Counsel, Global Foods & Refreshment and General Counsel Europe | January 2018 | August 2018 |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
100 Victoria Embankment, London EC4Y 0DY United Kingdom | General Counsel, Categories | September 2012 | August 2018 | |||||||
Sinead Kaufman Ireland/Australia 6 St James’s Square London SW1Y 4AD United Kingdom | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Executive, Minerals | March 2021 | Present | |||||
Managing Director, Operations, at Copper & Diamonds. | May 2018 | March 2021 | ||||||||
Managing Director, Coal, Salt & Uranium | August 2016 | May 2018 | ||||||||
James Martin United Kingdom 6 St James’s Square London SW1Y 4AD United Kingdom | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief People Officer | April 2021 | Present | |||||
Egon Zehnder | Nova South, 160 Victoria Street London | Partner | 2006 | April 2021 | ||||||
Kellie Parker Australia 6 St James’s Square London SW1Y 4AD United Kingdom | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Executive, Australia | March 2021 | Present |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Managing Director, Pacific Operations, Aluminium | September 2018 | March 2021 | ||||||||
Pilbara Assets and Development | Pilbara Minerals Limited Level 2, 146 Colin Street West Perth WA 6005 | Managing Director | September 2014 | September 2018 | ||||||
Arnaud Soirat France 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Operating Officer | February 2021 | Present | |||||
Chief Executive, Copper & Diamonds (C&D) product group | July 2016 | February 2021 | ||||||||
Simon Trott Australia 6 St James’s Square | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Executive, Iron Ore | March 2021 | Present | |||||
Chief Commercial Officer | January 2018 | March 2021 | ||||||||
Ivan Vella Australia 400-1190 Avenue des | Rio Tinto plc | 6 St James’s Square London SW1Y 4AD United Kingdom | Chief Executive, Aluminium | March 2021 | Present |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Chief Executive (interim) Iron Ore | September 2020 | March 2021 | ||||||||
Vice President & Member of Management Committee | 2016 | April 2020 | ||||||||
Matthew Cox United Kingdom 6 St James’s Square | Rio Tinto International Holdings Limited | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | January 2021 | Present | |||||
Steven Allen United Kingdom 6 St James’s Square | Rio Tinto International Holdings Limited | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | October 2017 | Present | |||||
John Kiddle United Kingdom 6 St James’s Square | Rio Tinto International Holdings Limited | 6 St James’s Square London SW1Y 4AD United Kingdom | Director | April 2019 | Present | |||||
Rio Tinto Secretariat Limited United Kingdom 6 St James’s Square | Rio Tinto International Holdings Limited | 6 St James’s Square London SW1Y 4AD United Kingdom | Secretary | May 2017 | Present |
Name/Citizenship/ | Company | Address | Position Held | From | To | |||||
Robert Morgan Canada 400-1190 Avenue des | 7999674 Canada Inc | 400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada | Director and President | March 2020 | Present | |||||
46117 Yukon Inc. | 400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada | Director and President | March 2020 | Present | ||||||
535630 Yukon Inc. | 400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada | Director and President | March 2020 | Present | ||||||
Julie Parent Canada 400-1190 Avenue des | 7999674 Canada Inc | 400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada | Director | October 2011 | Present | |||||
Secretary | January 2012 | Present | ||||||||
46117 Yukon Inc. | 400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada | Secretary | January 2012 | Present | ||||||
535630 Yukon Inc. | 400-1190 Avenue des Canadiens-de-Montréal, Montreal QC H3B 0E3 Canada | Director | March 2014 | Present | ||||||
Secretary | December 2013 | Present |