Rio Tinto shareholders reject call to review dual-listed structure

By Melanie Burton and Clara Denina

MELBOURNE/LONDON (Reuters) - Most Rio Tinto shareholders have voted against an activist fund proposal that the mining company review its dual listing in Sydney and London, agreeing with its board.

The mining giant said on Thursday that 19.35% of shareholders voted for the motion put forward by London-based Palliser Capital. That number was, however, just shy of the 20% threshold that would have required Rio Tinto to consult more widely with shareholders under UK regulations, suggesting the idea might come up again.

Rival BHP, which now has a primary listing in Australia, ended a similar dual-listed structure in 2022, six years after activist investor Elliott began its campaign for a single listing.

Palliser wants Rio Tinto to unify into a single holding company based in Australia, arguing that this could unlock $28 billion in value for holders of the company's London shares.

The London listing comprises about 77% of Rio's investor base, but the Australian-listed shares are trading at a premium of about 25%, partly due to tax advantages available to shareholders there.

Holders of its Australian stock voted on Thursday and holders of its UK shares voted at the London AGM on April 3.

Rio Tinto's board had unanimously recommended voting against the resolution, citing tax considerations and saying that a unified listing would be costly and would not provide it with more strategic flexibility.

Palliser said while the motion had failed, their campaign has been a catalyst for an improved understanding of the case for unification.

"We will continue to engage with Rio Tinto's shareholders and ensure that institutions are well informed of the pertinent issues, enabling them to actively challenge leadership rather than voting, as a default, in line with board recommendations," James Smith, Palliser's founder and chief investment officer, said in a statement.

Smith formerly worked for Elliott and helped run its campaign against BHP's dual listing.

Palliser's motion was backed by influential proxy adviser firms Institutional Shareholder Services (ISS) and Glass Lewis and more than 100 other shareholders including Norway's sovereign wealth fund Norges Bank Investment Management.

Talking to Australian shareholders at the company's Perth AGM, Rio chairman Dominic Barton said: "There is no basis for expecting that an additional review would lead to a different conclusion."

"But I also want to be clear that we are open-minded about all routes that maximise value for you, our shareholders, and that's the lens through which we assess this topic," he added.

Goldman Sachs analysts in March estimated the total cost of collapsing Rio's dual listed companies could range from $7 billion to $15 billion.

Rio's shares were up 0.6% in early London trade.

(Reporting by Melanie Burton and Clara Denina; Additional reporting by Himandshi Akhand; Editing by Edwina Gibbs)