REG - Rio Tinto - Rule 2.9 Announcement

Rio TintoAnnouncement

03/02/2026 11:45

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RNS Number : 5310R  Rio Tinto PLC  03 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

3 February 2026

Rio Tinto plc and Rio Tinto Limited (together, "Rio Tinto")

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), Rio Tinto hereby announces that following the date of the previous
Rule 2.9 announcement made as part of Rio Tinto's announcement on 08 January
2026 additional shares have been allotted and issued (as described below):

·          Between 19 January 2026 and 20 January 2026 Rio Tinto plc
issued and allotted 12,769 new ordinary shares of 10p each to satisfy share
awards made under certain employee share plans, such shares rank pari passu
with the existing ordinary shares of Rio Tinto plc. As of 30 January 2026 Rio
Tinto plc had 1,254,475,491 ordinary shares of 10p each (excluding ordinary
shares held in treasury), with ISIN reference GB0007188757. Rio Tinto plc has
also issued 1 dual listed company ("DLC") dividend share of 10p and 1 special
voting share of 10p in connection with its DLC structure.

Accordingly, the total number of voting rights in Rio Tinto plc is
1,254,475,491. This figure may be used by shareholders (and others with
notification obligations) as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or a change
to their interest in, Rio Tinto plc under the FCA's Disclosure Guidance and
Transparency Rules.

·          On 14 January 2026 Rio Tinto Limited issued and allotted
130,000 new ordinary shares to satisfy share awards made under certain
employee share plans, such shares rank pari passu with the existing ordinary
shares of Rio Tinto Limited.  As of 30 January 2026 Rio Tinto Limited has
371,346,214 ordinary shares, with ISIN reference AU000000RIO1, such shares do
not form part of the share capital of Rio Tinto plc. Rio Tinto Limited has
also issued 1 fully paid DLC dividend share and 1 fully paid special voting
share in connection with its DLC structure.

·          Rio Tinto plc has an American Depositary Receipts ("ADR")
programme for which JPMorgan Chase Bank NA acts as Depositary. 1 ADR
represents 1 ordinary share of Rio Tinto plc. The ADRs trade on the New York
Stock Exchange. The trading symbol for these securities is RIO and the ISIN is
US7672041008; and

Rio Tinto confirms that, as at the date of this announcement, Rio Tinto plc
and Rio Tinto Limited have the following legal entity identifiers:

·          Rio Tinto plc: 213800YOEO5OQ72G2R82; and

·          Rio Tinto Limited: 529900X2VMAQT2PE0V24.

This announcement is authorised for release to the market by Andy Hodges, Rio
Tinto's Group Company Secretary.

Enquiries

Please direct all enquiries to media.enquiries@riotinto.com

 Media Relations,      Investor Relations,   Media Relations,     Investor Relations,

United Kingdom
United Kingdom
Australia
Australia

Matthew Klar
Rachel Arellano
Matt Chambers
Tom Gallop

M +44 7796 630 637
M +44 7584 609 644
M +61 433 525 739
M +61 439 353 948

David Ovington

M +44 7920 010 978

 

 

 Rio Tinto plc           Rio Tinto Limited

6 St James's Square
Level 43, 120 Collins Street

London SW1Y 4AD
Melbourne 3000

United Kingdom
Australia

T +44 20 7781 2000
T +61 3 9283 3333

Registered in England
Registered in Australia

No. 719885
ABN 96 004 458 404

riotinto.com (http://riotinto.com/)

Allen Overy Shearman Sterling LLP is acting as legal adviser to Rio Tinto.

Disclaimers

 

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions outside the United
Kingdom and the availability of any offer to shareholders of Rio Tinto or
Glencore who are not resident in the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes should
inform themselves about, and observe, such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities law of any
such jurisdiction.

Rule 26.1 Disclosure

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in restricted jurisdictions, on Rio
Tinto's website at www.riotinto.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.riotinto.com&esheet=54392303&newsitemid=20260108825438&lan=en-US&anchor=www.riotinto.com&index=1&md5=60418be2bef472eda9279ca89ccc9f44)
 promptly and in any event by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk&esheet=54392303&newsitemid=20260108825438&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=3&md5=fc28ab07f0dfa992aee583aa4ce34c1c)
, including details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

Given the DLC structure of Rio Tinto plc and Rio Tinto Limited, each of Rio
Tinto plc and Rio Tinto Limited, will be treated separately for the purposes
of Rule 8 and the required disclosures.

 

 

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