REG - Rio Tinto - Statement re Glencore plc

Rio TintoAnnouncement

09/01/2026 07:00

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RNS Number : 2476O  Rio Tinto PLC  08 January 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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE
CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH
ANY OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

Statement regarding Glencore plc ("Glencore")

08 January 2026

 

Rio Tinto plc and Rio Tinto Limited (together, "Rio Tinto") note the
announcement by Glencore and confirm that Rio Tinto and Glencore have been
engaging in preliminary discussions about a possible combination of some or
all of their businesses, which could include an all-share merger between Rio
Tinto and Glencore. The parties' current expectation is that any merger
transaction would be effected through the acquisition of Glencore by Rio Tinto
by way of a Court-sanctioned scheme of arrangement.

There can be no certainty that an offer will be made or as to the terms of any
such offer, should one be made. Nothing in this announcement shall be
construed as indicating any terms of any such transaction or offer for the
purposes of Rule 2.5 of the Code and Rio Tinto reserves the right to introduce
other forms of consideration and/or vary the mix or composition of
consideration of any offer.

In accordance with Rule 2.6(a) of the Code, Rio Tinto will have until 5.00
p.m. (London time) on 5 February 2026 to either announce a firm intention to
make an offer for Glencore under Rule 2.7 of the Code or announce that it does
not intend to make an offer, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline may be
extended with the consent of the Takeover Panel in accordance with Rule 2.6(c)
of the Code.

A further announcement will be made in due course as appropriate.

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

​
Contacts

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

 

 Media Relations,        Media Relations,
 United Kingdom          Australia

 
 

 Matthew Klar            Matt Chambers

 M +44 7796 630 637      M +61 433 525 739

 Investor Relations,     Investor Relations,
 United Kingdom          Australia

 
 

 Rachel Arellano         Tom Gallop

M +44 7584 609 644

                       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

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.

Inside information

The information contained within this announcement is deemed by Rio Tinto to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

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 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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Rio Tinto confirms that, as at the
date of this announcement, Rio Tinto plc and Rio Tinto Limited have the
following relevant securities in issue:

-          Rio Tinto plc: 1,254,292,412 ordinary shares of 10p each
(excluding ordinary shares held in treasury), with ISIN reference
GB0007188757. Rio Tinto plc also has issued 1 dual listed company ("DLC")
dividend share of 10p and 1 special voting share of 10p in connection with its
DLC structure;

-          Rio Tinto plc: 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 Limited: 371,216,214 ordinary shares, with ISIN
reference AU000000RIO1. Rio Tinto Limited also has issued 1 fully paid DLC
dividend share and 1 fully paid special voting share in connection with its
DLC structure.

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.

Notice to US Glencore shareholders

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Rio Tinto or its nominees or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase,
Glencore shares outside the United States, other than pursuant to the possible
offer, before or during the period in which the possible offer, if made,
remains open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website, www.londonstockexchange.com
(https://nam12.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.londonstockexchange.com%2F&data=05%7C02%7Cpaul.brimacombe%40riotinto.com%7C819408fe88d74077d88f08dc6aba7154%7C4341df80fbe641bf89b0e6e2379c9c23%7C0%7C0%7C638502596216416069%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=A5hRR70LayBJ1CtV3dnD%2FEooZxLTsYrvI9Cpct%2Fp20o%3D&reserved=0)
.

Any shares issued under any offer, should one be made, would not be registered
under the US Securities Act of 1933.

Disclosure requirements of the Takeover Code (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, 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 dual listed companies ("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.

Requirements under Rule 6 or Rule 11

Prior to this announcement it has not been practicable for Rio Tinto to make
enquiries of all persons acting in concert with it to determine whether any
dealings in Glencore shares by such persons give rise to a requirement under
Rule 6 or Rule 11 of the Code for Rio Tinto, if it were to make an offer, to
offer any minimum level, or particular form, of consideration. In accordance
with Note 4 on Rule 2.4, any such details shall be announced as soon as
practicable and in any event by no later than the time by which Rio Tinto is
required to make its Opening Position Disclosure pursuant to Rule 8.1 of the
Code.

 

 

 

riotinto.com

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