SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
| RIO TINTO FINANCE (USA) PLC |
RIO TINTO PLC | RIO TINTO LIMITED | ||
| (Exact Name of Registrant as Specified in Its Charter) |
(Exact Name of Registrant as Specified in Its Charter) |
(Exact Name of Registrant as Specified in Its Charter) |
| England and Wales | England and Wales | Australia | ||
| (State of Incorporation or Organization) |
(State of Incorporation or Organization) |
(State of Incorporation or Organization) | ||
| Not Applicable | Not Applicable | Not Applicable | ||
| (I.R.S. Employer Identification no) | (I.R.S. Employer Identification no) | (I.R.S. Employer Identification no) | ||
| 2 Eastbourne Terrace London W2 6LG United Kingdom |
2 Eastbourne Terrace London W2 6LG United Kingdom |
Level 33 120 Collins Street Melbourne, Victoria 3000 | ||
| (Address of Principal Executive offices) | (Address of Principal Executive offices) | (Address of Principal Executive offices) | ||
| If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x | If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨ | |
| Securities Act registration statement file number to which this form relates: | 333-175037 | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class |
Name of Each Exchange on Which | |
| U.S.$500,000,000 1.125% Notes due 2015 U.S.$500,000,000 4.750% Notes due 2042 |
New York Stock Exchange New York Stock Exchange | |
| Securities to be registered pursuant to Section 12(g) of the Act: None |
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The Registrants have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement, dated March 19, 2012 (the “Prospectus Supplement”), relating to the U.S.$500,000,000 1.125% Notes due 2015, the U.S.$500,000,000 2.000% Notes due 2017, the U.S.$1,000,000,000 3.500% Notes due 2022 and the U.S.$500,000,000 4.750% Notes due 2042 (collectively, the “Notes”), which are to be registered hereunder, to a prospectus dated March 16, 2012 (the “Prospectus”) filed under Rule 424(b) and forming a part of the Registrants’ Registration Statement on Form F-3 (File No. 333-175037), as amended by Post-Effective Amendment No. 1 thereto filed on March 16, 2012. The Registrants incorporate by reference the Prospectus Supplement and the Prospectus to the extent set forth below.
Item 1. Description of Registrants’ Securities to be Registered
Reference is made to the information set forth under the headings “Description of Guaranteed Notes” in the Prospectus Supplement and under “Description of Guaranteed Debt Securities” and “Taxation” in the Prospectus.
Item 2. Exhibits
The Notes are expected to be listed on the New York Stock Exchange (the “NYSE”), the exchange on which certain other securities of the Registrants are currently listed. Accordingly, copies of the following exhibits shall be filed with each copy of this Registration Statement filed with the Commission or with the NYSE, subject to Rule 12b-32 regarding the incorporation of exhibits by reference.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement:
| 1.1 | Indenture, dated as of July 2, 2001, as amended and restated as of March 16, 2012, among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Registrants’ Registration Statement on Form F-3 (File No. 333-175037) filed with the Commission on March 16, 2012). | |
| 1.2 | Officer’s Certificate of Rio Tinto Finance (USA) plc pursuant to Section 301 of the Indenture, dated March 22, 2012, setting forth the terms of its U.S.$500,000,000 1.125% Notes due 2015, its U.S.$500,000,000 2.000% Notes due 2017, its U.S.$1,000,000,000 3.500% Notes due 2022 and its U.S.$500,000,000 4.750% Notes due 2042. | |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.
| Rio Tinto Finance (USA) plc (Registrant) | ||
| By: | /s/ Alexander Chmel | |
| Name: | Alexander Chmel | |
| Title: | Legal Counsel, under Power of Attorney | |
| Rio Tinto plc (Registrant) | ||
| By: | /s/ Ben Mathews | |
| Name: | Ben Mathews | |
| Title: | Company Secretary | |
| Rio Tinto Limited (Registrant) | ||
| By: | /s/ Ben Mathews | |
| Name: | Ben Mathews | |
| Title: | Assistant Secretary | |
Date: April 24, 2012
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INDEX TO EXHIBITS
| Exhibit No. |
Exhibit | |
| 1.1 |
Indenture, dated as of July 2, 2001, as amended and restated as of March 16, 2012 among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Registrants’ Registration Statement on Form F-3 (File No. 333-175037) filed with the Commission on March 16, 2012). | |
| 1.2 |
Officer’s Certificate of Rio Tinto Finance (USA) plc pursuant to Section 301 of the Indenture, dated March 22, 2012, setting forth the terms of its U.S.$500,000,000 1.125% Notes due 2015, its U.S.$500,000,000 2.000% Notes due 2017, its U.S.$1,000,000,000 3.500% Notes due 2022 and its U.S.$500,000,000 4.750% Notes due 2042. | |
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