Rio Survives Activist Investor Push To End Dual Listing-OxBig News Network

(Bloomberg) — Rio Tinto Group survived an attempt by an activist investor to force it to review its dual listing structure, with not enough shareholders backing the proposal.

Rio had urged shareholders to reject the proposal. Still, almost 20% voted in favor of the resolution by Palliser Capital UK Ltd., and the world’s No. 2 mining company said it will continue to engage with shareholders on the subject.

The poll needed the backing of at least 75% of Rio shareholders from both listed entities to ensure the probe would be held, although strong support under that threshold was expected to ramp up demands for a review by disgruntled investors.

The result will be seen as a win for Rio’s board and management who vocally opposed the resolution. Still, as peers such as BHP Group — which ultimately collapsed its dual listing — have found, the issue is unlikely to go away.

The push for the review was helmed by London-based hedge fund Palliser, which holds about $88 million in Rio stock. It’s argued the dual-listing structure has been an “unmitigated failure” that’s led to about $50 billion in value destruction, and hindered the miner’s ability to conduct large-scale mergers and acquisitions. 

In turn, Rio’s board has said the review process would cost hundreds of millions of dollars, have serious tax implications, and generate few benefits for shareholders.

Rio is structured as two separate entities — one listed on the London Stock Exchange and the other on the Australian Securities Exchange — yet acts as a single group, with both companies sharing expenses, revenue, profits and delivering returns such as dividends.

Its largest shareholder base is skewed to London. Under Palliser’s model, Rio would still trade in the UK but via a secondary listing governed by a parent company, headquartered in Australia. 

The miner’s board spent months urging shareholders not to vote with Palliser. It said it had already conducted an independent review into the listing which reached the conclusion that consolidating the company was not in Rio’s best interests.

(Updates with details throughout)

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