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Rio Tinto has dismissed support for a review of its corporate structure from two influential shareholder advisers, defending its UK listing against pressure from an activist investor.
The Anglo-Australian mining group comprises separately listed companies in London and Sydney but has been under pressure to merge its listings on the Australian stock exchange, where mining companies have traded at a premium to London in recent years.
Such a move would further diminish the London Stock Exchange’s standing as a home for mining stocks. BHP, Rio’s larger rival, took a similar step in 2022.
Proxy adviser Institutional Shareholder Services said on Tuesday that it supported a motion from activist investors led by Palliser Capital for Rio to launch a new review of its share structure.
The motion to Rio’s twin annual meetings in April and May asks the miner to form a committee of independent directors, with an external shareholder in attendance, to review whether it should redomicile its listing into a unified Australian company.
Glass Lewis, another proxy adviser, also supported the Palliser motion last week.
Rio said on Wednesday that its board unanimously recommended shareholders vote against the motion.
The miner said it had already conducted a review and opted against the move, arguing it would destroy shareholder value by generating billions of dollars in tax losses.
Rio has argued it would be unlikely to gain the necessary investor support since more than two-thirds of its shareholders hold the UK-listed stock.
It added that the value of its Australia-listed shares would be likely to drop by more than 10 per cent if combined with the lower-value UK stock.
The company also rejected the notion that a unified structure would give it more “hypothetical flexibility” for dealmaking.
Rio said senior executives had met Palliser seven times since 2024 as well as a “broad range of shareholders” to discuss its own “robust and comprehensive” review of a potential consolidation of its structure.
