sc13dza

0000950133-08-000094.txt : 20080107 0000950133-08-000094.hdr.sgml : 20080107 20080107145839 ACCESSION NUMBER: 0000950133-08-000094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080107 DATE AS OF CHANGE: 20080107 GROUP MEMBERS: RIO TINTO INTERNATIONAL HOLDINGS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVANHOE MINES LTD CENTRAL INDEX KEY: 0001158041 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79590 FILM NUMBER: 08514812 BUSINESS ADDRESS: STREET 1: SUITE 654 STREET 2: 999 CANADA PLACE CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 BUSINESS PHONE: 604 688 5755 MAIL ADDRESS: STREET 1: 654-999 CANADA PLACE CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C 3E1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIO TINTO PLC CENTRAL INDEX KEY: 0000863064 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 ALDERMANBURY SQUARE CITY: LONDON, EC2V 7HR STATE: X0 ZIP: 00000 BUSINESS PHONE: 44 20 7781 1623 MAIL ADDRESS: STREET 1: RIO TINTO SERVICES INC. STREET 2: 80 STATE STREET CITY: ALBANY STATE: NY ZIP: 12207-2543 FORMER COMPANY: FORMER CONFORMED NAME: RTZ CORPORATION PLC DATE OF NAME CHANGE: 19950522 SC 13D/A 1 w45969sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Ivanhoe Mines Ltd.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

46579N

(CUSIP Number)

Ben Mathews
Rio Tinto plc
5 Aldermanbury Square
London EC2V 7HR
United Kingdom
+44 (0) 20 7781 2058

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

with a copy to:
George Karafotias
Shearman & Sterling LLP
Broadgate West, 9 Appold Street
London EC2A 2AP
United Kingdom
+44 (0) 20 7655 5576

January 4, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No.		46579N

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rio Tinto plc

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) þ (See Item 4)

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

225,447,400 common shares (see Items 3 and 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

225,447,400 common shares (see Items 3 and 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

225,447,400 common shares (see Items 3 and 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0 per cent (see Item 5)

TYPE OF REPORTING PERSON (See Instructions)

HC, CO

Page 2 of 7 Pages

SCHEDULE 13D


CUSIP No.		46579N

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rio Tinto International Holdings Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) þ (See Item 4)

SEC USE ONLY

SOURCE OF FUNDS (See Instructions)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

225,447,400 common shares (see Items 3 and 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

225,447,400 common shares (see Items 3 and 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

225,447,400 common shares (see Items 3 and 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0 per cent (see Item 5)

TYPE OF REPORTING PERSON (See Instructions)

Page 3 of 7 Pages

Item 1. Security and Issuer.

This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Rio Tinto plc (“Rio Tinto”) and Rio Tinto International Holdings Limited (“RTIH”) on November 3, 2006 and amended on September 12, 2007 and October 26, 2007 (as amended and supplemented, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, without par value (the “Shares”), of Ivanhoe Mines Ltd., a corporation continued under the laws of the Yukon Territory, Canada (the “Company”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following text to the end of the twenty-third paragraph of Item 3:

“On January 4, 2008, the Company drew an additional $100 million from the Facility.”

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the last two sentences of the third paragraph of Item 5 with the following text:

“On the Funding Date, RTIH acquired the Series C Warrants which, pursuant to the Funding Proportion¹, are currently exercisable to purchase an additional 25,000,000 Shares. As of January 4, 2008, the Loan Amount is convertible into an additional 25,000,000 Shares.”

Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the fourth paragraph of Item 5 with the following text:

“Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 225,447,400 Shares which, assuming the subscription by RTIH for an additional 46,304,473 Shares (and any Top Up Placement Shares if necessary), the exercise of all the Series A Warrants and the Series B Warrants, the exercise of certain of the Series C Warrants and the conversion of the Loan Amount into Shares, in addition to the 37,089,883 Shares acquired by RTIH on the First Closing Date, would represent 40.0 per cent of Company’s outstanding Shares on a fully diluted basis.”

Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the fifth paragraph of Item 5 with the following text:

“The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Rio Tinto and RTIH is based on 374,922,746 Shares outstanding as


¹		As at January 4, 2008, the Funding Proportion is 5/7, which is equal to the lesser of one and the result obtained by dividing (i) $250 million, the total drawdown under the Facility, by (ii) $350 million.

Page 4 of 7 Pages

of September 30, 2007, as contained in the Company’s quarterly report for the quarterly period ended September 30, 2007, furnished to the SEC on November 19, 2007.”

Item 7. Materials to be Filed as Exhibits.


Exhibit No.		Description

A		Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited

Page 5 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 7, 2008


		Rio Tinto plc

		/s/ Roger P. Dowding
		Signature

		Roger P. Dowding / Deputy Secretary

		Name/Title

		Rio Tinto International Holdings Limited

		/s/ Roger P. Dowding

		Signature

		Roger P. Dowding / Secretary

		Name/Title

Page 6 of 7 Pages

EXHIBIT INDEX


Exhibit No.		Description

A		Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited

Page 7 of 7 Pages

EX-99.A 2 w45969exv99wa.htm EX-99.A exv99wa

EXHIBIT A

JOINT FILING AGREEMENT
BETWEEN RIO TINTO PLC AND RIO TINTO INTERNATIONAL HOLDINGS LIMITED

The undersigned hereby agree that the Statement on Schedule 13D, dated November 3, 2006, with respect to the common shares, without par value, of Ivanhoe Mines Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 3^rd day of November, 2006.


Rio Tinto plc
By:	/s/ Anette V Lawless
	Name:	Anette V Lawless
	Title:	Company Secretary

Rio Tinto International Holdings Limited
By:	/s/ Anette V Lawless
	Name:	Anette V Lawless
	Title:	Director