Rio Tinto PLC — Major Shareholding Notification 2013

Nov 18, 2013

SC 13D/A 1 d631605dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Constellium N.V.

(Name of Issuer)

Common Shares, without par value

(Title of class of securities)

NN22035104

(CUSIP Number)

Eleanor Evans

Rio Tinto plc

2 Eastbourne Terrace

London W2 6LG

United Kingdom

+44 (0) 20 7781 2000

(Name, Address and Telephone Number of Person Authorised to Receive Notices and Communications)

with copy to:

Thomas B. Shropshire, Jr.

Linklaters LLP

One Silk Street

London EC2Y 8HQ

United Kingdom

+44 (0) 20 7456 3223

November 14, 2013

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See § 240.13d-7 for other parties to whom copies are to be sent.

• 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).

CUSIP No. NN22035104

| 1 | NAME OF
REPORTING PERSON. Rio Tinto plc | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (See Item 4) | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANISATION England and Wales | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| | 8 | SHARED VOTING POWER 9,597,570 (see Items 3 and 5) |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE POWER 9,597,570 (see Items 3 and 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 9,597,570 (see Items 3 and 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 9.22 per cent. (see Item 5) | |
| 14 | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) HC, CO | |

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CUSIP No. NN22035104

| 1 | NAME OF
REPORTING PERSON. Rio Tinto International Holdings Limited | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x (See Item 4) | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANISATION England and Wales | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| | 8 | SHARED VOTING POWER 9,597,570 (see Items 3 and 5) |
| | 9 | SOLE DISPOSITIVE POWER 0 |
| | 10 | SHARED DISPOSITIVE POWER 9,597,570 (see Items 3 and 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 9,597,570 (see Items 3 and 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 9.22 per cent. (see Item 5) | |
| 14 | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) HC, CO | |

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Item 1. Security and Issuer

This Amendment No. 1 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 June 10, 2013 (as amended and supplemented, the “ Schedule 13D ”) with the Securities and Exchange Commission (the “ SEC ”), relating to the Class A ordinary shares, nominal value €0.02 per share (the “ Shares ”), of Constellium N.V., a Dutch public law company (the “ Company ”), whose principal executive offices are at Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, the Netherlands.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented as follows:

On November 14, 2013, Rio Tinto sold 19,316,355 Shares (including 2,625,000 Shares sold as a result of the exercise by the underwriters of their option to purchase additional shares (the “ Purchase Option ”)) pursuant to an underwritten offering (the “ Offering ”). The Shares were sold at a public offering price of $17.00 per Share less the underwriting discount.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

The responses of Rio Tinto and RTIH to Rows (11) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.

On November 14, 2013, RTIH sold 19,316,355 Shares pursuant to the Offering (including 2,625,000 Shares sold pursuant to the Purchase Option), as discussed in the Company’s registration statement on Form F-1 (File No. 333-191863), filed with the SEC on October 25, 2013, as amended, and the underwriting agreement dated as of November 7, 2013 (the “ Underwriting Agreement ”), among the Company, RTIH, Omega Management GmbH & Co. KG (“ Omega ”) and Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the underwriters identified therein. Upon completion of the Offering on November 14, 2013, RTIH held 9,597,570 Shares, representing 9.22 per cent. of the Company’s outstanding Shares.

The percentage of Shares is based on 104,071,815 outstanding Shares as of November 14, 2013.

As a result of the arrangements under the Shareholders’ Agreement, Rio Tinto and RTIH may be deemed to comprise a group with Apollo Omega (Lux) S.à.r.l. (“ Apollo ”), AMI (Luxembourg) S.à.r.l. (“ AMI ”), Bpifrance Participations, formerly Fonds Stratégique d’Investissement (“ Bpifrance ”, and together with RTIH, Apollo and AMI, the “ Shareholders ”), within the meaning of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), that may be deemed to share voting power with respect to the aggregate 60,006,014 Shares held by the Shareholders, which represents approximately 57.66 per cent. of the Company’s outstanding Shares. Each of the Rio Tinto and RTIH disclaims beneficial ownership of all of the Shares held by Apollo, AMI and Bpifrance, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose.

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In addition, the Shares deemed beneficially owned by each of Rio Tinto and RTIH with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person.

Except as disclosed in this Schedule 13D, neither of Rio Tinto nor RTIH nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.

Except as disclosed in this Schedule 13D, neither of Rio Tinto nor RTIH nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any other Shares which they may be deemed to beneficially own.

Except as disclosed in this Schedule 13D, neither of Rio Tinto nor RTIH nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.

To the best respective knowledge of Rio Tinto and RTIH, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Rio Tinto and RTIH.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Underwriting Agreement

On November 7, 2013, the Company, RTIH and Omega entered into the Underwriting Agreement with Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co LLC as representatives of the underwriters identified in the Underwriting Agreement (collectively, the “ Underwriters ”), with respect the sale of Shares held by RTIH and Omega. Closing of the sales occurred on November 14, 2013.

Lock-Up Agreement

In connection with the Offering and pursuant to the Underwriting Agreement, RTIH entered into a lock-up agreement (the “ Lock-Up Agreement ”) with the representatives of the Underwriters, pursuant to which RTIH agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, any of the Shares, or any options or warrants to purchase any Shares, or any securities convertible into, exchangeable for or that represent the right to receive any Shares, for a 60 day period ending on the date that is 60 days after November 7, 2013 (such period, the “ Lock-Up Period ”), except with the prior written consent of the representatives of the underwriters.

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The Lock-Up Period will be automatically extended if (i) during the last 17 days of the Lock-Up Period, the Company releases earnings results or announces material news or a material event, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Lock-Up Period, in which case the restrictions imposed by the Lock-Up Agreement will continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the announcement of the material news or material event, unless Goldman, Sachs & Co., as the representative of the underwriters, agrees to waive such extension.

The summaries of the Underwriting Agreement as described in this Item 6 and in Item 5 above, and of the Lock-Up Agreement as described in this Item 6, do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached to this Schedule 13D as Exhibits F and G, and are incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits

Exhibit Number	Description
A	Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited
B	Form of Amended and Restated Shareholders Agreement dated as of May 29, 2013, by and among the Company, Apollo, AMI, RTIH and FSI, incorporated herein by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form
F-1 filed with the Securities and Exchange Commission on May 13, 2013 (File No. 333-188556), as amended *
C	Form of Underwriting Agreement, by and among the Company, Apollo, AMI, RTIH, and Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the Underwriters named in Schedule I to
the Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to Amendment No. 3 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 21, 2013 (File No. 333-188556)) *
D	Form of Lock-Up Agreement, by and among Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the Underwriters named in Schedule I to the Underwriting Agreement, and RTIH,
incorporated herein by reference to Annex III to Exhibit 1.1 to Amendment No. 3 to the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 21, 2013 (File No. 333-188556) *
E	Share Purchase Agreement dated as of May 22, 2013, by and among Apollo, AMI, RTIH and FSI *
F	Form of Underwriting Agreement, by and among the Company, RTIH, Omega Management GmbH & Co. KG and Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as
representatives of the Underwriters named in Schedule I to the Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange
Commission on November 4, 2013 (File No. 333-191863))
G	Form of Lock-Up Agreement, by and among Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the Underwriters named in Schedule I to the
Underwriting Agreement, and RTIH, incorporated herein by reference to Annex III to Exhibit 1.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 4, 2013 (File
No. 333-191863)

• Filed as an exhibit to the original Schedule 13D on June 10, 2013.

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SIGNATURES

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

Dated: November 18, 2013

Rio Tinto plc
By:	/s/ Eleanor Evans
	Signature
	Eleanor Evans / Secretary
	Name/Title

Rio Tinto International Holdings Limited
By:	/s/ Gemma Aldridge
	Signature
	Gemma Aldridge / Secretary
	Name/Title

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SCHEDULE A

The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:

Rio Tinto plc

Directors and Executive Officers

Name	Present Principal Occupation	Business Address	Citizenship
Directors
Jan du Plessis	Chairman of Rio Tinto	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Sam Walsh	Chief Executive of Rio Tinto	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia
Christopher Lynch	Chief Financial Officer	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia
Guy Elliot	Senior Executive Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Robert Brown	Company Director	1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada	Canada
Vivienne Cox	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Michael Fitzpatrick	Company Director	120 Collins Street Melbourne Victoria 3000 Australia	Australia
Ann Godbehere	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	Canada and United Kingdom
Richard Goodmanson	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United States of America
Lord Kerr	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Paul Tellier	Company Director	1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada	Canada
John Varley	Company Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

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Name	Present Principal Occupation	Business Address	Citizenship
Executive Officers
Hugo Bagué	Group Executive, Organisational
Resources	2 Eastbourne Terrace London W2 6LG United Kingdom	Belgium
Preston Chiaro	Group Executive, Technology &
Innovation	4700 Daybreak Parkway South Jordan, Utah 84095 United States	United States of America
Jacynthe Coté	Chief Executive of Rio Tinto Alcan	2 Eastbourne Terrace London W2 6LG United Kingdom	Canada
Alan Davies	Chief Executive of Rio Tinto Diamonds
& Minerals	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia
Eleanor Evans	Company Secretary	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Andrew Harding	Chief Executive of Rio Tinto Iron
Ore	2 Eastbourne Terrace London W2 6LG United Kingdom	Australia
Jean-Sébastien Jacques	Chief Executive of Rio Tinto Copper	2 Eastbourne Terrace London W2 6LG United Kingdom	France
Harry Kenyon-Slaney	Chief Executive of Rio Tinto
Energy	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Debra Valentine	Group Executive, Legal and External
Affairs	2 Eastbourne Terrace London W2 6LG United Kingdom	United States of America

Rio Tinto International Holdings Limited

Directors and Executive Officer

Directors — Mark Andrewes	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Eleanor Evans	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom
Dan Larsen	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	United States of America
Ulf Quellmann	Director	2 Eastbourne Terrace London W2 6LG United Kingdom	Germany
Executive Officer
Gemma Aldridge	Secretary	2 Eastbourne Terrace London W2 6LG United Kingdom	United Kingdom

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EXHIBIT INDEX

Exhibit Number	Description
A	Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited
B	Form of Amended and Restated Shareholders Agreement dated as of May 29, 2013, by and among the Company, Apollo, AMI, RTIH and FSI, incorporated herein by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form
F-1 filed with the Securities and Exchange Commission on May 13, 2013 (File No. 333-188556), as amended *
C	Form of Underwriting Agreement, by and among the Company, Apollo, AMI, RTIH, and Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the Underwriters named in Schedule I to
the Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to Amendment No. 3 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 21, 2013 (File No. 333-188556)) *
D	Form of Lock-Up Agreement, by and among Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the Underwriters named in Schedule I to the Underwriting Agreement, and RTIH,
incorporated herein by reference to Annex III to Exhibit 1.1 to Amendment No. 3 to the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 21, 2013 (File No. 333-188556) *
E	Share Purchase Agreement dated as of May 22, 2013, by and among Apollo, AMI, RTIH and FSI *
F	Form of Underwriting Agreement, by and among the Company, RTIH, Omega Management GmbH & Co. KG and Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as
representatives of the Underwriters named in Schedule I to the Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange
Commission on November 4, 2013 (File No. 333-191863))
G	Form of Lock-Up Agreement, by and among Goldman, Sachs & Co., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the Underwriters named in Schedule I to the
Underwriting Agreement, and RTIH, incorporated herein by reference to Annex III to Exhibit 1.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on November 4, 2013 (File
No. 333-191863)

• Filed as an exhibit to the original Schedule 13D on June 10, 2013.

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