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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

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
April 10, 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
      

 

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

Rio Tinto plc
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ (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 ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  England and Wales
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   245,775,029 common shares (see Items 3 and 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    245,775,029 common shares (see Items 3 and 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  245,775,029 common shares (see Items 3 and 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  42.1 per cent (see Item 5)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC, CO

Page 2 of 11 Pages

 

SCHEDULE 13D
                     
 CUSIP No.      46579N
      

 

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

Rio Tinto International Holdings Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ (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 ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  England and Wales
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   245,775,029 common shares (see Items 3 and 5)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    245,775,029 common shares (see Items 3 and 5)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  245,775,029 common shares (see Items 3 and 5)
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  42.1 per cent (see Item 5)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

Page 3 of 11 Pages

 

Item 1. Security and Issuer.
          This Amendment No. 4 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, October 26, 2007 and January 7, 2008 (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 2. Identity and Background.
          Item 2 of the Schedule 13D is hereby amended and supplemented by replacing the third paragraph of Item 2 with the following text:
“The principal executive office of Rio Tinto is located at 5 Aldermanbury Square, London, EC2V 7HR, United Kingdom. The principal executive office of RTIH is located at 2 Eastbourne Terrace, London, W2 6LG, United Kingdom.”
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 April 10, 2008, the Company drew the remaining $100 million from the Facility.”
Item 5. Interest in Securities of the Issuer.
          Item 5 of the Schedule 13D is hereby amended and restated in its entirety 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.
          Pursuant to the Private Placement Agreement, on the First Closing Date, RTIH acquired 37,089,883 Shares, representing upon completion 9.95 per cent of the Company’s outstanding Shares. RTIH has also agreed to subscribe for an additional 46,304,473 Shares (and has the right to subscribe for Top Up Placement Shares if necessary), representing upon completion 9.95 per cent of the Company’s then outstanding Shares, upon the Company entering into an Approved OT Investment Contract as set forth in Item 3.
          On the First Closing Date, RTIH acquired the Series A Warrants and the Series B Warrants which are exercisable to purchase an additional 92,053,044 Shares. On the Funding Date, RTIH acquired the Series C Warrants which, pursuant to the Funding Proportion3, are
 
3   As at April 10, 2008, the Funding Proportion is one, which is equal to the lesser of one and the result obtained by dividing (i) $350 million, the total drawdown under the Facility, by (ii) $350 million

Page 4 of 11 Pages

 

currently exercisable to purchase an additional 35,000,000 Shares. As of April 10, 2008, the Loan Amount is convertible into an additional 35,327,629 Shares.
          Therefore, each of Rio Tinto and RTIH is deemed to beneficially own 245,775,029 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, Series B Warrants and 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 42.1 per cent of Company’s outstanding Shares on a fully diluted basis.
          The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Rio Tinto and RTIH is based on 375,118,741 Shares outstanding as of March 27, 2008, as contained in the Company’s 2008 Notice of Annual Meeting of the Shareholders and Management Proxy Circular furnished to the SEC on Form 6-K on April 2, 2008.
          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 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 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 of the Shares which they may be deemed to beneficially own.
          Except as disclosed in this Schedule 13D, neither 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 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 Rio Tinto and RTIH.
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 11 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: April 10, 2008
         
 
  Rio Tinto plc    
 
        
 
   /s/ Ben Mathews    
 
  Signature    
 
        
 
   Ben Mathews / Secretary    
 
  Name/Title    
 
        
 
        
 
  Rio Tinto International Holdings Limited    
 
        
 
   /s/ Ben Mathews    
 
  Signature    
 
        
 
        
 
  Ben Mathews / Director    
 
  Name/Title    

Page 6 of 11 Pages

 

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
             
    Present Principal        
Name   Occupation   Business Address   Citizenship
Directors
            
Paul Skinner
  Chairman of Rio Tinto   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Tom Albanese
  Chief Executive of Rio Tinto   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United States of America
Guy Elliott
  Finance Director of Rio Tinto   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Dick Evans
  Chief Executive of Rio Tinto Alcan   1188 Sherbrooke Street
West, Montreal, Quebec
H3A 3G2, Canada 		  United States of America
Sir David Clementi
  Company Director   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Vivienne Cox
  Executive Vice-President of BP plc   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Sir Rod Eddington
  Company Director   120 Collins Street
Melbourne
Victoria 3000
Australia 		  Australia
Mike Fitzpatrick
  Company Director   120 Collins Street
Melbourne
Victoria 3000
Australia 		  Australia
Yves Fortier
  Company Director   1188 Sherbrooke Street
West, Montreal, Quebec
H3A 3G2, Canada 		  Canada

Page 7 of 11 Pages

 

             
    Present Principal        
Name   Occupation   Business Address   Citizenship
Richard Goodmanson
  Executive Vice President and Chief Operating Officer of DuPont   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United States of America
Andrew Gould
  Chairman and Chief Executive Officer of Schlumberger Ltd.   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Lord Kerr
  Company Director   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
David Mayhew
  Chairman of Cazenove Group plc   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Sir Richard Sykes
  Company Director   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Paul Tellier
  Company Director   1188 Sherbrooke Street
West, Montreal, Quebec
H3A 3G2, Canada 		  Canada
Executive Officers
            
Hugo Bague
  Global Head of HR   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  Belgium
Bret Clayton
  Chief Executive of the Copper group   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United States of America
Preston Chiaro
  Chief Executive of the Energy group   5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United States of America
Keith Johnson
  Group Executive,
Business Resources 		  5 Aldermanbury Square
London EC2V 7HR United
Kingdom 		  United Kingdom
Grant Thorne
  Group Executive Technology and Innovation   Comalco Place
12 Creek Street
Brisbane
QLD 4000
Australia 		  Australia

Page 8 of 11 Pages

 

             
    Present Principal        
Name   Occupation   Business Address   Citizenship
Sam Walsh
  Chief Executive of the Iron Ore Group   120 Collins Street
Melbourne
Victoria 3000
Australia 		  Australia

Page 9 of 11 Pages

 

Rio Tinto International Holdings Limited
Directors and Executive Officers
             
    Present Principal        
Name   Occupation   Business Address   Citizenship
Directors
            
Dan Larsen
  Head of Controllers   2 Eastbourne Terrace
London W2 6LG
United Kingdom 		  United States of America
Christopher Lenon
  Head of Taxation   2 Eastbourne Terrace
London W2 6LG
United Kingdom 		  United Kingdom
Ian Ratnage
  Head of Treasury   2 Eastbourne Terrace
London W2 6LG
United Kingdom 		  United Kingdom
Ben Mathews
  Company Secretary of Rio Tinto plc   5 Aldermanbury Square
London EC2V 7HR
United Kingdom 		  United Kingdom
Executive Officers
            
Roger Dowding
  Deputy Secretary of Rio Tinto plc   2 Eastbourne Terrace
London W2 6LG
United Kingdom 		  United Kingdom

Page 10 of 11 Pages

 

EXHIBIT INDEX
     
Exhibit No.   Description
 
    
A
  Joint Filing Agreement between Rio Tinto plc and Rio Tinto International Holdings Limited

Page 11 of 11 Pages