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As filed with the U.S. Securities and Exchange Commission on February 18, 2005

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts


Rio Tinto plc
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

England and Wales
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)


Rio Tinto Services Inc.
8309 West 3595 South,
Magma, Utah 84044
Tel. No.: (801) 583-6707
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)    

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE


Title of each class of
Securities to be registered

  Amount
to be registered

  Proposed maximum
aggregate price per
unit(1)

  Proposed maximum
aggregate offering
price(2)

  Amount of
registration fee


American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four ordinary shares of Rio Tinto plc   100,000,000 American Depositary Shares   $0.05   $5,000,000   $588.50

(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



PART I
INFORMATION REQUIRED IN PROSPECTUS

        The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.


CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption
  Location in Form of American Depositary
Receipt Filed Herewith as Prospectus

(1)   Name and address of Depositary   Introductory paragraph
(2)   Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top centre
    Terms of Deposit:    
    (i)   Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
    (ii)   Procedure for voting, if any, the deposited securities   Paragraphs 15, 16 and 18
    (iii)   Collection and distribution of dividends   Paragraphs 4, 12, 14 and 18
    (iv)   Transmission of notices, reports and proxy soliciting material   Paragraphs 7, 12, 15, 16 and 17
    (v)   Sale or exercise of rights   Paragraphs 14, 15 and 18
    (vi)   Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs 13, 15, 17 and 18
    (vii)   Amendment, extension or termination of the Deposit Agreement   Paragraphs 20 and 21
    (viii)   Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts   Paragraph 12
    (ix)   Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs 2, 3, 4, 5, 6, 9 and 22
    (x)   Limitation upon the liability of the Depositary   Paragraphs 14, 18, 19 and 21
(3)   Fees and Charges   Paragraphs 8 and 9


Item 2. AVAILABLE INFORMATION

Item Number and Caption
  Location in Form of American Depositary
Receipt Filed Herewith as Prospectus

(b)   Statement that Rio Tinto plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.   Paragraph 12


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS


Item 4. UNDERTAKINGS



SIGNATURE

        Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 17, 2005.


 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 

By:

JPMORGAN CHASE BANK, N.A., as Depositary

 

By:

/s/ Joseph M. Leinhauser

  Name: Joseph M. Leinhauser
  Title: Vice President

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Rio Tinto plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London on 17 February 2005.


 

RIO TINTO PLC

 

By:

/s/ Anette V Lawless

  Name: Anette V Lawless
  Title: Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Paul D. Skinner and Guy R. Elliot, and each of them severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature

  Title
  Date

/s/ Paul D. Skinner

Paul D. Skinner

 

Chairman

 

February 17, 2005

/s/ R. Leigh Clifford

R. Leigh Clifford

 

Chief Executive

 

February 17, 2005

/s/ Guy R. Elliot

Guy R. Elliot

 

Finance Director

 

February 17, 2005

  

Sir Richard V. Giordano

 

Deputy Chairman and Senior Non-Executive Director

 

February     , 2005

  

Leon A. Davis AO

 

Deputy Chairman and Non-Executive Director

 

February     , 2005

  

Dr Ashton T. Calvert AC

 

Non-Executive Director

 

February     , 2005
         


/s/ Sir David C. Clementi

Sir David C. Clementi

 

Non-Executive Director

 

February 17, 2005

  

Vivienne Cox

 

Non-Executive Director

 

February     , 2005

/s/ Richard R. Goodmanson

Richard R. Goodmanson

 

Non-Executive Director

 

February 17, 2005

  

Andrew F.J. Gould

 

Non-Executive Director

 

February 17, 2005

/s/ Lord Kerr

Lord Kerr

 

Non-Executive Director

 

February 17, 2005

/s/ David L. Mayhew

David L. Mayhew

 

Non-Executive Director

 

February 17, 2005

  

John P. Morschel

 

Non-Executive Director

 

February     , 2005

/s/ Sir Richard B. Sykes

Sir Richard B. Sykes

 

Non-Executive Director

 

February 17, 2005

/s/ Shannon S. Crompton

Shannon S. Crompton

 

Authorized Representative in the United States

 

February 17, 2005


INDEX TO EXHIBITS

Exhibit
Number

   
(a)   Form of Amendment to Deposit Agreement.

(d)

 

Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.



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PART I INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 2. AVAILABLE INFORMATION
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
Item 4. UNDERTAKINGS
SIGNATURE
INDEX TO EXHIBITS