UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
June 10, 2009
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BHP BILLITON LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation)
180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) |
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BHP BILLITON PLC (REG. NO. 3196209) (Exact name of Registrant as specified in its charter)
ENGLAND AND WALES (Jurisdiction of incorporation or organisation)
NEATHOUSE PLACE, VICTORIA, LONDON, UNITED KINGDOM (Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] |
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Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No |
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If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
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Company Secretariat |
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9 June 2009
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To: |
Australian Securities Exchange |
cc: |
New York Stock Exchange |
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Swiss Stock Exchange |
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JSE Limited |
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London Stock Exchange |
Deutsche Bank |
Notification of Change of Interests of Directors and Connected Persons
(Australian Securities Exchange Listing Rules Appendix 3Y)
(Listing Rules & Disclosure and Transparency Rules of the UK Listing Authority)
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Name of entities |
BHP Billiton Limited |
BHP Billiton Plc |
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ABN 49 004 028 077 |
REG NO 3196209 |
As part of a dual listed company structure, the Group voluntarily notifies all stock exchanges on which either BHP Billiton Limited or BHP Billiton Plc have primary or secondary listings, all those interests of directors and persons discharging managerial responsibilities of both entities in the securities of both entities (and changes to those interests) which are required to be disclosed under the Australian Securities Exchange (ASX) Listing Rules, the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority, the Australian Corporations Act, the United Kingdom Companies Acts and the Group's Securities Dealing Procedure.
We (the entities) advise the following information under ASX Listing Rule 3.19A.2, the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the director for the purposes of section 205G of the Australian Corporations Act and in accordance with the Group's Securities Dealing Procedure.
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Name of person discharging managerial responsibilities |
Mr M J Kloppers |
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Date of last notice |
1 April 2009 |
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Date issuer informed of transaction |
9 June 2009 |
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Date and place of transaction |
5 June 2009 on the London Stock Exchange |
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Nature of transaction |
The acquisition of 90,071 fully paid shares in BHP Billiton Plc following the exercise of Deferred Shares under the Group Incentive Scheme and the sale of 43,234 of the shares acquired to meet the expected tax liability. |
Part 1 - Change of relevant interests in securities
Included in this Part are:
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Direct or indirect interest |
Indirect |
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Nature of indirect interest (including registered holder) |
Mr Kloppers has an indirect interest in 443,520 ordinary shares in BHP Billiton Plc (including shares acquired from this transaction), as follows:
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Date of change |
5 June 2009 |
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No. of securities held prior to change |
396,683 shares (all held indirectly) |
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Class |
Ordinary fully paid shares of US$0.50 in BHP Billiton Plc |
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Number acquired |
90,071 |
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Number disposed |
43,234 |
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Value/Consideration |
Exercise of 90,071 at nil cost. Sale of 43,234 at GBP15.581 per share |
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No. of securities held after change |
443,520 shares (all held indirectly) |
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Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
The acquisition of 90,071 fully paid shares in BHP Billiton Plc following the exercise of Deferred Shares under the Group Incentive Scheme and the sale of 43,234 of the shares acquired to meet the expected tax liability. |
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Any additional information |
Mr Kloppers also has an interest in 287 BHP Billiton Limited fully paid shares purchased via Shareplus. Shareplus is an all-employee share purchase plan. Under the plan, employees contribute monies to purchase shares (Acquired Shares), up to an annual contribution limit of US$5,000 in any Plan year. Shares are purchased on a quarterly basis using the employees' contributions made each pay period over the preceding 3 months. Any Acquired Shares still held by employees at the end of a 3 year holding period will be matched by the company on a 1:1 basis. |
Part 2 - Change of interests in contracts other than as described in Part 3
Included in this Part are:
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Detail of contract |
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Nature of interest |
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Name of registered holder (if issued securities) |
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No. and class of securities to which interest related prior to change |
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Interest acquired |
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Interest disposed |
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Value/Consideration |
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Interest after change |
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Part 3 - Change
of interests in options or other rights granted by the entitiesIncluded in this Part are only details of options or other rights granted which have changed, save for the total number of securities over which options or other rights are held following this notification.
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Date of grant |
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Period during which or date on which exercisable |
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Total amount paid (if any) for the grant |
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Description of securities involved: class; number |
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Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise |
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Part 3 - Change of interests in options or other rights granted by the entities (cont'd)
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Total number of securities over which options or other rights held at the date of this notice |
BHP Billiton Plc interests :675,000 - maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP ________ 675,000 - Total BHP Billiton Limited interests: 123,429 - maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS 833,327 - maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 287 - maximum number of matched shares (ordinary shares of BHP Billiton Limited) under Shareplus ________ 957,043 - Total |
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Any additional information |
This notification is in respect of the exercise on 5 June 2009 of 90,071 Deferred Shares under BHP Billiton Plc's Group Incentive Scheme. |
Part 4 - Contact details
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Name of authorised officers responsible for making this notification on behalf of the entities |
Ms F Smith - BHP Billiton Limited Ms E Hobley - BHP Billiton Plc |
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Contact details
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Ms F Smith Tel: +61 3 9609 3179 Fax: +61 3 9609 4372 Ms E Hobley Tel: +44 20 7802 4054 Fax: +44 20 7802 3054 |
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BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: 180 Lonsdale Street Melbourne Victoria 3000 |
BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place London SW1V 1BH United Kingdom |
The BHP Billiton Group is headquartered in Australia
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
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BHP Billiton Limited and BHP Billiton Plc |
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Date: 10 June 2009 |
By: |
Jane McAloon |
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Name: |
Jane McAloon |
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Title: |
Group Company Secretary |