UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 18, 2009

 

    

 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)

 

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)

 

 

 

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

 

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):  [ ]

 

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):  [ ]

 

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

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 

 

Company Secretariat

17 August 2009

 

 


To:

Australian Securities Exchange

London Stock Exchange

cc:

New York Stock Exchange

Swiss Stock Exchange

JSE Limited

Deutsche Bank

UBS Zurich

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)

Name of entities

BHP Billiton Limited

BHP Billiton Plc
 

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.

Name of person discharging managerial responsibilities

Mr M J Kloppers

Date of last notice

1 July 2009

Date issuer informed of transaction

14 August 2009

Date and place of transaction

12 August 2009 (London Stock Exchange)

13 August 2009 (Australian Securities Exchange)

Nature of transaction

225,000 ordinary shares in BHP Billiton Plc following the exercise of Performance Shares under the Long Term Incentive Plan.

27,582 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the Group Incentive Scheme.

In addition, an on-market sale of 119,842 BHP Billiton Plc ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations.

Part 1 - Change of relevant interests in securities

Included in this Part are:

  1. in the case of a trust, interests in the trust made available by the responsible entity of the trust;
  2. details of the circumstance giving rise to the relevant interest;
  3. details and estimated valuation if the consideration is non-cash; and
  4. changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest

Indirect

Nature of indirect interest

(including registered holder)

Mr Kloppers has an indirect interest in 548,678* ordinary shares in BHP Billiton Plc, as follows:

i) 468,678 ordinary shares in BHP Billiton Plc registered in the name of Lynchwood Nominees Limited of which Mr Kloppers is the beneficial holder; and

ii) 80,000 ordinary shares in BHP Billiton Plc held by the Kloppers Family Superannuation Fund and registered in the name of Lynchwood Nominees Limited.

Mr Kloppers also has an indirect interest in 27,910* ordinary shares in BHP Billiton Limited, as follows:

iii) 27,582 ordinary shares in BHP Billiton Limited registered in the name of UBS Wealth Management Australia Nominees Pty Ltd of which Mr Kloppers is the beneficial holder; and

iv) 328 ordinary shares in BHP Billiton Limited held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme. Shareplus is an all employee share purchase plan of the BHP Billiton Group.

*Note - totals above include shares acquired from these transactions.

Date of change

12 August 2009 (on London Stock Exchange)

13 August 2009 (on Australian Securities Exchange)

No. of securities held prior to change

443,520 (BHP Billiton Plc)

328 (BHP Billiton Limited)

Class

Ordinary Shares in BHP Billiton Plc & BHP Billiton Limited

Number acquired

225,000 (BHP Billiton Plc)

27,582 (BHP Billiton Limited)

Number disposed

119,842 (BHP Billiton Plc)

Value/Consideration

Exercise of 225,000 (BHP Billiton Plc) & 27,582 (BHP Billiton Limited) at nil cost

Sale of 119,842 (BHP Billiton Plc) at GBP15.488

No. of securities held after change

548,678 (BHP Billiton Plc) all held indirectly

27,910 (BHP Billiton Limited) all held indirectly

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 252,582 ordinary shares in BHP Billiton - 225,000 ordinary shares in BHP Billiton Plc following the exercise of Performance Shares under the Long Term Incentive Plan and 27,582 Deferred Shares under the BHP Billiton Ltd Group Incentive Scheme. In addition, an on-market sale of 119,842 ordinary shares in BHP Billiton Plc on the London Stock Exchange, made in order to meet expected tax obligations.

Any additional information

-

Part 2 - Change of interests in contracts other than as described in Part 3

Included in this Part are:
  1. only details of a contract in relation to which the interest has changed; and
  2. details and estimated valuation if the consideration is non-cash.

Detail of contract

-

Nature of interest

-

Name of registered holder

(if issued securities)

-

No. and class of securities to which interest related prior to change

-

Interest acquired

-

Interest disposed

-

Value/Consideration

-

Interest after change

-

Part 3 - Change of interests in options or other rights granted by the entities

Included 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.

Date of grant

-

Period during which or date on which exercisable

-

Total amount paid (if any) for the grant

-

Description of securities involved:

class; number

-

Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise

-

Part 3 - Change of interests in options or other rights granted by the entities (cont'd)

Total number of securities over which options or other rights held at the date of this notice

BHP Billiton Plc interests:

450,000 - maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP

________

450,000 - Total

BHP Billiton Limited interests:

95,847 - 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

328 - maximum number of matched shares (ordinary shares of BHP Billiton Limited) under Shareplus

________

929,502 - Total

Any additional information

This notification is in respect of an exercise of vested 2004 Performance Shares (225,000) under the BHP Billiton Plc Long Term Incentive Plan and the exercise of vested 2007 Deferred Shares (27,582) under the BHP Billiton Limited Group Incentive Scheme.

Part 4 - Contact details

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

Contact details

 

 

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

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

 

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.

 

 

 

BHP Billiton Limited and BHP Billiton Plc

 

 

 

Date: 18 August 2009

By:

/s/ Jane McAloon
 
 

Name:

Jane McAloon

 

Title:

Group Company Secretary