Form 6-K

 

 

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

September 17, 2010

 

 

 

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

 

 

 


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: September 17, 2010   By:  

/s/ Jane McAloon

  Name:   Jane McAloon
  Title:   Group Company Secretary


Company Secretariat

 

   LOGO
14 September 2010   

BHP Billiton Limited

180 Lonsdale Street

Melbourne Victoria 3000 Australia

GPO BOX 86A

Melbourne Victoria 3001 Australia Tel +61 1300 55 47 57 Fax +61 3 9609 4372 bhpbilliton.com

  

BHP Billiton Plc

Neathouse Place

London SW1V 1BH UK

 

Tel +44 20 7802 4000

Fax + 44 20 7802 4111 bhpbilliton.com

 

To:    Australian Securities Exchange    cc:    New York Stock Exchange
   London Stock Exchange       JSE Limited

Notification of Change of Interests of

Persons Discharging Managerial Responsibility

(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 Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority and the Group’s Securities Dealing Procedure.

We (the entities) advise the following information under the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Group’s Securities Dealing Procedure.

 

Name of person discharging managerial responsibilities    Mr J M Yeager
Date of last notice    1 April 2010
Date issuer informed of transaction    13 September 2010
Date and place of transaction    8 September 2010 (Australian Securities Exchange)
Nature of transaction    The acquisition of 325,000 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2005 Long Term Incentive Plan and 56,373 ordinary shares in BHP Billiton Limited following the exercise of 2008 Deferred Shares under the Group Incentive Scheme. In addition, an on-market sale of 141,101 ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations.

 

BHP Billiton Limited ABN 49 004 028 077

Registered in Australia

Registered Office:180 Lonsdale Street, Melbourne Victoria 3000 Australia

  

BHP Billiton Plc Registration number 3196209

Registered in England and Wales

Registered Office: Neathouse Place, London SW1V 1BH UK

   Members of the BHP Billiton Group which is headquartered in Australia


Part 1 – Change of relevant interests in securities

Included in this Part are:

 

 

in the case of a trust, interests in the trust made available by the responsible entity of the trust;

 

 

details of the circumstance giving rise to the relevant interest;

 

 

details and estimated valuation if the consideration is non-cash; and

 

 

changes in the relevant interest of Connected Persons of the director.

 

Direct or indirect interest    Direct

Nature of indirect interest

(including registered holder)

  

Mr Yeager has an indirect interest in 348 BHP Billiton Limited shares (held as 174 BHP Billiton Limited ADRs) 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).

 

Mr Yeager also holds an indirect interest in 268 ordinary shares in BHP Billiton Limited (held as 134 BHP Billiton ADRs) held by Cede & Company, and they are held on behalf of Mr Yeager as beneficial owner.

 

No change to indirect holding.

Date of change    8 September 2010
No. of securities held prior to change    23,364 (Direct)
Class    Ordinary Shares in BHP Billiton Limited
Number acquired    381,373
Number disposed    141,101
Value/Consideration   

Exercise of 381,373 at nil cost

 

Sale of 141,101 at $37.94

No. of securities held after change    263,636 (Direct)

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 325,000 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2005 Long Term Incentive Plan and 56,373 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the 2008 Group Incentive Scheme. In addition, an on-market sale of 141,101 ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations.
Any additional information   

 

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

Included in this Part are:

 

 

only details of a contract in relation to which the interest has changed; and

 

 

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   

 

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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   29,877    –    maximum number Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS
    757,702    –    maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP
    348    –    maximum number of Matched Shares (ordinary shares of BHP Billiton Limited, held as 86 Limited ADRs) under Shareplus
         
           
    787,927    –    Total   
Any additional information     This notification is in respect of an exercise of vested 2005 Performance Shares (325,000) under the BHP Billiton Limited Long Term Incentive Plan and the exercise of vested 2008 Deferred Shares (56,373) 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  

Fiona Smith – BHP Billiton Limited

 

Geof Stapledon – BHP Billiton Plc

Contact details    

Fiona Smith

 

 

Geof Stapledon

  

Tel:

Fax:

 

Tel:

Fax:

  

+61 3 9609 3179

+61 3 9609 4372

 

+44 20 7802 4176

+44 20 7802 3054

 

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