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 30, 2011

 

 

 

BHP BILLITON LIMITED (ABN 49 004 028 077)		BHP BILLITON PLC (REG. NO. 3196209)
(Exact name of Registrant as specified in its charter)		(Exact name of Registrant as specified in its charter)

 

 

 

VICTORIA, AUSTRALIA		ENGLAND AND WALES
(Jurisdiction of incorporation or organisation)		(Jurisdiction of incorporation or organisation)
180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA		NEATHOUSE PLACE, VICTORIA, LONDON, UNITED KINGDOM
(Address of principal executive offices)		(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

 

 

 

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Company Secretariat
		BHP Billiton Limited				BHP Billiton Plc
		180 Lonsdale Street				Neathouse Place
		Melbourne Victoria 3000 Australia				London SW1V 1BH UK
		GPO BOX 86A
		Melbourne Victoria 3001 Australia				Tel +44 20 7802 4000
		Tel +61 1300 55 47 57 Fax +61 3 9609 4372				Fax + 44 20 7802 4111
30 August 2011		bhpbilliton.com				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 document.

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 document.

 

Name of person discharging managerial responsibilities		Mr A Mackenzie
Date of last notice		8 December 2010
Date issuer informed of transaction		29 August 2011
Date and place of transaction		25 August 2011 (London Stock Exchange)
Nature of transaction		The acquisition of 12,476 ordinary shares in BHP Billiton Plc following the exercise of Deferred Shares under the 2009 Group Incentive Scheme. In addition, an on-market sale of 6,572 ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations.

 

BHP Billiton Limited ABN 49 004 028 077		BHP Billiton Plc Registration number 3196209
Registered in Australia		Registered in England and Wales
Registered Office: 180 Lonsdale Street, Melbourne Victoria 3000 Australia		Registered Office: Neathouse Place, London SW1V 1BH UK

Members of the BHP Billiton Group which is headquartered in Australia

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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		Indirect
Nature of indirect interest (including registered holder)		Mr Mackenzie has an indirect interest in 61,215* ordinary shares in BHP Billiton Plc. 60,904 of these ordinary shares are held by Pershing Nominees held jointly by Mr A Mackenzie and Mrs E Mackenzie, of which Mr Mackenzie is a beneficiary, and 311 ordinary shares of BHP Billiton Plc 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 – total above reflects shares transferred in this transaction following the exercise of BHP Billiton Plc Deferred Shares under the 2009 Group Incentive Scheme.
Date of change		25 August 2011
No. of securities held prior to change		55,311
Class		Ordinary Shares in BHP Billiton Plc
Number acquired		12,476
Number disposed		6,572
Value/Consideration		Exercise at nil cost Sale of 6,572 at £19.40
No. of securities held after change		61,215
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 12,476 ordinary shares in BHP Billiton Plc following the exercise of Deferred Shares under the 2009 Group Incentive Scheme. In addition, an on-market sale of 6,572 ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations.
Any additional information		—

 

2

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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		—

 

3

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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			565,839 –			maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP
			22,700 –			maximum number of Deferred Shares (ordinary shares of BHP Billiton Plc) under the GIS
			30,389 –			maximum number of GIS Options (over ordinary shares of BHP Billiton Plc) under the GIS
			16,119 –			vested GIS Options (ordinary shares of BHP Billiton Plc)
			311 –			maximum number of matched shares (ordinary shares of BHP Billiton Plc) under Shareplus
			635,358 –			Total
Any additional information			This notification is in respect of an exercise of vested 2009 Deferred Shares (12,476) under the BHP Billiton Plc Group Incentive Scheme and the vesting of 2009 Options (16,119) under the BHP Billiton Plc Group Incentive Scheme.

Part 4 – Contact details

 

Name of authorised officers responsible for making this notification on behalf of the entities		Libby Joyner – BHP Billiton Limited
		Geof Stapledon – BHP Billiton Plc
Contact details		Libby Joyner		Tel:		+61 3 9609 2339
				Fax:		+61 3 9609 4372
		Geof Stapledon		Tel:		+44 20 7802 4176
				Fax:		+44 20 7802 3054

 

4

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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: August 30, 2011		By:		/s/ Jane McAloon
		Name:		Jane McAloon
		Title:		Group Company Secretary