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

 

 

 

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

 

 

 

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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 M P Randolph
Date of last notice		1 April 2011
Date issuer informed of transaction		29 August 2011
Date and place of transaction		26 August 2011 (Australian Securities Exchange)
Nature of transaction		The acquisition of 175,000 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2006 Long Term Incentive Plan and 25,126 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the 2009 Group Incentive Scheme.

 

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		Direct
Nature of indirect interest (including registered holder)		Mr Randolph has an indirect interest in 322 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.   No change to indirect holding.
Date of change		26 August 2011
No. of securities held prior to change		191,424 (Direct) 322 (Indirect)
Class		Ordinary Shares in BHP Billiton Limited
Number acquired		200,126
Number disposed		—
Value/Consideration		Exercise at nil cost
No. of securities held after change		391,550 (Direct) 322 (Indirect)
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 175,000 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2006 Long Term Incentive Plan and 25,126 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the 2009 Group Incentive Scheme.
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		647,676 –		maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP
		30,819 –		maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS
		322 –		maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus
		678,817 –		Total
Any additional information		This notification is in respect of an exercise of vested 2006 Performance Shares (175,000) under the BHP Billiton Limited Long Term Incentive Plan and the exercise of vested 2009 Deferred Shares (25,126) 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		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