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

December 22, 2014

 

 

 

BHP BILLITON LIMITED

(ABN 49 004 028 077)

(Exact name of Registrant as specified in its charter)

 

VICTORIA, AUSTRALIA

(Jurisdiction of incorporation or organisation)

 

171 COLLINS 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    LOGO                     
   BHP Billiton Limited    BHP Billiton Plc
   171 Collins Street    Neathouse Place
   Melbourne Victoria 3000 Australia    London SW1V 1LH UK
   GPO BOX 86    Tel +44 20 7802 4000
   Melbourne Victoria 3001 Australia    Fax + 44 20 7802 4111
   Tel +61 1300 55 47 57 Fax +61 3 9609 3015    bhpbilliton.com
22 December 2014    bhpbilliton.com   

 

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

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, Listing Rules & 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 document.

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 document.

 

Name of person discharging managerial responsibilities    Mr A Mackenzie
Date of last notice    25 August 2014
Date issuer informed of transaction    19 December 2014
Date and place of transaction    19 December 2014 (place of transaction not applicable)
Nature of transaction    Award of Performance Shares under the Long Term Incentive Plan (“LTIP”) and of Deferred Shares under the Short Term Incentive Plan (“STIP”).

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    -
Nature of indirect interest (including registered holder)    -
Date of change    -
No. of securities held prior to change    -
Class    -
Number acquired    -
Number disposed    -
Value/Consideration    -
No. of securities held after change    -
Nature of change    -
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back   
Any additional information    Mr Mackenzie has an indirect interest in 266,164 ordinary shares in BHP Billiton Plc. 266,123 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 41 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.
   No change to these interests

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

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 – Closed period

 

Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent was required?    No
If so, was prior written clearance provided to allow the trade to proceed during this period?    Under our Securities Dealing Policy a Person Discharging Managerial Responsibilities cannot deal in BHP Billiton Securities without prior written clearance. This requirement applies to all dealings, including those that occur outside of a Close Period.
If prior written clearance was provided, on what date was this provided?    -

Part 4 – 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    19 December 2014
Period during which or date on    LTIP Performance Shares
which exercisable    – August 2019
   STIP Deferred Shares
   – August 2016
Total amount paid (if any) for the grant    -
Description of securities involved: class; number   

208,879 Performance Shares (BHP Billiton Limited) under the LTIP

68,301 Deferred Shares (BHP Billiton Limited) under the STIP

Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise    Nil
Total number of securities over which options or other rights held at the date of this notice    BHP Billiton Plc:
  

 

406,836 – maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP

   30,389 – vested GIS options (ordinary shares of BHP Billiton Plc)
   41 – maximum number of Matched Shares (ordinary shares of BHP Billiton Plc) under Shareplus
  

 

 

437,266 – Total

   BHP Billiton Limited:
   407,393 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP
   68,301 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the STIP
   28,157 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS
  

 

 

503,851 – Total

Any additional information    This notification is in respect of the award of Performance Shares under the LTIP and Deferred Shares under the STIP.

Part 5 – Contact details

 

Name of authorised officers responsible for making
this notification on behalf of the entities		    Rachel Agnew
Contact details    Rachel Agnew    Tel:    +65 9022 0463
      Fax:    +61 3 9611 1044

 

BHP Billiton Limited ABN 49 004 028 077    BHP Billiton Plc Registration number 3196209
Registered in Australia    Registered in England and Wales
Registered Office: 171 Collins Street Melbourne Victoria 3000    Registered Office: Neathouse Place, London SW1V 1LH UK

Members of the BHP Billiton Group which 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: December 22, 2014     By:  

/s/ Rachel Agnew

    Name:   Rachel Agnew
    Title:   Company Secretary