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

May 26, 2015

 

 

 

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

 

 

 

LOGO

Company Secretariat

 

   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
26 May 2015    Melbourne Victoria 3001 Australia   Fax + 44 20 7802 4111
   Tel +61 1300 55 47 57 Fax +61 3 9609 3015   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 Cudmore
Date of last notice    22 December 2014
Date issuer informed of transaction    25 May 2015
Date and place of transaction   

Adjustment of unvested BHP Billiton Awards:

 

24 May 2015 (not applicable).

Nature of transaction   

Adjustment of unvested BHP Billiton Awards:

 

The adjustment of unvested BHP Billiton Awards on the terms set out in section 11.1 of the Shareholder Circular dated 16 March 2015 to compensate for the dilution in the value of BHP Billiton as a result of the demerger of South32 from BHP Billiton (see Part 3).

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 -

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 — 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 24 May 2015
Period during which or date on which exercisable

Consistent with the terms of the unvested BHP Billiton Awards that have been adjusted.

 

LTIP Performance Shares

- August 2018

- August 2019

STIP Deferred Shares

- August 2016

Total amount paid (if any) for the grant -
Description of securities involved: class; number

6,992 Performance Shares (BHP Billiton Limited) under the LTIP

745 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 Limited:

 

98,379 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP

 

10,479 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the STIP

 

—————

 

108,858 – Total

Any additional information

Adjustment of unvested BHP Billiton Awards:

 

Total number of securities over which options or other rights held at the date of this notice as shown above includes the adjustments to unvested BHP Billiton Awards which were made on the terms set out in section 11.1 of the Shareholder Circular dated 16 March 2015 to compensate for the dilution in the value of BHP Billiton as a result of the demerger of South32 from BHP Billiton. This included adjustments to the number of Shares in BHP Billiton which may be allocated on vesting of Performance Shares held under the LTIP, Deferred Shares held under the STIP, Deferred Shares held under the GIS, Transitional GMC Awards, Deferred Shares held under the GSTIP and Restricted Shares (BHP Billiton Limited) held under the MAP.

Part 4 — Contact details

 

Name of authorised officers responsible for making this notification on behalf of the entities    Rachel Agnew   
Contact details    Rachel Agnew    Tel: +61 3 9609 3730
      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:

May 26, 2015

 By:

/s/ Rachel Agnew

Name: Rachel Agnew
Title: Company Secretary