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
March 17, 2010
| BHP BILLITON LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter) |
BHP BILLITON PLC (REG. NO. 3196209) (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) |
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: March 17 2010 | By: | /S/ JANE MCALOON | ||
| Name: | Jane McAloon | |||
| Title: | Group Company Secretary | |||
Company Secretariat
10 March 2010
| 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 M P Randolph | |
| Date of last notice | 18 December 2009 | |
| Date issuer informed of transaction |
09 March 2010 | |
| Date and place of transaction | 09 March 2010 (Australian Securities Exchange) | |
| Nature of transaction | On-market sale of 60,000 BHP Billiton Limited Ordinary Shares on the Australian Securities Exchange to fund financial obligations. | |
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 423 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. There is no change to the above holdings. | |
| Date of change | 09 March 2010 | |
| No. of securities held prior to change | 250,739 | |
| Class | Ordinary Shares in BHP Billiton Limited | |
| Number acquired | — | |
| Number disposed | 60,000 | |
| Value/Consideration | $43.24 per share | |
| No. of securities held after change | 190,739 | |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
On-market sale on the Australian Securities Exchange. | |
| Any additional information | — | |
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 | — | |
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 | 70,153 |
– |
maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS | |||
| 827,676 | – | maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP | ||||
| 423 | – | maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus
| ||||
| 898,252 | – | Total | ||||
| Any additional information |
— | |||||
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: +61 3 9609 3179 Fax: +61 3 9609 4372
Tel: +44 20 7802 4176 Fax: +44 20 7802 3054 | ||
| BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: 180 Lonsdale Street Melbourne Victoria 3000 |
BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place London SW1V 1BH United Kingdom |
The BHP Billiton Group is headquartered in Australia