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BHP Group Limited — Director's Dealing 2010
Apr 5, 2010
14787_rns_2010-04-05_bef41b48-fa15-441e-9cb3-475fa1e50e7b.pdf
Director's Dealing
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Company Secretariat
1 April 2010
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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 bhpbilliton.com bhpbilliton.com
- To: Australian Securities Exchange London Stock Exchange
cc: New York 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, the Listing Rules and 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 Procedure.
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 Procedure.
| Name of person discharging managerial responsibilities |
Mr M J Kloppers |
|---|---|
| Date of last notice | 5 January 2010 |
| Date issuer informed of transaction |
1 April 2010 |
| Date and place of transaction |
Shareplus employee share plan trust purchased the shares on the Australian Securities Exchange on 19 March 2010. The shares were allocated and the issuer informed on 1 April 2010. |
| Nature of transaction | Due to the expiry of the Qualification Period and satisfaction of other conditions under the terms of the all employee share plan Shareplus (2007) the: acquisition of 160 Matched Shares (ordinary fully paid shares of BHP Billiton Limited) (see Part 3), and transfer of 160 Acquired Shares (ordinary fully paid shares of BHP Billiton Limited). In addition, the acquisition of an indirect interest in 46 ordinary fully paid shares in BHP Billiton Limited under Shareplus 2009. |
BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office:180 Lonsdale Street, Melbourne Victoria 3000 Australia
BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place, London SW1V 1BH UK
Members of the BHP Billiton group which is headquartered in Australia
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 & Direct |
|---|---|
| Nature of indirect interest (including registered holder) |
Mr Kloppers has an indirect interest in 548,678 ordinary shares in BHP Billiton Plc, as follows: i) 363,520 ordinary shares in BHP Billiton Plc registered in the name of Lynchwood Nominees Limited of which Mr Kloppers is the beneficial holder; ii) 80,000 ordinary shares in BHP Billiton Plc held by the Kloppers Family Superannuation Fund and registered in the name of Lynchwood Nominees Limited; and iii) 105,158 ordinary shares in BHP Billiton Plc held by Maricar Pty Ltd as trustee for the Maricar Family Trust and registered in the name of Lynchwood Nominees Limited. No change to BHP Billiton Plc interests above Mr Kloppers also has an indirect interest in 27,893 ordinary shares in BHP Billiton Limited, as follows: iv) 27,582 ordinary shares in BHP Billiton Limited held by Maricar Pty Ltd as trustee for the Maricar Family Trust and registered in the name of UBS Wealth Management Australia Nominees Pty Ltd; and v) 311 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. Note – total above reflects shares transferred in this transaction (Acquired Shares) previously held by the Shareplus Nominee Computershare under Shareplus 2007 and the acquisition of shares under Shareplus 2009. |
| **Date of change ** | 1 April 2010 |
| No. of securities held prior to change |
548,678 (BHP Billiton Plc) 28,007 (BHP Billiton Limited)-Indirect |
| Class | Ordinary Shares in BHP Billiton Limited |
| Number acquired | 160 (Matched Shares, Shareplus 2007) 46 (Acquired Shares, Shareplus 2009) |
| Number disposed | — |
| Value/Consideration | Nil - Matched Shares (Shareplus 2007) A$43.44 per share Acquired Shares (Shareplus 2009) |
| No. of securities held after change |
548,678 (BHP Billiton Plc) 27,893 (BHP Billiton Limited) – Indirect 320 (BHP Billiton Limited)-Direct |
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| Nature of change Example: on-market trade, off- market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Under Shareplus 2007, the allocation and transfer of Matching Shares and transfer of Acquired Shares from Computershare Nominees. Under Shareplus 2009, the acquisition of an indirect interest in Acquired Shares. |
|---|---|
| Any additional information | Shareplus is an all-employee share purchase plan. Under the plan, employees contribute monies to purchase shares (Acquired Shares), up to an annual contribution limit of US$5,000 in any Plan year. Shares are purchased on a quarterly basis using the employees’ contributions made each pay period over the preceding 3 months. Any Acquired Shares still held by employees at the end of a 3 year qualification period will be matched by the company on a 1:1 basis. |
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
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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 |
BHP Billiton Plc interests : 450,000 – maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP _ 450,000 – Total BHP Billiton Limited interests: 142,798 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS 1,083,327 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 311 – maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus _ 1,226,436 – Total |
|
|---|---|---|
| Any additional information | This notification is in respect of the vested Matched Shares under Shareplus where 160 Matched Shares under the 2007 scheme were purchased and transferred (see Part 1). |
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 Tel: +61 3 9609 3179 Fax: +61 3 9609 4372 Geof Stapledon Tel: +44 20 7802 4176 Fax: +44 20 7802 3054 |
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