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 25, 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 | ||||
| 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 | |||
| bhpbilliton.com | ||||
25 August 2014
| 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 Fraser | |
| Date of last notice | 20 December 2013 | |
| Date issuer informed of transaction | 22 August 2014 | |
| Date and place of transaction | 21 August 2014 (London Stock Exchange) | |
BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: 171 Collins Street Melbourne Victoria 3000 | BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place, London SW1V 1LH United Kingdom |
The BHP Billiton Group is headquartered in Australia
| Nature of transaction | The acquisition of: | |||
| • | 3,831 ordinary shares in BHP Billiton Plc following the vesting of Deferred Shares under the 2012 Group Short Term Incentive Plan (GSTIP); and | |||
| • | 11,330 ordinary shares in BHP Billiton Plc following the vesting of Restricted Shares under the 2011 Management Award Plan (MAP); | |||
| In addition, an on-market sale of 3,014 ordinary shares on the London Stock Exchange, made in order to meet expected tax 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 and indirect | |||
| Nature of indirect interest (including registered holder) | Mr Fraser has an indirect interest in 127,010 ordinary shares in BHP Billiton Plc as follows:
| |||
| • | 126,745 ordinary shares in BHP Billiton Plc held by HSBC Private Bank on behalf of Mr Fraser as beneficial owner; | |||
| • | 45 ordinary shares in BHP Billiton Plc held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme. Also 220 ordinary shares in BHP Billiton Plc held by Computershare Nominees on behalf of Shareplus participants. Shareplus is an all employee share purchase plan of the BHP Billiton Group as described below in “Any additional information”. | |||
| No change to this interest | ||||
| Date of change | 21 August 2014 | |||
| No. of securities held prior to change | 33,539 (Direct) 127,010 (Indirect) | |||
| Class | Ordinary Shares in BHP Billiton Plc | |||
| Number acquired | 15,161 | |||
| Number disposed | 3,014 | |||
| Value/Consideration | Vesting of 15,161 at nil cost | |||
| Sale of 3,014 at £19.52 per share (average) | ||||
| No. of securities held after change | 45,686 (Direct) 127,010 (Indirect) | |||
| Nature of change | Please see “Nature of transaction” above. | |||
| Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | ||||
2
Any additional information
3
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 Limited: | |||
| 86,850 – | maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP | |||
| 31,016 – | maximum number of Transitional GMC Awards (over ordinary shares of BHP Billiton Limited) | |||
| 5,020 – | maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP | |||
| 10,045 – | maximum number of Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP | |||
| ||||
| 132,931 – | Total | |||
| BHP Billiton Plc: | ||||
| 45 – | maximum number of Matched Shares (over ordinary shares of BHP Billiton Plc) under Shareplus | |||
| Any additional information | This notification is in respect of the vesting of Deferred Shares under the GSTIP and Restricted Shares under the MAP. | |||
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Part 4 – Contact details
| Name of authorised officers responsible for making this notification on behalf of the entities | Nicole Duncan – BHP Billiton Limited
Geof Stapledon – BHP Billiton Plc | |||||
| Contact details | Nicole Duncan | Tel: | +61 3 9609 2917 | |||
| Fax: | +61 3 9611 1044 | |||||
| Geof Stapledon | Tel: | +44 20 7802 4176 | ||||
| Fax: | +44 20 7802 3054 | |||||
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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 25, 2014 | By: | /s/ Nicole Duncan | ||||
| Name: | Nicole Duncan | |||||
| Title: | Company Secretary | |||||