Edgar Filing: BHP BILLITON LTD

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

September 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)		ENGLAND AND WALES (Jurisdiction of incorporation or organisation)

180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices)		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: September 17, 2010	By:	/s/ Jane McAloon
	Name:	Jane McAloon
	Title:	Group Company Secretary


Company Secretariat

14 September 2010	BHP Billiton Limited 180 Lonsdale Street Melbourne Victoria 3000 Australia GPO BOX 86A Melbourne Victoria 3001 Australia Tel +61 1300 55 47 57 Fax +61 3 9609 4372 bhpbilliton.com	BHP Billiton Plc Neathouse Place London SW1V 1BH UK Tel +44 20 7802 4000 Fax + 44 20 7802 4111 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, 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		1 July 2010

Date issuer informed of transaction		13 September 2010

Date and place of transaction		7 - 13 September 2010 (London Stock Exchange) 8 September 2010 (Australian Securities Exchange)

Nature of transaction		225,000 ordinary shares in BHP Billiton Plc following the exercise of Performance Shares under the 2005 Long Term Incentive Plan. 95,847 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the 2008 Group Incentive Scheme. In addition, an on-market sale of 165,087 BHP Billiton Plc ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations.

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

Nature of indirect interest (including registered holder)	Mr Kloppers has an indirect interest in 608,591* 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)	165,071 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.

	Mr Kloppers also has an indirect interest in 123,791* ordinary shares in BHP Billiton Limited, as follows:

	iv)	123,429 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)	362 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 acquired from this transaction.

Date of change	7 - 13 September 2010 (on London Stock Exchange) 8 September 2010 (on Australian Securities Exchange)

No. of securities held prior to change	548,678 (BHP Billiton Plc) – Indirect 27,944 (BHP Billiton Limited) – Indirect 320 (BHP Billiton Limited) – Direct

Class	Ordinary Shares in BHP Billiton Plc & BHP Billiton Limited

Number acquired	225,000 (BHP Billiton Plc) 95,847 (BHP Billiton Limited)

Number disposed	165,087 (BHP Billiton Plc)

Value/Consideration	Exercise of 225,000 (BHP Billiton Plc) & 95,847 (BHP Billiton Limited) at nil cost Sale of 165,087 (BHP Billiton Plc) at £19.08 (ave) per share

No. of securities held after change	608,591 (BHP Billiton Plc) – Indirect 123,791 (BHP Billiton Limited) – Indirect 320 (BHP Billiton Limited) – Direct

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The acquisition of 225,000 ordinary shares in BHP Billiton Plc following the exercise of Performance Shares under the 2005 Long Term Incentive Plan and 95,847 Deferred Shares under the BHP Billiton Limited 2008 Group Incentive Scheme. In addition, an on-market sale of 165,087 ordinary shares in BHP Billiton Plc on the London Stock Exchange, made in order to meet expected tax obligations.

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	BHP Billiton Plc interests:
	225,000 –	maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP


	225,000 –	Total

	BHP Billiton Limited interests:

	46,951 –	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

	362 –	maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus



	1,130,640 –	Total

Any additional information	This notification is in respect of an exercise of vested 2005 Performance Shares (225,000) under the BHP Billiton Plc Long Term incentive Plan and the exercise of vested 2008 Deferred Shares (95,847) under the BHP Billiton Limited Group Incentive Scheme.

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: Fax:	+61 3 9609 3179 +61 3 9609 4372

	Geof Stapledon	Tel: Fax:	+44 20 7802 4176 +44 20 7802 3054