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   BHP BILLITON PLC
(ABN 49 004 028 077)   (REG. NO. 3196209)
(Exact name of Registrant as specified in its charter)   (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA   ENGLAND AND WALES
(Jurisdiction of incorporation or organisation)   (Jurisdiction of incorporation or organisation)
180 LONSDALE STREET, MELBOURNE,   NEATHOUSE PLACE, VICTORIA, LONDON,
VICTORIA   UNITED KINGDOM
3000 AUSTRALIA   (Address of principal executive offices)
(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

 

   LOGO
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

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 A Calderon
Date of last notice    1 April 2010
Date issuer informed of transaction    13 September 2010
Date and place of transaction    8 September 2010 (London Stock Exchange)
Nature of transaction    The acquisition of 40,000 ordinary shares in BHP Billiton Plc following the exercise of Performance Shares under the 2005 Long Term Incentive Plan and 143,227 ordinary shares in BHP Billiton Plc following the exercise of Options under the 2008 Group Incentive Scheme. In addition, an on-market sale of 111,353 ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations and to fund the cost of exercise of the options.

 

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    Direct

Nature of indirect interest

(including registered holder)

  

Mr Calderon has an indirect interest in 381 ordinary shares in BHP Billiton Plc 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.

 

No change to indirect holding.

Date of change    8 September 2010
No. of securities held prior to change    17,446 (Direct)
Class    Ordinary Shares in BHP Billiton Plc
Number acquired    183,227
Number disposed    111,353
Value/Consideration   

Exercise of 40,000 Performance Shares at nil cost

 

Exercise of 143,227 Options at £10.89

 

Sale of 111,353 at £18.85

No. of securities held after change    89,320 (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 40,000 ordinary shares in BHP Billiton Plc following the exercise of Performance Shares under the 2005 Long Term Incentive Plan and 143,227 ordinary shares in BHP Billiton Plc following the exercise of Options under the 2008 Group Incentive Scheme. In addition, an on-market sale of 111,353 ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations and to fund the cost of exercise of the options.
Any additional information   

 

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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   636,993    –    maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP
    33,343    –    maximum number of Deferred Shares (ordinary shares of BHP Billiton Plc) under the GIS
   

381    –

   maximum number of matched shares (ordinary shares of BHP Billiton Plc) under Shareplus
         
           
    670,717    –    Total   
Any additional information     This notification is in respect of an exercise of vested 2005 Performance Shares (40,000) under the BHP Billiton Plc Long Term Incentive Plan and the exercise of vested 2008 Options (143,227) under the BHP Billiton Plc 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

 

 

Geof Stapledon

  

Tel:

Fax:

 

Tel:

Fax:

  

+61 3 9609 3179

+61 3 9609 4372

 

+44 20 7802 4176

+44 20 7802 3054

 

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