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
May 26, 2015
| 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 | |||
| 26 May 2015 | Melbourne Victoria 3001 Australia | Fax + 44 20 7802 4111 | ||
| Tel +61 1300 55 47 57 Fax +61 3 9609 3015 | bhpbilliton.com | |||
| 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 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 P Beaven | |
| Date of last notice | 22 December 2014 | |
| Date issuer informed of transaction | 25, 26 May 2015 | |
| Date and place of transaction | Shareplus vesting:
26 May 2015 (Australian Securities Exchange).
Exercise of previously vested Performance Shares granted in 2005 and 2007 under the Long Term Inventive Plan (LTIP), and on-market sale in order to meet expected tax obligations:
25 May 2015 (Australian Securities Exchange).
Adjustment of unvested BHP Billiton Awards:
24 May 2015 (not applicable). |
| Nature of transaction |
Shareplus vesting:
The acquisition of 108 Matched Shares (ordinary fully paid shares of BHP Billiton Limited), and the transfer of 108 Acquired Shares (ordinary fully paid shares of BHP Billiton Limited) under the terms of the all employee share plan Shareplus (2012) (see Part 1).
Adjustment of unvested BHP Billiton Awards:
The adjustment of unvested BHP Billiton Awards on the terms set out in section 11.1 of the Shareholder Circular dated 16 March 2015 to compensate for the dilution in the value of BHP Billiton as a result of the demerger of South32 from BHP Billiton (see Part 3).
Exercise of previously vested Performance Shares granted in 2005 and 2007 under the LTIP:
The acquisition of 40,000 ordinary shares in BHP Billiton Limited following the exercise of previously vested Performance Shares granted in 2005 under the LTIP and the acquisition of 5,000 ordinary shares in BHP Billiton Limited following the exercise of previously vested Performance Shares granted in 2007 under the LTIP.
In addition, an on-market sale of 18,000 ordinary shares on the Australia Securities 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) | No longer applicable. Shares transferred in this transaction (Acquired Shares) were previously held by Shareplus nominee Computershare Nominees. | |
| Date of change | 25, 26 May 2015 | |
| No. of securities held prior to change | 182,919 (Direct) 108 (Indirect) | |
| Class | Ordinary Shares in BHP Billiton Limited | |
| Number acquired | 45,000 108 (Matched Shares, Shareplus 2012) |
| Number disposed | 18,000 | |
| Value/Consideration | Exercise of 45,000 at nil cost 108 Matched Shares – nil cost Sale of 16,447 at $29.45 per share (average) and 1,553 at $29.46 per share (average) | |
| No. of securities held after change | 210,135 (Direct) 0 (Indirect) | |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Please see “Nature of transaction” above | |
| Any additional information | Mr Beaven’s spouse also holds 1,446 ordinary shares in BHP Billiton Limited.
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 2
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 | 24 May 2015 | |
| Period during which or date on which exercisable | Consistent with the terms of the unvested BHP Billiton Awards that have been adjusted.
LTIP Performance Shares - August 2018 - August 2019 STIP Deferred Shares - August 2016 GIS Deferred Shares - August 2015 Transitional GMC Awards - August 2016 - August 2017 GSTIP Deferred Shares - August 2015 MAP Restricted Shares - August 2015 | |
| Total amount paid (if any) for the grant | - | |
| Description of securities involved: class; number | 16,042 Performance Shares (BHP Billiton Limited) under the LTIP 2,831 Deferred Shares (BHP Billiton Limited) under the STIP 186 Deferred Shares (BHP Billiton Limited) under the GIS 2,792 Transitional GMC Awards 925 Deferred Shares (BHP Billiton Limited) under the GSTIP 2,621 Restricted Shares (BHP Billiton Limited) under the MAP | |
| Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise | Nil |
| Total number of securities over which options or other rights held at the date of this notice | BHP Billiton Limited:
225,729– maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP
39,837 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the STIP
2,609 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS
39,282 – maximum number of Transitional GMC Awards (ordinary shares of BHP Billiton Limited)
13,007 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GSTIP
36,871 – maximum number of Restricted Shares (ordinary shares of BHP Billiton Limited) under the MAP
—————
357,335 – Total | |
| Any additional information | Shareplus vesting and exercise of previously vested Performance Shares granted in 2005 and 2007 under the LTIP:
This notification is in respect of the allocation of vested Matched Shares and the transfer of Acquired Shares previously held by the nominee under Shareplus. Shareplus is described in more detail under “Additional Information” in Part 1. This notification is also in respect of the exercise of Performance Shares under the 2005 and 2007 LTIP.
Adjustment of unvested BHP Billiton Awards: Total number of securities over which options or other rights held at the date of this notice as shown above includes the adjustments to unvested BHP Billiton Awards which were made on the terms set out in section 11.1 of the Shareholder Circular dated 16 March 2015 to compensate for the dilution in the value of BHP Billiton as a result of the demerger of South32 from BHP Billiton. This included adjustments to the number of Shares in BHP Billiton which may be allocated on vesting of Performance Shares held under the LTIP, Deferred Shares held under the STIP, Deferred Shares held under the GIS, Transitional GMC Awards, Deferred Shares held under the GSTIP and Restricted Shares (BHP Billiton Limited) held under the MAP. | |
Part 4 — Contact details
| Name of authorised officers responsible for making this notification on behalf of the entities | Rachel Agnew | |||
| Contact details | Rachel Agnew | Tel: +61 3 9609 3730 | ||
| Fax: +61 3 9611 1044 |
| BHP Billiton Limited ABN 49 004 028 077 | BHP Billiton Plc Registration number 3196209 | |
| Registered in Australia | Registered in England and Wales | |
| Registered Office: 171 Collins Street Melbourne Victoria 3000 | Registered Office: Neathouse Place, London SW1V 1LH UK | |
| Members of the BHP Billiton Group which is headquartered in Australia | ||
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: | May 26, 2015 |
By: | /s/ Rachel Agnew | |||
| Name: | Rachel Agnew | |||||
| Title: | Company Secretary | |||||