UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
BHP BILLITON LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation)
180 LONSDALE 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 |
Issued by: BHP Billiton Plc
BHP Billiton Limited
To: London Stock Exchange
Australian Securities Exchange
Cc: New York Stock Exchange
JSE Limited
Swiss Stock Exchange
Deutsche Bank
UBS Zurich
Date: 22 November 2007
For Release: Immediately
BHP BILLITON PLC - RULE 2.10 ANNOUNCEMENT
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, BHP Billiton Plc and BHP Billiton Limited confirm that, as at Thursday, 22 November 2007, BHP Billiton Plc had in issue 2,256,993,546 ordinary shares of US$0.50 each (including 32,184,973 shares held by BHP Billiton Limited) and BHP Billiton Limited had in issue 3,358,359,496 ordinary shares, excluding shares held as treasury shares.
The International Securities Identification Number (ISIN) for the BHP Billiton Plc ordinary shares is GB0000566504 and for the ordinary shares represented by the BHP Billiton Plc American Depository Receipts is US05545E209. Each BHP Billiton Plc American Depository Receipt represents two ordinary shares of BHP Billiton Plc. The ISIN for the BHP Billiton Limited ordinary shares is AU000000BHP4 and for the ordinary shares represented by the BHP Billiton Limited American Depository Receipts is US088606108. Each BHP Billiton Limited American Depository Receipt represents two ordinary shares of BHP Billiton Limited.
Dealing Disclosure RequirementsUnder the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of any of BHP Billiton Plc, BHP Billiton Limited, Rio Tinto Plc or Rio Tinto Limited, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.
The relevant disclosure must also include details of all "interests" or "dealings" in any class of "relevant securities" of the other company which is part of its DLC structure. Therefore, if, for example, a disclosure is being made in respect of a dealing in securities of BHP Billiton Plc, an accompanying disclosure must also be made of interests or short positions held in securities of BHP Billiton Limited, even if the person's interest or short position is less than 1% of the relevant class. The same approach should be adopted in respect of securities of Rio Tinto Plc and Rio Tinto Limited. Therefore, each disclosure should consist of two Rule 8.3 disclosure forms, one for the Plc arm of the DLC structure and one for the Limited arm of the DLC structure, released as one announcement.
This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of BHP Billiton Plc, BHP Billiton Limited Rio Tinto Plc or Rio Tinto Limited, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of either BHP Billiton or Rio Tinto by BHP Billiton or Rio Tinto, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Further information on BHP Billiton can be found on our Internet site: www.bhpbilliton.com
Australia |
United Kingdom Andre Liebenberg, Investor Relations Tel: +44 20 7802 4131 Mobile: +44 7920 236 974 email: Andre.Liebenberg@bhpbilliton.com |
Don Carroll, Investor
Relations Tel: +61 3 9609 2686 Mobile: +61 417 591 938 email: Don.A.Carroll@bhpbilliton.com United States |
Illtud Harri, Media
Relations Tel: +44 20 7802 4195 Mobile: +44 7920 237 246 email: Illtud.Harri@bhpbilliton.com South Africa |
BHP Billiton Limited ABN
49 004 028 077 Registered in Australia Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000 Telephone +61 1300 554 757 Facsimile +61 3 9609 3015 |
BHP Billiton Plc
Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place London SW1V 1BH United Kingdom Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111 |
The BHP Billiton Group is headquartered in Australia
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: 22 November 2007 | By: |
Jane McAloon |
Name: | Jane McAloon | |
Title: | Group Company Secretary |