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 31, 2015
| BHP BILLITON LIMITED | BHP BILLITON PLC | |
| (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter) |
(REG. NO. 3196209) (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) |
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 |
31 August 2015
| 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, Listing Rules & 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 document.
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 document.
| Name of person discharging managerial responsibilities | Malcom Brinded | |
| Date of last notice | 15 April 2014 | |
| Date issuer informed of transaction | 28 August 2015 | |
| Date and place of transaction | 27 August 2015 (London Stock Exchange) | |
| Nature of transaction | On-market purchase of 20,000 BHP Billiton Plc shares | |
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) | 32,000* ordinary shares in BHP Billiton Plc held by Investment Funds Direct Nominees Limited (indirect interest, Malcom Brinded has a beneficial interest)
* Note – total above reflects shares acquired in this transaction. | |
| Date of change | 27 August 2015 | |
| No. of securities held prior to change | 12,000 | |
| Class | Ordinary Shares in BHP Billiton Plc | |
| Number acquired | 20,000 | |
| Number disposed | – | |
| Value/Consideration | £10.86 per share (average) | |
| No. of securities held after change | 32,000 | |
| Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
On-market purchase of BHP Billiton Plc shares. | |
| Any additional information | – | |
Part 2 – Change of interests in contracts other than as described in Part 4
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 – Closed period
| Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent was required? | No | |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | Under our Securities Dealing Policy a Person Discharging Managerial Responsibilities cannot deal in BHP Billiton Securities without prior written clearance. This requirement applies to all dealings, including those that occur outside of a Close Period. | |
| If prior written clearance was provided, on what date was this provided? | – | |
Part 4 – 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 | – | |
| Total number of securities over which options or other rights held at the date of this notice | – | |
| Any additional information | – | |
Part 5 – 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: August 31, 2015 | By: | /s/ Rachel Agnew | ||||
| Name: | Rachel Agnew | |||||
| Title: | Company Secretary | |||||