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
December 10, 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
| Company Secretariat |
|
| 8 December 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 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 M P Randolph | |
| Date of last notice | 14 September 2010 | |
| Date issuer informed of transaction | 8 December 2010 | |
| Date and place of transaction | 6 December 2010 (place of transaction not applicable) | |
| Nature of transaction | Award of Performance Shares under the Long Term Incentive Plan (“LTIP”) and of Deferred Shares under the Group Incentive Scheme (“GIS”). | |
| BHP Billiton Limited ABN 49 004 028 077 | BHP Billiton Plc Registration number 3196209 | |
| Registered in Australia | Registered in England and Wales | |
| Registered Office: 180 Lonsdale Street, Melbourne Victoria 3000 Australia | 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 | — | |
| Nature of indirect interest (including registered holder) |
— | |
| Date of change | — | |
| No. of securities held prior to change | — | |
| Class | — | |
| Number acquired | — | |
| Number disposed | — | |
| Value/Consideration | — | |
| No. of securities held after change | — | |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
— | |
| Any additional information | Mr Randolph has a direct interest in 286,080 ordinary shares in BHP Billiton Limited.
Mr Randolph has an indirect interest in 395 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.
There is no change to the above holdings. | |
2
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 | 6 December 2010 | |
| Period during which or date on which exercisable | • Performance Shares – August 2015 to August 2020
• Deferred Shares – August 2012 to August 2015 | |
| Total amount paid (if any) for the grant | — | |
| Description of securities involved: class; number | • 105,000 Performance Shares under the LTIP
• 30,819 Deferred Shares under the GIS | |
| Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise | Nil | |
3
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 | 822,676 | – | maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP | |||
| 55,945 | – | maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS | ||||
| 395 | – | maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus | ||||
| 879,016 | – | Total | ||||
| Any additional information | This notification is in respect of the award of Performance Shares under the LTIP and Deferred Shares under the GIS. | |||||
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 – 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 | ||||
4
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: December 10, 2010 | By: | /S/ JANE MCALOON | ||||
| Name: | Jane McAloon | |||||
| Title: | Group Company Secretary | |||||