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BHP BILLITON PLC - Notice of Change of Interests - T Cutt

Release Date: 26/05/2015 07:05
Code(s): BIL     PDF:  
Wrap Text
Notice of Change of Interests - T Cutt

BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504

Company Secretariat




26 May 2015

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
                                  Mr T Cutt
 discharging managerial
 responsibilities

 Date of last notice              22 December 2014

 Date issuer informed of          25, 26 May 2015
 transaction

 Date and place of                Shareplus vesting:
 transaction
                                  26 May 2015 (Australian Securities Exchange).

                                  Adjustment of unvested BHP Billiton Awards:

                                  24 May 2015 (not applicable).
 
Nature of transaction            Shareplus vesting:

                                 The acquisition of 36 Matched Shares (held as 18 BHP
                                 Billiton Limited ADRs) and 66 Matched Shares (ordinary
                                 fully paid shares of BHP Billiton Limited), and the transfer of
                                 36 Acquired Shares (held as 18 BHP Billiton Limited ADRs)
                                 and 66 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).

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      Mr Cutt holds an indirect interest in 940*
registered holder)                          ordinary shares in BHP Billiton Limited (held as
                                            470 BHP Billiton Limited ADRs) held by Merrill
                                            Lynch, and they are held on behalf of Mr Cutt as
                                            beneficial owner.

                                            * Note – this reflects shares transferred in this
                                            transaction (Acquired Shares) previously held by
                                            Shareplus nominee in Computershare
                                            Nominees.

Date of change                              26 May 2015

No. of securities held prior to             55,621 (Direct)
change                                      838 (Indirect)

Class                                       Ordinary Shares in BHP Billiton Limited

Number acquired                             102 (Matched Shares, Shareplus 2012)

Number disposed                             -

Value/Consideration                         102 Matched Shares – nil cost

No. of securities held after change         55,621 (Direct)
                                            940 (Indirect)

Nature of change                            Please see “Nature of transaction” above.
Example: on-market trade, off-market
trade, exercise of options, issue of
securities under dividend reinvestment
plan, participation in buy-back

Any additional information                 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             Consistent with the terms of the unvested BHP
which exercisable                          Billiton Awards that have been adjusted.

                                           LTIP Performance Shares
                                           - August 2018
                                           - August 2019
                                           STIP Deferred Shares
                                           - August 2016
                                           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:     16,042 Performance Shares (BHP Billiton
class; number                           Limited) under the LTIP
                                        2,890 Deferred Shares (BHP Billiton Limited)
                                        under the STIP
                                        2,792 Transitional GMC Awards
                                        814 Deferred Shares (BHP Billiton Limited)
                                        under the GSTIP
                                        2,066 Restricted Shares (BHP Billiton Limited)
                                        under the MAP

Exercise price (if fixed at time of     Nil
grant) or indication that price is to
be fixed at time of exercise

Total number of securities over         BHP Billiton Limited:
which options or other rights held at
the date of this notice                 225,729 – maximum number of Performance
                                        Shares (ordinary shares of BHP Billiton Limited)
                                        under the LTIP

                                        40,662 – maximum number of Deferred Shares
                                        (ordinary shares of BHP Billiton Limited) under
                                        the STIP

                                        39,282 – maximum number of Transitional GMC
                                        Awards (ordinary shares of BHP Billiton Limited)

                                        11,451 – maximum number of Deferred Shares
                                        (ordinary shares of BHP Billiton Limited) under
                                        the GSTIP

                                        29,066 – maximum number of Restricted Shares
                                        (ordinary shares of BHP Billiton Limited) under
                                        the MAP
                                        ________

                                        346,190 – Total

Any additional information              Shareplus vesting:
                                        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.


                                        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             Rachel Agnew
responsible for making this
notification on behalf of the entities

Contact details                         Rachel Agnew                  Tel:            +61 3 9609 3730
                                                                      Fax:            +61 3 9611 1044


Sponsor: Merrill Lynch South Africa Proprietary Limited



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

Date: 26/05/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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