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Change of Director’s Interest Notice - A Mackenzie
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 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 Mr A Mackenzie
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 (London Stock Exchange).
Adjustment of unvested BHP Billiton Awards:
24 May 2015 (not applicable).
Nature of transaction Shareplus vesting:
The acquisition of 41 Matched Shares (ordinary fully paid
shares of BHP Billiton Plc), and the transfer of 41 Acquired
Shares (ordinary fully paid shares of BHP Billiton Plc) 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 4).
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 Mr Mackenzie has an indirect interest in
registered holder) 266,246* ordinary shares in BHP Billiton Plc
held by Pershing Nominees held jointly by Mr A
Mackenzie and Mrs E Mackenzie, of which Mr
Mackenzie is a beneficiary.
*Note – total above reflects shares transferred in
this transaction.
Date of change 26 May 2015
No. of securities held prior to 266,164
change
Class Ordinary Shares in BHP Billiton Plc
Number acquired 41 (Matched Shares, Shareplus 2012)
Number disposed -
Value/Consideration 41 Matched Shares – nil cost
No. of securities held after change 266,246
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 – Closed period
Were the interests in the securities No
or contacts detailed above traded
during a closed period where prior
written consent was required?
If so, was prior written clearance Under our Securities Dealing Policy a Person
provided to allow the trade to Discharging Managerial Responsibilities cannot
proceed during this period? 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 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 2015
- August 2016
- August 2017
- August 2018
- August 2019
STIP Deferred Shares
- August 2016
GIS Deferred Shares
- August 2015
Total amount paid (if any) for the -
grant
Description of securities involved: 32,711 Performance Shares (BHP Billiton Plc)
class; number under the LTIP
31,167 Performance Shares (BHP Billiton
Limited) under the LTIP
5,226 Deferred Shares (BHP Billiton Limited)
under the STIP
2,155 Deferred Shares (BHP Billiton Limited)
under the GIS
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 Plc:
which options or other rights held at
the date of this notice 439,547 – maximum number of Performance
Shares (ordinary shares of BHP Billiton Plc)
under the LTIP
30,389 – vested GIS options (ordinary shares of
BHP Billiton Plc)
________
469,936 – Total
BHP Billiton Limited:
438,560 – maximum number of Performance
Shares (ordinary shares of BHP Billiton Limited)
under the LTIP
73,527 – maximum number of Deferred Shares
(ordinary shares of BHP Billiton Limited) under
the STIP
30,312 – maximum number of Deferred Shares
(ordinary shares of BHP Billiton Limited) under
the GIS
________
542,399 – 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 5 - 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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