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SOUTH32 LIMITED - Notification of Change of Interests of Directors, Other Persons Discharging Managerial Responsibility and Their Conn

Release Date: 30/06/2015 11:58
Code(s): S32     PDF:  
Wrap Text
Notification of Change of Interests of Directors, Other Persons Discharging Managerial Responsibility and Their Conn

South32 Limited
(Incorporated in Australia under the Corporations Act, 2001)
(ACN 093 732 597)
JSE Share Code: S32
ISIN: AU000000S320


                          Notification of Change of Interests of
   Directors, Other Persons Discharging Managerial Responsibility and Their Connected
                                         Persons

                 (Australian Securities Exchange Listing Rules Appendix 3Y)
    (Listing Rules & Disclosure and Transparency Rules of the United Kingdom Financial
                                     Conduct Authority)

Name of entity                       South32 Limited
ABN                                  84 093 732 597

The entity notifies the stock exchanges on which it has listings, all those interests of
directors of the entity, other persons discharging managerial responsibilities and each of
their connected persons in the securities of the entity and its related bodies corporate (and
changes to those interests) which are required to be disclosed under the Australian
Securities Exchange (ASX) Listing Rules, the Listing Rules and Disclosure and Transparency
Rules of the United Kingdom Financial Conduct Authority, the Australian Corporations Act
and the entity’s Securities Dealing Policy.
We (the entity) give the following information under ASX Listing Rule 3.19A.2, United
Kingdom Financial Conduct Authority Disclosure and Transparency Rules 3.1.2R and 3.1.4R
and as agent for the director, other person discharging managerial responsibilities and/or
their connected person(s) in accordance with the entity’s Securities Dealing Policy and
section 205G of the Australian Corporations Act (where applicable).


Name of director or other Mr Graham Kerr (Chief Executive Officer)
person discharging
managerial
responsibilities

Date of last notice                25 May 2015

Date issuer informed of            30 June 2015
transaction

Date and place of                  29 June 2015 (place of transaction not applicable)
transaction

Nature of transaction              Award of performance rights under the South32 Equity
(including a description of the    Incentive Plan pursuant to and on the terms set out in the
securities/financial instrument)   South32 Listing Document dated 16 March 2015.
Part 1 – Change of relevant interests in securities
This Part includes changes in the relevant interest of Connected Persons of the director or
other person discharging managerial responsibilities.
Changes in relevant interest that relate to rights and options granted by the entity are
covered in Part 3 below.

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 Kerr has an existing direct interest in 147,335
(including whether the notification relates to a    ordinary shares in South32 Limited.
person connected with a director or other           Mr Kerr also has an existing indirect interest in
person discharging managerial responsibilities
and, if so, the identity of the connected person)
                                                    76 ordinary shares in South32 Limited, which are
                                                    held by Computershare Nominees (Channel
                                                    Islands) Limited.
                                                    No change to these interests

Part 2 – Change of interests in contracts other than as described in Part 1

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 entity

Date of grant                                29 June 2015

Period during which or date on which         Grants of performance rights to replace BHP
exercisable                                  Billiton short term and long term incentive
                                             awards that were cancelled or withheld in
                                             connection with the demerger on the terms set
                                             out in the South32 Listing Document dated 16
                                             March 2015:
                                                   *   Replacement for Short Term Incentive
                                                       Plan (STIP) FY2014 – Aug 2016
                                                   *   Replacement for Long Term Incentive
                                                       Plan (LTIP) FY2013 – Aug 2017
                                                   *   Replacement for LTIP FY2014 – Aug 2018
                                                   *   Replacement for LTIP FY2015 – Aug 2019
                                             Grants of performance rights to replace BHP
                                             Billiton Transitional GMC awards pursuant to and
                                             on the terms set out in the South32 Listing
                                             Document dated 16 March 2015:
                                                   *   Replacement for FY2013 – Aug 2015 (for
                                                       50% of the award) and Aug 2016 (for 50%
                                                       of the award)

Total amount paid (if any) for the grant     -

Description of securities involved:          5,394,883 performance rights to replace BHP
                                             Billiton short term and long term incentive
Class; number
                                             awards:
                                                   *   616,461 for STIP FY2014
                                                   *   1,532,870 for LTIP FY2013
                                                   *   1,581,485 for LTIP FY2014
                                                   *   1,664,067 for LTIP FY2015
                                             504,218 performance rights to replace BHP
                                             Billiton Transitional GMC awards for FY2013:
                                                   *   252,109 vesting Aug 2015
                                                   *   252,109 vesting Aug 2016

Exercise price (if fixed at time of grant)   Nil
or indication that price is to be fixed at
time of exercise
Total number of securities over which      616,461 – maximum number of performance
options or other rights held at the date   rights held as short term incentive awards under
of this notice                             the South32 Equity Incentive Plan.


                                           4,778,422 – maximum number of performance
                                           rights held as long term incentive awards under
                                           the South32 Equity Incentive Plan.


                                           504,218 – maximum number of performance
                                           rights held as Transitional awards under the
                                           South32 Equity Incentive Plan.
                                           ________
                                           5,899,101 – Total

Any additional information                 -


Part 4 – Closed period

Were the interests in the securities or    No
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 Director or
provided to allow the trade to proceed     other Person Discharging Managerial
during this period?                        Responsibilities cannot deal in South32 Limited
                                           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 5 – Contact details

Name of authorised officers responsible Nicole Duncan
for making this notification on behalf of Chief Legal Officer and Company Secretary
the entity

Contact details                            Nicole Duncan       Tel    +61 8 9324 9000
                                                               Fax    +61 8 9324 9227

30 June 2015

JSE sponsor: UBS South Africa (Pty) Ltd

Date: 30/06/2015 11:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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