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 Mike Fraser (President and Chief Operating Officer Africa
person discharging Region)
managerial
responsibilities
Date of last notice 27 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 Fraser has an existing direct interest in
(including whether the notification relates to a 36,337 ordinary shares in South32 Limited.
person connected with a director or other Mr Fraser also has an existing indirect interest in
person discharging managerial responsibilities
and, if so, the identity of the connected person)
the following:
* 139,012 South32 Limited Depository
Interests, representing an interest in
139,012 ordinary shares in South32
Limited, held by Investec on behalf of
Mike Fraser
* 220 ordinary shares in South32 Limited
held by Computershare Nominees
* 84 South32 Limited Depository Interests,
representing an interest in 84 ordinary
shares in South32 Limited, held by
Computershare Nominees
* 12,147 South32 Limited Depository
Interests, representing an interest in
12,147 ordinary shares in South32
Limited, held by Solium Capital UK Ltd
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 Group Short Term
Incentive Plan (GSTIP) FY2014 – Aug 2016
* Replacement for Long Term Incentive
Plan (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 FY2014 – Aug 2016 (for
50% of the award) and Aug 2017 (for 50%
of the award)
Grant of performance rights as a South32
transitional performance award pursuant to and
on the terms set out in the South32 Listing
Document dated 16 March 2015:
* Tranche 1 – Aug 2016 (one third)
* Tranche 2 – Aug 2017 (one third)
* Tranche 3 – Aug 2018 (one third)
Total amount paid (if any) for the grant -
Description of securities involved: 2,933,489 performance rights to replace BHP
Billiton short term and long term incentive
Class; number
awards:
* 401,964 for STIP FY2014
* 23,597 for GSTIP FY2014
* 1,222,058 for LTIP FY2014
* 1,285,870 for LTIP FY2015
437,690 performance rights to replace BHP
Billiton Transitional GMC awards for FY2014:
* 218,845 vesting Aug 2016
* 218,845 vesting Aug 2017
1,616,241 performance rights as a South32
transitional performance award:
* 538,747 vesting Aug 2016
* 538,747 vesting Aug 2017
* 538,747 vesting Aug 2018
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 425,561 – 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.
2,507,928 – maximum number of performance
rights held as long term incentive awards under
the South32 Equity Incentive Plan.
2,053,931 – maximum number of performance
rights held as Transitional awards under the
South32 Equity Incentive Plan.
________
4,987,420 – Total
Any additional information -
Part 4 – Closed period
Were the interests in the securities or N/A
contacts detailed above traded during a
closed period where prior written
consent was required?
If so, was prior written clearance N/A
provided to allow the trade to proceed
during this period?
If prior written clearance was provided, N/A
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 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
