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Notification of Change of Interests of Directors, Other Persons Discharging Managerial Responsibility
South32 Limited
(Incorporated in Australia under the Corporations Act 2001 (Cth))
(ACN 093 732 597)
ASX/JSE/LSE 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 30 June 2015
Date issuer informed of 1 September 2015
transaction
Date and place of 28 August 2015 (Australian Securities Exchange)
transaction
Nature of transaction The acquisition of 221,856 fully paid ordinary shares in South32
(including a description of the Limited following the vesting of performance rights awarded
securities/financial instrument) under the South32 Equity Incentive Plan.
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 Direct
Nature of indirect interest (including Mr Kerr has an indirect interest in 76 ordinary
registered holder) shares in South32 Limited, which are held by
Computershare Nominees (Channel Islands)
Limited.
Date of change 28 August 2015
No. of securities held prior to change 147,335 (Direct)
76 (Indirect)
Class Ordinary shares in South32 Limited
Number acquired 221,856
Number disposed -
Value/Consideration Vesting of 221,856 performance rights at nil cost.
No. of securities held after change 369,191 (Direct)
76 (Indirect)
Nature of change Refer to “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 -
(including whether the notification relates to a person
connected with a director or other person discharging
managerial responsibilities and, if so, the identity of the
connected person)
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 -
Period during which or date on which -
exercisable
Total amount paid (if any) for the grant -
Description of securities involved: -
Class; number
Exercise price (if fixed at time of grant) -
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.
252,109 – maximum number of performance
rights held as Transitional awards under the
South32 Equity Incentive Plan.
________
5,646,992 – Total
Any additional information This notification is in respect of the vesting of
221,856 performance rights, and lapsing of
30,253 performance rights, under the South32
Equity Incentive Plan (see part 1).
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 South32 Limited’s Securities Dealing
provided to allow the trade to proceed Policy a Director or other Person Discharging
during this period? Managerial 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
1 September 2015
JSE sponsor: UBS South Africa (Pty) Ltd
Date: 01/09/2015 09:02:00 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
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