UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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BHP Billiton
Limited
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| (Translation of registrant's name into English) | ||||
| 180 Lonsdale Street Melbourne VIC 3000 Australia | ||||
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----------------------------------- (Address of principal executive office) |
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| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
31 August 2005
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To: |
Australian Stock Exchange |
cc: |
New York Stock Exchange |
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Swiss Stock Exchange |
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JSE Securities Exchange SA |
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London Stock Exchange |
Deutsche Bank |
Notification of Change of Interests of Directors and Persons Discharging Managerial Responsibilities and Connected Persons
(
Australian Stock Exchange Listing Rules Appendix 3Y)(Listing Rules & Disclosure Rules of the UK Listing Authority)
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Name of entities |
BHP Billiton Limited |
BHP Billiton Plc |
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ABN 49 004 028 077 |
REG NO 3196029 |
As part of a dual listed company structure, the Group voluntarily notifies all stock exchanges on which either BHP Billiton Plc or BHP Billiton Limited 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 Stock Exchange (ASX) Listing Rules, the Listing Rules and Disclosure Rules of the United Kingdom Listing Authority, the Australian Corporations Act, the United Kingdom Companies Act and the Group's Securities Dealing Code.
We (the entities) advise the following information under ASX Listing Rule 3.19A.2, the UK Listing Authority Disclosure Rule 3.1.4 and as agent for the director / person discharging managerial responsibilities for the purposes of section 205G of the Australian Corporations Act in accordance with the Group's Securities Dealing Code.
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Name of director / person discharging managerial responsibilities |
Mr M Salamon |
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Date of last notice |
7 December 2004 |
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Date issuer informed of transaction |
30 August 2005 |
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Date and place of transaction |
26 August 2005 on the London Stock Exchange |
Part 1 - Change of relevant interests in securities
Included in this Part are:
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Direct or indirect interest |
Indirect |
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Nature of indirect interest (including registered holder and the identity of a Connected Person if applicable) |
Mr Salamon has an indirect interest in 1,060,475 shares in BHP Billiton Plc. The registered holders are KB (CI) Nominees Limited, Gardenview Nominees (Pty) Limited and Kleinwort Benson (Channel Islands) Limited as trustees of trusts in which Mr Salamon is a potential beneficiary. |
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No. of securities held prior to change |
1,060,475 |
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Class |
Ordinary fully paid shares of US$0.50 in BHP Billiton Plc |
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Number acquired |
155,519 |
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Number disposed |
63,924 |
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Value/Consideration |
Exercise @ nil cost Sale @ GPB 8.15 per share |
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No. of securities held after change |
1,152,070 |
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Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
The exercise of 106,538 Group Incentive Scheme ("GIS") Performance Shares and 48,981 GIS Deferred Shares and the same day on-market sale of 63,924 Ordinary shares. |
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Any additional information |
Mr Salamon has a direct interest in 21,849 shares in BHP Billiton Plc. There is no change to report to the above holding. The 91,595 shares retained from the exercise are registered in the name of Kleinwort Benson (Channel Islands) Limited. Mr Salamon, as a director and a person discharging managerial responsibilities, also has a notifiable interest under United Kingdom legislation in 305,046 Ordinary shares of BHP Billiton Plc, being the balance of shares held by Billiton ESOP Trustee Limited as trustee of the Billiton Employee Share Ownership Trust. |
Part 2 - Change of interests in contracts other than as described in Part 3
Included in this Part are:
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Detail of contract |
- |
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Nature of interest (including the identity of a Connected Person if applicable) |
- |
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Name of registered holder (if issued securities) |
- |
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No. and class of securities to which interest related prior to change (including total percentage holding) |
- |
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Interest acquired |
- |
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Interest disposed |
- |
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Value/Consideration |
- |
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Interest after change |
- |
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No. and class of securities to which interest related after the change (including total percentage holding) |
- |
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.
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Date of grant |
- |
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Period during which or date on which exercisable |
- |
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Total amount paid (if any) for the grant |
- |
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Description of securities involved: class; number (including percentage of issued holding) |
- |
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Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise |
- |
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Total number of securities over which options or other rights held at the date of this notice (including total percentage holding) |
193,706
vested GIS Performance Shares 89,056
vested GIS Deferred Shares 89,056
maximum number of GIS Performance 80,151
maximum number of GIS Deferred 95,295
shares in BHP Billiton Plc under the 300,000
maximum number of Performance ---------- 847,264 Total |
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Any additional information |
This notification is in respect of the vesting of Performance Shares and Deferred Shares under the BHP Billiton Plc Group Incentive Scheme ("GIS"). The performance conditions attached to the BHP Billiton Plc GIS were met at the end of the performance period and consequently 193,706 2002 Performance Shares and 89,056 2003 Deferred Shares vested on 24 August 2005. |
Part 4 - Contact details
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Name of authorised officers responsible for making this notification on behalf of the entities |
Mr S A Butcher - BHP Billiton Limited Ms E A Hobley - BHP Billiton Plc - BHP Billiton Plc |
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Contact details
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Mr S A Butcher Tel: +61 3 9609 3323 Ms E A Hobley Tel: +44 20 7802 4054 |
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BHP Billiton Limited ABN 49 004 028 077 Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000 Telephone +61 1300 554 757 Facsimile +61 3 9609 3015 |
BHP Billiton Plc Registration number 3196209 Registered Office: Neathouse Place London SW1V 1BH United Kingdom Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111 |
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The BHP Billiton Group is headquartered in Australia
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| BHP Billiton Limited | ||
| Date: 31 August 2005 | By: |
Karen Wood |
| Name: | Karen Wood | |
| Title: | Company Secretary |