23rd Aug 2013 07:00
Company Secretariat
|
23 August 2013 |
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, the Listing Rules and 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 discharging managerial responsibilities | Mr A Mackenzie
|
Date of last notice | 10 May 2013 |
Date issuer informed of transaction | 22 August 2013 |
Date and place of transaction | 21 August 2013 (London Stock Exchange) |
Nature of transaction | The acquisition of 211,795** ordinary shares in BHP Billiton Plc following the exercise of Performance Shares granted in 2008 under the Long Term Incentive Plan (LTIP), 39,230 ordinary shares in BHP Billiton Plc following the exercise of Deferred Shares granted in 2011 under the Group Incentive Scheme (GIS) and 16,119 ordinary shares in BHP Billiton Plc following the exercise of Options granted in 2009 under the GIS. In addition, an on-market sale of 137,842 ordinary shares on the London Stock Exchange, made in order to meet expected tax obligations and to fund the cost of exercise of the GIS Options. **In respect of the 2008 LTIP, BHP Billiton exceeded the relative total shareholder return of the comparator group by 34.6 per cent over the five year performance period. Under the rules of the LTIP this level of performance provides the basis for full vesting of Performance Shares, unless the Remuneration Committee exercises its discretion to reduce the number of Performance Shares that vest. The Committee has, for the first time, exercised that discretion and elected to reduce vesting by 35 per cent for all LTIP participants. Accordingly, 35 per cent of Performance Shares will not vest and will instead lapse. In making its decision, the Committee and the Board took into account a range of factors, including the total remuneration of LTIP participants in the current economic environment. In Mr Mackenzie's case, this means that 114,044 of his 2008 LTIP Performance Shares lapsed and did not vest. |
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 registered holder) | Mr Mackenzie has an indirect interest in 201,921* ordinary shares in BHP Billiton Plc. 201,710* of these ordinary shares are held by Pershing Nominees held jointly by Mr A Mackenzie and Mrs E Mackenzie, of which Mr Mackenzie is a beneficiary, and 211 ordinary shares of BHP Billiton Plc held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme. Shareplus is an all employee share purchase plan of the BHP Billiton Group. *Note - totals above reflect shares transferred in this transaction. |
Date of change | 21 August 2013 |
No. of securities held prior to change | 72,619 |
Class | Ordinary Shares in BHP Billiton Plc |
Number acquired | 267,144 |
Number disposed | 137,842 |
Value/Consideration | Exercise of 251,025 at nil cost Exercise of 16,119 at £18.68 per Option Sale of 137,842 at £18.75 per share (average) |
No. of securities held after change | 201,921 |
Part 1 - Change of relevant interests in securities (cont'd)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Please see "Nature of transaction" above. |
Any additional information | - |
Part 2 - Change of interests in contracts other than as described in Part 4
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 or contracts detailed above traded during a closed period where prior written clearance was required? | No. |
If so, was prior written clearance provided to allow the trade to proceed during this period? | Under our Securities Dealing Policy a Person Discharging Managerial Responsibilities cannot deal in BHP Billiton Securities without prior 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 | - |
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 options or other rights held at the date of this notice
| 526,836 - maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP
20,023 - maximum number of Deferred Shares (ordinary shares of BHP Billiton Plc) under the GIS
30,389 - vested GIS Options (ordinary shares of BHP Billiton Plc)
211 - maximum number of matched shares (ordinary shares of BHP Billiton Plc) under Shareplus ________ 577,459 - Total
|
Any additional information
| This notification is in respect of an exercise of vested 2008 Performance Shares (211,795) and lapse of 114,044 Performance Shares (refer "Nature of Transaction" above) under the BHP Billiton Plc LTIP, the exercise of vested 2011 Deferred Shares (39,230) under the BHP Billiton Plc GIS and exercise of previously vested 2009 Options (16,119) under the BHP Billiton Plc GIS. |
Part 5 - Contact details
Name of authorised officers responsible for making this notification on behalf of the entities | Nicola Kleynhans - BHP Billiton Limited
Geof Stapledon - BHP Billiton Plc |
Contact details
| Nicola Kleynhans Tel: +61 3 9609 4326 Fax: +61 3 9609 4372
Geof Stapledon Tel: +44 20 7802 4176 Fax: +44 20 7802 3054 |
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209Registered in Australia Registered in England and Wales
Registered Office:180 Lonsdale Street, Melbourne Victoria 3000 Australia Registered Office: Neathouse Place, London SW1V 1BH UK
Members of the BHP Billiton Group which is headquartered in Australia
Related Shares:
BHP Group