(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 Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority and the Group's Securities Dealing document.
We (the entities) advise the following information under the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Group's Securities Dealing document.
Name of person discharging managerial responsibilities
Mr M P Randolph
Date of last notice
23 February 2011
Date issuer informed of transaction
2 April 2012
Date and place of transaction
Shareplus employee share plan trust purchased the shares on the Australian Securities Exchange on 19 March 2012. The shares were allocated and the issuer informed on 2 April 2012.
Nature of transaction
Due to the expiry of the Qualification Period and satisfaction of other conditions under the terms of the all employee share plan Shareplus (2009) the:
· acquisition of 190 Matched Shares (ordinary fully paid shares of BHP Billiton Limited) (see Part 3), and
· transfer of 190 Acquired Shares (ordinary fully paid shares of BHP Billiton Limited).
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
Nature of indirect interest
(including registered holder)
Mr Randolph has an indirect interest in 237* ordinary shares in BHP Billiton Limited 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 - total above reflects shares transferred in this transaction (Acquired Shares) previously held by the Shareplus Nominee Computershare.
Date of change
2 April 2012
No. of securities held prior to change
Ordinary Shares in BHP Billiton Limited
190 (Matched Shares)
Nil priced Matched Shares (BHP Billiton Limited)
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
Allocation and transfer of Matching Shares and transfer of Acquired Shares from Computershare Nominees.
Any additional information
Shareplus is an all-employee share purchase plan. Under the plan, employees contribute monies to purchase shares (Acquired Shares), up to an annual contribution limit of US$5,000 in any Plan year. Shares are purchased on a quarterly basis using the employees' contributions made each pay period over the preceding 3 months. Any Acquired Shares still held by employees at the end of a 3 year qualification period will be matched by the company on a 1:1 basis.
Part 2 - Change of interests in contracts other than as described in Part 3
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 after change
Part 3 - Changeof 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:
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
Part 3 - Changeof interests in options or other rights granted by the entities (cont'd)
Total number of securities over which options or other rights held at the date of this notice
767,344 - maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP
67,643 - maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS
237 - maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus
835,224 - Total
Any additional information
This notification is in respect of the vested Matched Shares under Shareplus where 190 Matched Shares under the 2009 scheme were purchased and transferred (see Part 1).
Part 4 - Contact details
Name of authorised officers responsible for making this notification on behalf of the entities
Nicola Evans - BHP Billiton Limited
Geof Stapledon - BHP Billiton Plc
Nicola Evans 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 3196209
Registered 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
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