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BHP Billiton Plc - Notice of Change of Interests of Substantial Holder Report on
Acceptance Facility
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share Code: BIL
ISIN: GB0000566504
31 May 2005
To: Mr. Peter Horton - WMC
New York Stock Exchange
Company Announcements Platform Swiss Stock Exchange
The Australian Stock Exchange JSE Securities Exchange SA
Deutsche Bank
London Stock Exchange UBS Zurich
Old Broad Street
London EC2N 1HP
United Kingdom
Notice of Change of Interests of Substantial Holder
Report on Acceptance Facility
In accordance with Chapter 6C of the Corporations Act 2001 (Cwth), BHP Billiton
issues the attached ASIC Form 604 (Notice of Change of Interests of Substantial
Holder) in relation to the ordinary shares in WMC Resources Ltd (WMC Resources).
BHP Billiton reports that since its most recent acceptance facility report on 30
May 2005, the aggregate of:
- the number of WMC Resources shares in respect of which acceptance instructions
(in the form of acceptance forms and/or directions to custodians to accept BHP
Billiton`s offer) have been received in the Acceptance Facility as at 7:30pm
yesterday (as advised by Merrill Lynch Equities (Australia) Limited to BHP
Billiton); and
- the number of WMC Resources shares in which BHP Billiton has a relevant
interest,
has increased from 6.69% to 13.33%.
The following table is a breakdown of the aggregate amount between those two
categories.
Number of WMC Percentage of WMC
Resources Shares Resources` existing
issued shares
Acceptance Facility 70,509,791 6.00%
Relevant interest 86,173,237 7.33%
TOTALS 156,683,028 13.33%
In addition, BHP Billiton notes that it holds economic exposure to 50,624,000
WMC Resources shares (4.31% of the issued share capital) through cash settled
derivative contracts.
Yours sincerely
Ross Mallett
Deputy Company Secretary
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company WMC Resources Ltd
Name/Scheme
ACN/ARSN 76 004 184 598
1. Details of substantial holder (1)
Name BHP Billiton Limited
ACN/ARSN 49 004 028 077
(if applicable)
This notice is also given by BHP Billiton Limited on behalf of BHP
Billiton Plc and on behalf of BHP Billiton Limited`s controlled bodies
corporate (Subsidiaries) and on behalf of BHP Billiton Plc`s controlled
bodies corporate including those named in Annexure A of the Form 603
`Notice of initial substantial holder` dated 22 March 2005
There was a change in the interests of the
substantial holder from 30/05/2005
The previous notice was 27/05/2005
given to the company on
The previous notice was 27/05/2005
dated
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company
or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in when last required, and when
now required, to give a substantial holding notice to the company or
scheme, are as follows:
Class of Previous notice Present notice
securities (4)
Person`s Voting power Person`s Voting
votes (5) votes power (5)
Ordinary 54,052,166 4.60% 86,173,237 7.33%
shares
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant
interest of the substantial holder or an associate in voting securities of
the company or scheme, since the substantial holder was last required to
give a substantial holding notice to the company or scheme are as
follows:
Date of Person Nature of Consideration Class and Person`s
change whose change (6) given in number of votes
relevant relation securities affected
interest to change (7) affected
changed
27/05 - BHP Purchaser of $7.85 for 32,121,071 32,121,071
30/05/2005 Billiton securities each WMC ordinary
Lonsdale pursuant to Resources Ltd shares
Investments contracts ordinary
Pty Ltd arising as a share
result of
acceptances
of takeover
offers as set
out in the
Bidder`s
Statement,
the form of
which was
given to the
Australian
Stock
Exchange
Limited by
the
substantial
holder on 21
March 2005
As above BHP Taken under Nil As above As above for
for BHP Billiton section for BHP BHP Billiton
Billiton Limited 608(3)(b) of Billiton Lonsdale
Lonsdale the Lonsdale Investments
Investment Corporations Investment Pty Ltd
s Pty Ltd Act to have a s Pty Ltd
relevant
interest by
reason of
having
control of
BHP Billiton
Lonsdale
Investments
Pty Ltd
As above Each of the Taken under Nil As above As above for
for BHP Subsidiarie section for BHP BHP Billiton
Billiton s 608(3)(a) of Billiton Lonsdale
Lonsdale the Lonsdale Investments
Investment Corporations Investment Pty Ltd
s Pty Ltd Act to have a s Pty Ltd
relevant
interest by
reason of
having voting
power
(through the
relevant
interests of
its
associate,
BHP Billiton
Limited)
above 20% in
BHP Billiton
Lonsdale
Investments
Pty Ltd
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of Registered Person Nature of Class and Person`s
relevant holder of entitled relevant number of votes
interest securities to be interest (6) securities
registered
as holder (8)
BHP Billiton Various BHP Billiton Power to 86,173,237 86,173,23
Lonsdale offerees who Lonsdale control ordinary
Investments have accepted Investments disposal of shares
Pty Ltd the takeover Pty Ltd the
offers securities
referred to pursuant to
in paragraph the
3 contracts
referred to
in paragraph
3
BHP Billiton As above for BHP Billiton Taken under As above for As above
Limited BHP Billiton Lonsdale section BHP Billiton for BHP
Lonsdale Investments 608(3)(b) of Lonsdale Billiton
Investments Pty Ltd the Investments Lonsdale
Pty Ltd Corporations Pty Ltd Investment
Act to have Pty Ltd
a relevant
interest by
reason of
having
control of
BHP Billiton
Lonsdale
Investments
Pty Ltd
Each of the As above for BHP Billiton Taken under As above for As above
Subsidiaries BHP Billiton Lonsdale section BHP Billiton for BHP
Lonsdale Investments 608(3)(a) of Lonsdale Billiton
Investments Pty Ltd the Investments Lonsdale
Pty Ltd Corporations Pty Ltd Investment
Act to have Pty Ltd
a relevant
interest by
reason of
having
voting power
(through the
relevant
interests of
its
associate,
BHP Billiton
Limited)
above 20% in
BHP Billiton
Lonsdale
Investments
Pty Ltd
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or
have changed the nature of their association (9) with, the substantial holder
in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN Nature of association
(if applicable)
Not applicable Not applicable
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
BHP Billiton C/- BHP BIlliton Limited
Limited and each 180 Lonsdale Street, Melbourne, Victoria
other person on 3000
whose behalf this
notice is given
Signature
print name Ross Mallett capac Deputy Company
ity Secretary
sign here date 31/05/2005
DIRECTIONS
(1) If there are a number of substantial holders with similar or related
relevant interests (eg. a corporation and its related corporations, or
the manager and trustee of an equity trust), the names could be
included in an annexure to the form. If the relevant interests of a
group of persons are essentially similar, they may be referred to
throughout the form as a specifically named group if the membership of
each group, with the names and addresses of members is clearly set out
in paragraph 6 of the form.
(2) See the definition of `associate` in section 9 of the Corporations Act
2001.
(3) See the definition of `relevant interest` in sections 608 and 671B(7)
of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided
into separate classes.
(5) The person`s votes divided by the total votes in the body corporate or
scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the
change in relevant interest occurred. If subsection 671B(4)
applies, a copy of any document setting out the terms of any
relevant agreement, and a statement by the person giving full and
accurate details of any contract, scheme or arrangement, must
accompany this form, together with a written statement certifying
this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control
the exercise of, or influence the exercise of, the voting powers
or disposal of the securities to which the relevant interest
relates (indicating clearly the particular securities to which the
qualification applies).
See the definition of `relevant agreement` in section 9 of the
Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money
and other, that any person from whom a relevant interest was acquired
has, or may, become entitled to receive in relation to that
acquisition. Details must be included even if the benefit is
conditional on the happening or not of a contingency. Details must be
included on any benefit paid on behalf of the substantial holder or
its associate in relation to the acquisitions, even if they are not
paid directly to the person from whom the relevant interest was
acquired.
(8) If the substantial holder is unable to determine the identity of the
person (eg. if the relevant interest arises because of an option)
write `unknown``.
(9) Give details, if appropriate, of the present association and any
change in that association since the last substantial holding notice.
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