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BHP Billiton Plc - Notice of Change of Interests of Substantial Holder
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share Code: BIL
ISIN: GB0000566504
6 June 2005
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 3
June 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 on
3 June 2005 (as advised by Merrill Lynch Equities (Australia) Limited to BHP
Billiton);
- the number of WMC Resources shares in which BHP Billiton has received as
acceptances under its offer; and
- the number of WMC Resources shares acquired by BHP Billiton on-market, has
increased from 42.81% to 76.25%.
The following table is a breakdown of the aggregate amount between those three
categories.
Number of WMC Percentage of WMC
Resources Shares Resources` existing
issued shares
Acceptance Facility 163,595,219 13.92%
Acceptances under 694,326,461 59.07%
the offer
On-market purchases 38,269,232 3.26%
TOTALS 896,190,912 76.25%
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(if 49 004 028 077
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 on 3/06/2005
The previous notice was 3/06/2005
given to the company on
The previous notice was 3/06/2005
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 355,789,555 30.27% 732,595,693 62.33%
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
3/06/2005 BHP Purchaser of $7.85 for 338,536,906 338,536,906
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
3/06/2005 BHP Entry into $7.85 for 38,269,232 38,269,232
Billiton contracts for each WMC ordinary
Lonsdale the purchase Resources Ltd shares
Investments of the ordinary
Pty Ltd securities on share
Australian
Stock Exchange
Limited (ASX)
As above BHP Taken under Nil As above for As above
for BHP Billiton section BHP Billiton for BHP
Billiton Limited 608(3)(b) of Lonsdale Billiton
Lonsdale the Investments Lonsdale
Investmen Corporations Pty Ltd Investments
ts Pty Act to have a Pty Ltd
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 for As above
for BHP Subsidiarie section BHP Billiton for BHP
Billiton s 608(3)(a) of Lonsdale Billiton
Lonsdale the Investments Lonsdale
Investmen Corporations Pty Ltd Investments
ts Pty Act to have a Pty Ltd
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 Various BHP Billiton Power to 694,326,461 694,326,461
Billiton offerees Lonsdale control ordinary
Lonsdale who have Investments disposal of shares
Investments accepted Pty Ltd the
Pty Ltd the securities
takeover pursuant to
offers the contracts
referred to referred to
in in paragraph
paragraph 3 3
BHP Various BHP Billiton Relevant 38,269,232 38,269,232
Billiton vendors of Lonsdale interest ordinary
Lonsdale securities Investments under section shares
Investments on ASX Pty Ltd 608(1) of the
Pty Ltd Corporations
Act pursuant
to the
purchase of
securities on
ASX
BHP As above BHP Billiton Taken under As above for As above
Billiton for BHP Lonsdale section BHP Billiton for BHP
Limited Billiton Investments 608(3)(b) of Lonsdale Billiton
Lonsdale Pty Ltd the Investments Lonsdale
Investments Corporations Pty Ltd Investments
Pty Ltd Act to have a Pty Ltd
relevant
interest by
reason of
having
control of
BHP Billiton
Lonsdale
Investments
Pty Ltd
Each of the As above BHP Billiton Taken under As above for As above
Subsidiarie for BHP Lonsdale section BHP Billiton for BHP
s Billiton Investments 608(3)(a) of Lonsdale Billiton
Lonsdale Pty Ltd the Investments Lonsdale
Investments Corporations Pty Ltd Investments
Pty Ltd Act to have a 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
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 3000
other person on
whose behalf this
notice is given
Signature
print name Ross Mallett capacity Deputy
Company
Secretary
sign here date 06/06/2005
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.
Date: 06/06/2005 10:17:13 AM
Produced by the JSE SENS Department
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