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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
7 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 Notice of Change of Interests of Substantial Holder (ASIC
Form 604) in relation to the ordinary shares in WMC Resources Ltd (WMC). This
Notice shows that BHP Billiton`s voting power in WMC has increased from 62.33%
to 77.41%.
In accordance with the terms of the Acceptance Facility, the acceptance
instructions received by Merrill Lynch Equities (Australia) Limited were
delivered by it on 3 June 2005 to relevant custodians for implementing (i.e., by
accepting BHP Billiton`s offer for the relevant number of WMC shares).
Consequently, BHP Billiton will no longer separately report the number of WMC
shares for which acceptance instructions had been received in the Acceptance
Facility.
BHP Billiton notes, however, that all acceptance instructions received under the
Acceptance Facility may not yet have been implemented by all relevant
custodians. BHP Billiton expects that implementation of the remainder of the
instructions will occur over the next few days. Until all acceptance
instructions have been implemented, BHP Billiton`s voting power will not include
all WMC shares that were the subject of acceptance instructions.
In addition, BHP Billiton notes that it no longer holds an economic exposure to
WMC shares through cash settled derivative contracts. These contracts were all
terminated yesterday.
Yours faithfully
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 6/06/2005
The previous notice was 6/06/2005
given to the company on
The previous notice was 6/06/2005
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 732,595,693 62.33% 909,825,878 77.41%
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 whose Nature of Consideration Class and Person`s
change relevant change (6) given in number of votes
interest relation securities affected
changed to change (7) affected
6/06/2005 BHP Billiton Purchaser of $7.85 for 128,475,338 128,475,338
Lonsdale securities each WMC ordinary
Investments pursuant to Resources Ltd shares
Pty Ltd contracts ordinary
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
6/06/2005 BHP Billiton Entry into $7.85 for 48,754,847 48,754,847
Lonsdale contracts for each WMC ordinary
Investments the purchase Resources Ltd shares
Pty Ltd of the ordinary
securities on share
Australian
Stock
Exchange
Limited (ASX)
As above for BHP Billiton Taken under Nil As above for As above
BHP Billiton Limited section BHP Billiton for BHP
Lonsdale 608(3)(b) of Lonsdale Billiton
Investments the Investments Lonsdale
Pty Ltd Corporations Pty Ltd Investments
Act to have a Pty Ltd
relevant
interest by
reason of
having
control of
BHP Billiton
Lonsdale
Investments
Pty Ltd
As above for Each of the Taken under Nil As above for As above
BHP Billiton Subsidiaries section BHP Billiton for BHP
Lonsdale 608(3)(a) of Lonsdale Billiton
Investments the Investments Lonsdale
Pty Ltd Corporations Pty Ltd Investments
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
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 822,801,799 822,801,799
Lonsdale offerees who Lonsdale control ordinary
Investments have Investments disposal of shares
Pty Ltd accepted the Pty Ltd the
takeover securities
offers pursuant to
referred to the contracts
in paragraph referred to
3 in paragraph
3
BHP Billiton Various BHP Billiton Relevant 87,024,079 87,024,079
Lonsdale vendors of Lonsdale interest ordinary
Investments securities Investments under section shares
Pty Ltd on ASX Pty Ltd 608(1) of the
Corporations
Act pursuant
to the
purchase of
securities on
ASX
BHP Billiton As above for BHP Billiton Taken under As above As above
Limited BHP Billiton Lonsdale section for BHP for BHP
Lonsdale Investments 608(3)(b) of Billiton Billiton
Investments Pty Ltd the Lonsdale Lonsdale
Pty Ltd Corporations Investments Investments
Act to have a Pty Ltd Pty Ltd
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 As above
Subsidiaries BHP Billiton Lonsdale section for BHP for BHP
Lonsdale Investments 608(3)(a) of Billiton Billiton
Investments Pty Ltd the Lonsdale Lonsdale
Pty Ltd Corporations Investments Investments
Act to have a Pty Ltd 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 Limited180 Lonsdale Street,
Limited and each Melbourne, Victoria 3000
other person on
whose behalf this
notice is given
Signature
print name Ross Mallett capacity Deputy
Company
Secretary
sign here date 07/06/2005
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.
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