Company Secretariat
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

September 5, 2006

BHP Billiton Limited
-----------------------------------
(Translation of registrant's name into English)
 
180 Lonsdale Street Melbourne VIC 3000 Australia
-----------------------------------
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F   [  ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

5 September 2006

 

To:

Australian Stock Exchange

cc:

New York Stock Exchange
     

Swiss Stock Exchange
     

JSE Limited
 

London Stock Exchange

  

Deutsche Bank
UBS Zurich

 

Notification of Change of Interests of Persons Discharging Managerial Responsibilities and Connected Persons

(Listing Rules & Disclosure 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 Plc or BHP Billiton Limited have primary or secondary listings, all those interests of 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 Rules of the United Kingdom Listing Authority and the Group's Securities Dealing Code.

We (the entities) advise the following information under the UK Listing Authority Disclosure Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Group's Securities Dealing Code.

Name of person discharging managerial responsibilities

Mr M P Randolph

Date of last notice

7 December 2005

Date issuer informed of transaction

1 September 2006

Date and place of transaction

1 September 2006 (place of transaction not applicable)

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 person discharging managerial responsibilities.

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder and the identity of a Connected Person if applicable)

-

Date of Change

1 September 2006

No. of securities held prior to change

153,794

Class

Ordinary fully paid shares in BHP Billiton Limited

Number acquired

71,643

Number disposed

-

Value/Consideration

Exercise @ nil cost

No. of securities held after change

225,437

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

The acquisition of 71,643 ordinary fully paid shares following the exercise of Performance Shares and Deferred Shares under the Group Incentive Scheme.

Any additional information

-

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 (including the identity of a Connected Person if applicable)

-

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

-

No. and class of securities to which interest related after the change

-

Part 3 - 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

-

Part 3 - Change of 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

                   32,199              maximum number of GIS Deferred Shares
                                            (ordinary shares of BHP Billiton Limited)

                 220 000              maximum number of Performance Shares
                                            (ordinary shares of BHP Billiton Limited)
                                            under the LTIP

          ____________________

       252,199              Total

Any additional information

This change is in respect of the vesting and exercise of 2003 Performance Shares and 2004 Deferred Shares under the BHP Billiton Limited Group Incentive Scheme (GIS).

The performance conditions relating to the Performance Shares were met to 80% and consequently 27,409 Performance Shares vested and 6,852 Performance Shares lapsed on 23 August 2006.

The service conditions relating to the Deferred Shares were met and the consequently 44,234 Deferred Shares vested on 23 August 2006.

Following vesting the reportable change is in respect of the exercise on 1 September 2006 of 27,409 Performance Shares and 44,234 Deferred Shares under the BHP Billiton Limited GIS.

Part 4 - Contact details

Name of authorised officers responsible for making this notification on behalf of the entities

Mr S A Butcher - BHP Billiton Limited

Mrs I Watson - BHP Billiton Plc - BHP Billiton Plc

Contact details

 

 

Mr S A Butcher Tel: +61 3 9609 3323
Fax: +61 3 9609 4372

Mrs I Watson Tel: +44 20 7802 4176
Fax: +44 20 7802 3054

 

 

BHP Billiton Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000
Telephone +61 1300 554 757 Facsimile +61 3 9609 3015

BHP Billiton Plc Registration number 3196209
Registered in England and Wales
Registered Office: Neathouse Place London SW1V 1BH United Kingdom
Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111

                                                                  The BHP Billiton Group is headquartered in Australia

                                                                          
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    BHP Billiton Limited
     
Date: 5 September 2006 By:

Karen Wood
  Name:  Karen Wood
  Title: Company Secretary