I am continuing with BHP Billiton I will be part of South32

Impact of South32 Demerger
on Shareplus and Loan Shares
This communication describes the impact of the proposed Demerger of South32
by BHP Billiton in May 2015 for participants in BHP Billiton’s all-employee share
plan, Shareplus, and holders of Loan Plan shares.
If the Demerger does not proceed, then the operation of the plans will remain
as per the original terms and conditions.
All dates are indicative only and are subject to change.
Information about the Demerger of South32 by BHP Billiton can be found
on the employee portal.
Please click on the box below that applies to you.
I am continuing with BHP Billiton
or
I will be part of South32
shareplus
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
Shares you have with
the Shareplus Nominee
Shareplus timeline for employees
continuing with BHP Billiton
Loan Shares
Solium contact details
Shareplus terminology
Shareplus 2012
Matched Shares under Shareplus 2012 will vest on 7 April 2015 as per
the normal schedule, and will be provided in BHP Billiton shares as usual.
Further communications on the vesting of Shareplus 2012 will be provided
in late March 2015.
In all countries other than Australia, Indonesia and Singapore,
BHP Billiton is required to withhold taxes on this share income and as
a result some of your Matched Shares will be sold and the proceeds
remitted by BHP Billiton to the relevant tax authority to cover these taxes.
For Singaporean employees, your share income will be reported in your
December 2015 IR8A. Australian employees will be sent an Australian
ESS Statement, including the share income, in July 2015.
Your 2012 Acquired Shares are being held by the Shareplus Nominee, and
after the vesting your Matched Shares will also be held by the Shareplus
Nominee. As in prior years, you can choose to sell any of these shares at
any time, but you should consider the information in the tab Shares you
have with the Shareplus Nominee before you decide whether you want
to sell them prior to the Demerger, or hold them during the Demerger.
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the all employee share plan
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
Shares you have with
the Shareplus Nominee
Shareplus timeline for employees
continuing with BHP Billiton
Loan Shares
Solium contact details
Shareplus terminology
Shareplus 2013 and Shareplus 2014
Shareplus 2013 and Shareplus 2014 will vest as per the normal
schedule in April 2016 and April 2017 respectively, and will be
provided in the form of BHP Billiton shares.
Any Acquired Shares that you have purchased while participating
in these plans will be eligible to receive South32 shares as part
of the Demerger as described in the tab Shares you have with
the Shareplus Nominee.
Unvested Matched Shares will not be eligible to receive shares
in South32 as part of the Demerger. However, BHP Billiton’s share price
after the Demerger is expected to be lower than before the Demerger,
because some of the BHP Billiton Assets will be part of South32 after
the demerger. Holders of Unvested Matched Shares will therefore
receive an uplift in the number of BHP Billiton shares provided upon
vesting of Shareplus 2013 and Shareplus 2014 Matched Shares.
This uplift will reflect the reduction in BHP Billiton’s share price
post Demerger, and will keep the total value of your entitlement
whole as at the date of the Demerger. The shares provided in
respect of the uplift will be BHP Billiton shares.
If you have participated in Shareplus 2013 and also in Shareplus
2014, you will receive an Uplift Award 2013 and an Uplift Award 2014.
The number of awards in each uplifted award will be calculated using
the formula below, rounded up to a whole number of awards:
BHP Billiton Value + South32 Value
BHP Billiton Value
-1
Number of Unvested
x Matched Shares held
before the demerger
The “Value” is based on the volume weighted average price of shares on the first five days following
South32’s listing on the ASX on or around 18 May 2015 (subject to any adjustment that the BHP Billiton
Board considers appropriate in the event that the relevant five-day VWAP is reasonably determined
by the BHP Billiton Board to have been distorted by an unforeseen temporary market event unrelated
to either BHP Billiton or South32).
The formula above ensures that even though Unvested Matched Shares
will not be eligible to receive shares in South32 as part of the Demerger
you will not be disadvantaged by the Demerger.
Continued overleaf >
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Shareplus 2013 and Shareplus 2014 (cont.)
Shareplus 2012
Example
Shareplus 2013 and Shareplus 2014
Sally holds the following:
Shareplus 2015
- 100 Acquired Shares and 100 Unvested Matched Shares
from Shareplus 2013 and
Shares you have with
the Shareplus Nominee
- 75 Acquired Shares and 75 Unvested Matched Shares
from Shareplus 2014.
Shareplus timeline for employees
continuing with BHP Billiton
If the BHP Billiton Value was $30 and the South32 Value was $3,
then Sally would receive the following Uplift Awards:
In relation to Shareplus 2013, Sally will receive an Uplift Award 2013 of:
Loan Shares
$30 + $3
$30
-1
x 100 = 10 awards
Solium contact details
In relation to Shareplus 2014, Sally will receive an Uplift Award 2014 of:
Shareplus terminology
$30 + $3
$30
As the two uplift allocations are legally considered to be new
employee equity offers, a participant notification including all of the
terms and conditions of the allocations (which are the same as those
for the related Shareplus awards) and relevant tax information will
be loaded to Shareworks. If for any reason you do not want to receive
the Uplift Awards, you can choose to not accept the awards, but
you will not receive any other compensation for the reduction in
the value of your BHP Billiton Unvested Matched Shares as a result
of the Demerger.
Example summary
Sally’s holdings post demerger will be:
Shareplus 2013
Acquired Shares
100
Unvested Matched Shares
100 Uplift Award
10
Shareplus 2014
-1
x 75 = 8 awards
The Uplift Award 2013 will vest in April 2016 and the Uplift Award
2014 will vest in April 2017, at the same time as the related
Unvested Matched Shares from Shareplus 2013 and Shareplus 2014.
The two uplift allocations will be made in late May 2015, and a
notification from Solium will be sent to employees once the awards
have been loaded to the Solium website - Shareworks.
Acquired Shares
Unvested Matched Shares
Uplift Award
75758
(Sally will also receive 100 South32 shares in relation to her Shareplus 2013 Acquired
Share holding and 75 South32 shares in relation to her Shareplus 2014 Acquired
Share holding. The receipt of South32 shares is described in the tab Shares you have
with the Shareplus Nominee)
Employees who have participated in Cashplus 2013 and Cashplus 2014
will receive a corresponding uplift in the form of cash units.
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the all employee share plan
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
Shares you have with
the Shareplus Nominee
Shareplus timeline for employees
continuing with BHP Billiton
Loan Shares
Solium contact details
Shareplus terminology
Shareplus 2015
Enrolment for Shareplus 2015, which typically occurs in April, will be
delayed until October 2015 due to the Demerger. As this delay occurs
before BHP Billiton shareholders will vote on the Demerger in May 2015,
it will continue to apply even if the Demerger is not approved. Enrolment
for Shareplus 2016 will revert to the normal schedule and occur in April
2016. All Shareplus 2015 awards will be provided in BHP Billiton shares,
and will vest as per the normal schedule in April 2018.
October 2015. New enrolments will be able to contribute at “double”
the normal contribution rate until May 2016. The total amount that
you can contribute to Shareplus 2015 will therefore be the same as
if you had been able to enrol in April 2015. You will still need to meet
the eligibility criteria (please refer to the Shareplus website for more
information under the subheading - Participating in Shareplus, Eligibility).
More information on the October 2015 enrolment will be provided
to all employees in September 2015.
Current Shareplus 2014 participants
Employees currently participating in Shareplus 2014 will automatically
roll over into Shareplus 2015 and continue to contribute to Shareplus
at their current contribution rate. As per the normal schedule,
contributions made to Shareplus to the end of May 2015 will
be applied to Shareplus 2014, and those made from the beginning
of June 2015 will be applied to Shareplus 2015.
When enrolment opens in October 2015, you will have the opportunity
to change the amount you are currently contributing, up to the
Shareplus 2015 maximum in each country. Contributions to Shareplus
2015 will end in May 2016, as per the normal Shareplus schedule.
If you do not want to contribute to Shareplus 2015 at your existing
Shareplus 2014 contribution rate, you can withdraw at any time
(by contacting Solium), and re-enrol in Shareplus 2015 as a new
participant in October 2015 as described below.
Employees not participating in Shareplus 2014
For employees not currently contributing to Shareplus 2014, there will
be an opportunity to enrol as a new participant in Shareplus 2015 in
Shareplus 2015 minimum and maximum contribution amounts
For all employees participating in Shareplus 2015, the minimum
and maximum contribution amounts will be the same as if enrolment
had been available in April 2015.
These are based on a maximum amount of USD 5,000 and a minimum
amount of USD 200, converted for each contribution currency using
foreign exchange rates as at 1 February 2015. The Shareplus 2015
contribution limits for each currency will be published in April 2015
and will apply for each currency the whole Shareplus 2015 plan year.
Current employees participating in Shareplus 2014, whose contributions
automatically roll over into Shareplus 2015, may need to adjust their
contribution level in October 2015 to remain within the Shareplus 2015
minimum and maximum limits (or to take advantage of any increased
maximum amount available). Contribution rates will be automatically
adjusted in October 2015 to the Shareplus 2015 maximums where
employees have elected to automatically contribute at the maximum
limit, with the choice of overriding the auto-maximum enrolment
during the October 2015 offer period.
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the all employee share plan
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
Shares you have with
the Shareplus Nominee
Shareplus timeline for employees
continuing with BHP Billiton
Loan Shares
Shares you have with the Shareplus Nominee
Any Acquired Shares and Vested Matched Shares that you have
purchased or received under Shareplus, and have not since sold, are
held on your behalf by the Shareplus Nominee. All of these shares are
ordinary shares in BHP Billiton, and will be treated like other ordinary
shares in terms of the Demerger.
Matched Share in April 2016 and April 2017 respectively. You only
need to continue holding your Shareplus 2013 and Shareplus 2014
BHP Billiton Acquired Shares.
This has two impacts:
1. You can transfer your South32 shares through Shareworks
into your name on the ordinary share register of South32
(with Computershare); or
1)You will be able to vote on the proposed Demerger in May 2015; and
2)You will receive one South32 share for every ordinary BHP Billiton
share that you hold at the time of the Demerger.
1) Voting on the Demerger Resolution
Solium contact details
You will be able to direct the Shareplus Nominee how to vote on your
behalf on the proposed South32 Demerger at the relevant BHP Billiton
Shareholder Meeting. Voting Intention Forms will be made available
through Solium to eligible employees from 17 March 2015 and you
will be able to direct your vote either online or via telephone.
Shareplus terminology
2) In-specie dividend of South32 shares
If your address on the Solium website is in one of the eligible
countries below you will receive one South32 share for every share that
the Shareplus Nominee holds on your behalf. Your South32 shares will be
received by the Shareplus Nominee during the week of 25 May 2015 and
will be able to be viewed in your Shareworks portfolio later that week.
Where you receive South32 shares in relation to Shareplus 2013
or Shareplus 2014 Acquired Shares, you do not need to retain the
South32 shares with the Shareplus Nominee to receive the Vested
Eligible Countries: Australia, the United Kingdom, South Africa, the United States,
Alderney, Canada, Chile, France, Guernsey, Hong Kong, Ireland, Isle of Man, Jersey,
Lesotho, Malaysia, Namibia, New Zealand, Singapore and Swaziland.
Once received you can take one of two actions with your
South32 shares before 31 August 2015:
2. You can sell your South32 shares through Shareworks, either
online or via telephone.
Any transfer or brokerage costs for your transfer or sale
(incurred in Shareworks) will be paid for by BHP Billiton.
If you do not complete one of these actions before 31 August 2015,
your South32 shares will automatically be transferred into your
name on the South32 ordinary share register (with Computershare).
Tax information about the provision of South32 shares will
be available on the Shareworks website (https://BHPB.solium.com)
and you will be notified by Solium when you are able to view
your South32 shares.
If your address on the Solium website is in any other country,
the Shareplus Nominee will receive South32 shares on your behalf,
but due to securities and legislative requirements they will not be
able to transfer these shares to you. The Shareplus Nominee will
instead sell all of your South32 shares on receipt, and will forward
the proceeds of the sale to you. Brokerage costs for the sale will
be paid for by BHP Billiton.
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Shareplus timeline for employees continuing with BHP Billiton
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
March 2015
April 2015
Shares you have with
the Shareplus Nominee
Shareplus timeline for employees
continuing with BHP Billiton
Week of the 17th – Demerger Voting Intention Form available.
1st – Shareplus 2015 enrolment deferred to October 2015.
7th – Shareplus 2012 vests.
6th – Shareholder vote on South32 demerger.
May 2015
Week of the 18th – Calculation of the Value of BHP Billiton and Value of
South32 for the Uplift Awards.
Week of the 25th – Receive South32 shares in your Shareworks account.
Receive Uplift Awards in relation to Unvested Matched Shares.
Loan Shares
June 2015
1st – Shareplus 2014 contributions rollover, and are applied to Shareplus 2015.
August 2015
31st – Last day to transfer or sell South32 shares in Shareworks, before they are
automatically released into your name.
October 2015
1st - 30th – Shareplus 2015 enrolment open.
April 2016
1st - 29th – Shareplus 2016 enrolment open.
Solium contact details
Shareplus terminology
7th – Shareplus 2013 vests.
May 2016
All dates subject to change.
31st – Shareplus 2015 contributions end.
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the all employee share plan
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
Shares you have with
the Shareplus Nominee
Shareplus timeline for employees
continuing with BHP Billiton
Loan Shares
Solium contact details
Shareplus terminology
Loan Shares
1995 Loan Shares
1997 Loan Shares
You will not be holding any 1995 Loan Shares at the time of the
Demerger, because the outstanding loan amount in respect of
1995 Loan Shares is repayable before that date. If you have not paid
your loan by 11 May 2015, Computershare will sell enough shares
to cover your loan balance, and deliver your remaining shares
as ordinary fully paid shares.
The outstanding loan amount in respect of 1997 Loan Shares
is repayable in October 2017.
Individual loan repayment reminders will be sent in March 2015, after
the March dividend has been applied to the loan balance. If you have
any questions regarding your Loan Shares please contact Computershare
at BHPBLoanPlans@computershare.com.au
2) You will receive one South32 share for every 1997 Loan Share
that you hold at the time of the Demerger.
Your 1997 Loan Shares are treated like other ordinary shares
in BHP Billiton in terms of the Demerger. This has two impacts:
1) You will be able to vote on the proposed Demerger in May 2015; and
1) Voting on the Demerger Resolution
You will receive a Voting Form from Computershare from
17 March 2015 for the BHP Billiton Limited Shareholder Meeting.
2) In-specie dividend of South32 shares
All holders of 1997 Loan Shares should have an Australian address on
the BHP Billiton share register, and will therefore be eligible to receive
one South32 share for every 1997 Loan Share. The South32 shares
will be allocated to a new South32 account with Computershare.
Once you have received your South32 shares you can choose whether
to hold or to sell your South32 shares.
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the all employee share plan
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shareplus 2015
Solium contact details
If you have any questions or need any assistance, please contact
the BHP Billiton helpdesk at Solium.
By email at BHPBShareplus@solium.com
Shares you have with
the Shareplus Nominee
By telephone:
Shareplus timeline for employees
continuing with BHP Billiton
• In North America, call toll-free: 1 844 776 1597 – 6:00am to 6:00pm (MST)
Loan Shares
• In Singapore, call toll-free: 800 852 3046 – 10:00am to 4:00pm (AEST)
• In Australia, call toll-free: 1800 260 907 – 10:00am to 4:00pm (AEST)
• In United Kingdom, call toll-free: 08000 868 051 – 8:30am to 4:30pm (GMT)
• In South Africa, call toll-free: 0800 996 687 – 9:00am to 5:00pm (SAST)
• In Chile, call toll-free: 1 230 020 6895 – 8:00am to 2:00pm (CLST)
Solium contact details
Shareplus terminology
In other locations, call: +1 403 515 3909 – 8:00am to 8:00pm (ET)
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Shareplus terminology
Shareplus 2012
Acquired Shares
Loan Shares
Shareplus 2013 and Shareplus 2014
All the shares purchased with your contributions from your salary.
Vested Matched Shares
Loan Shares were offered under the Employee Share Plan (ESP)
Loan Scheme until 1997. Current employees may still have 1995
and 1997 Loan Shares outstanding. The loans on these Loan Shares
are due for repayment in May 2015 and October 2017 respectively.
Shares you have with
the Shareplus Nominee
The shares provided to you when Shareplus vestings occurred
in April 2010, April 2011, April 2012, April 2013 and April 2014.
In-specie dividend
Shareplus timeline for employees
continuing with BHP Billiton
Unvested Matched Shares
Shareplus 2015
Loan Shares
A dividend paid in-kind (i.e. with shares), rather than with cash.
The shares you are yet to receive because the three-year vesting period
has not finished:
• Shareplus 2012 Matched Shares – which will be provided in April 2015.
Solium contact details
Shareplus terminology
• Shareplus 2013 Matched Shares – which would normally be provided
in April 2016.
• Shareplus 2014 is the current Shareplus year and your current
contributions are being used to purchase 2014 Acquired Shares.
Shareplus 2014 Matched Shares would normally be provided
in April 2017.
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the all employee share plan
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Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
Shareplus timeline for
employees moving to South32
Loan Shares
Solium contact details
Shareplus terminology
Shareplus 2012
Matched Shares under Shareplus 2012 will vest on 7 April 2015 as per
the normal schedule, and will be provided in BHP Billiton shares as usual.
Further communications on the vesting of Shareplus 2012 will be provided
in late March 2015.
In all countries other than Australia, Indonesia and Singapore, BHP Billiton
is required to withhold taxes on the share income and as a result some of
your Matched Shares will be sold and the proceeds remitted by BHP Billiton
to the relevant tax authority to cover these taxes.
For Singaporean employees, your share income will be reported in your
December 2015 IR8A. Australian employees will be sent an Australian
ESS Statement, including the share income, in July 2015.
Your 2012 Acquired Shares are being held by the Shareplus Nominee, and
after the vesting your Matched Shares will also be held by the Shareplus
Nominee. As in prior years, you can choose to sell any of these shares at
any time, but you should consider the information in the tab Shares you
have with the Shareplus Nominee before you decide whether you want to
sell them prior to the Demerger, or hold them during the Demerger.
shareplus
the all employee share plan
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I will be part of South32
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
Shareplus timeline for
employees moving to South32
Loan Shares
Solium contact details
Shareplus terminology
Shareplus 2013 and Shareplus 2014
Shareplus 2013 and Shareplus 2014 would normally vest in April 2016
and April 2017, respectively. For employees continuing with South32,
the Unvested Matched Shares from Shareplus 2013 and Shareplus
2014 will instead vest on or around 7 May 2015 following shareholder
approval of the Demerger.
By vesting the awards on this date, the ordinary BHP Billiton shares
that will arise from the vesting (after sales for withholding taxes
as described below) will be held by the Shareplus Nominee on your
behalf at the time of the Demerger and will be eligible for South32
shares (as described in the tab Shares that you have with the
Shareplus Nominee).
Withholding taxes on vesting awards
As is usual for any Shareplus vesting, for all employees other than
those in Australia, Indonesia and Singapore, BHP Billiton is required to
withhold taxes on the share income from the vesting of Matched Shares.
A portion of your Matched Shares will be sold to cover these taxes, and
remitted by BHP Billiton to the relevant tax authority.
For Singaporean employees, your Share Income will be reported in your
December 2015 IR8A. Australian employees will be sent an Australian
ESS Statement including the Share Income in July 2015.
Tax guides for each country are available on Shareworks and
we strongly urge you to read the guides and be aware of your
tax obligations.
Example
Sally holds the following:
- 100 Acquired Shares and 100 Unvested Matched Shares
from Shareplus 2013 and
- 75 Acquired Shares and 75 Unvested Matched Shares
from Shareplus 2014.
On 7 May 2015, Shareplus 2013 and Shareplus 2014 will vest. At
vesting there is a tax withholding requirement at Sally’s marginal
tax rate of 30% on the Vested Matched Shares and the appropriate
number of shares are sold to cover this obligation.
South32 shares are provided to the Shareplus Nominee on 25 May,
and allocated to Sally’s Shareworks account. The number of BHP
Billiton and South32 shares Sally would receive is as follows:
Acquired
Shares
Unvested
Matched Shares
Matched Shares
sold for taxes
Vested Matched
Shares after tax
Shareplus
2013
100
100
100 x 30% = 30
100 - 30 = 70
Shareplus
2014
75
75
75 x 30% = 23
75 - 23 = 52
Total BHP
Billiton
ordinary
shares
175
-
-
122
Total
South32
ordinary
shares
175
-
-
122
Note: Australian, Indonesian and Singaporean
employees would not have tax withheld during
May 2015 in the above example.
Continued overleaf >
shareplus
the all employee share plan
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I will be part of South32
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
Shareplus timeline for
employees moving to South32
Loan Shares
Solium contact details
Shareplus terminology
Shareplus 2013 and Shareplus 2014 (cont.)
Cashplus 2013 and 2014 participants
The early vesting of Shareplus 2013 and Shareplus 2014 will also apply
to employees who participate in Cashplus, although the value of the
Acquired Units and Vested Matched Units will be provided in cash as
normal. The value of these cash units will be determined by the value
of BHP Billiton shares on the vesting date, before the Demerger.
Shareplus 2014 contributions from salary
Contributions from salary to Shareplus 2014 will cease from
the week of 25 May 2015. The Demerger will occur prior to the
final quarterly purchase for Shareplus 2014 (at the end of June 2015),
so your contributions from salary in March, April and May 2015
will be refunded to you through payroll as soon as practicable,
with payments in late June or July 2015 depending on your pay cycle.
You can choose to cease your contributions earlier (and have them
refunded), by withdrawing from Shareplus 2014 by contacting Solium,
but in this case you would not be able to participate in the June 2015
purchase if the Demerger does not go ahead.
shareplus
the all employee share plan
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I will be part of South32
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
Shareplus timeline for
employees moving to South32
Loan Shares
Shares you have with the Shareplus Nominee
Any Acquired Shares and Vested Matched Shares that you have
purchased or received under Shareplus, and have not since sold, are
held on your behalf by the Shareplus Nominee. All of these shares are
ordinary shares in BHP Billiton, and will be treated like other ordinary
shares in terms of the Demerger.
This has two impacts:
1)You will be able to vote on the proposed Demerger in May 2015; and
2)You will receive one South32 share for every ordinary BHP Billiton
share that you hold at the time of the Demerger.
1) Voting on the Demerger Resolution
Solium contact details
Shareplus terminology
You will be able to direct the Shareplus Nominee how to vote on your
behalf on the proposed South32 Demerger at the relevant BHP Billiton
Shareholder Meeting. Voting Intention Forms will be made available
through Solium to eligible employees from 17 March 2015 and you
will be able to direct your vote either online or via telephone.
2) In-specie dividend of South32 shares
If your address on the Solium website is in one of the eligible
countries below you will receive one South32 share for every share that
the Shareplus Nominee holds on your behalf. Your South32 shares will be
received by the Shareplus Nominee during the week of 25 May 2015 and
will be able to be viewed in your Shareworks portfolio later that week.
Tax information about the provision of South32 shares will be
available on the Shareworks website (https://BHPB.solium.com)
Eligible Countries: Australia, the United Kingdom, South Africa, the United States,
Alderney, Canada, Chile, France, Guernsey, Hong Kong, Ireland, Isle of Man, Jersey,
Lesotho, Malaysia, Namibia, New Zealand, Singapore and Swaziland.
and you will be notified by Solium when you are able to view
your South32 shares.
If your address on the Solium website is in any other country,
the Shareplus Nominee will receive South32 shares on your behalf,
but due to securities and legislative requirements they will not be
able to transfer these shares to you. The Shareplus Nominee will
instead sell all of your South32 shares on receipt, and will forward
the proceeds of the sale to you. Brokerage costs for the sale will
be paid for by BHP Billiton.
Transferring or selling your South32 and BHP Billiton shares
You can take one of two actions with your South32 and BHP Billiton
shares before 31 August 2015:
1. You can transfer your shares through Shareworks into your
name on the ordinary share register of South32 or BHP Billiton
(with Computershare); or
2. You can sell your shares through Shareworks, either
online or via telephone.
Any transfer or brokerage costs for your transfer or sale (incurred
in Shareworks) will be paid for by BHP Billiton.
If you do not complete one of these actions before 31 August 2015,
your shares will automatically be transferred into your name on the
South32 or BHP Billiton ordinary share register (with Computershare).
shareplus
the all employee share plan
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I will be part of South32
Shareplus timeline for employees moving to South32
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
March 2015
April 2015
Shareplus timeline for
employees moving to South32
Loan Shares
1st – Shareplus 2015 enrolment deferred to October 2015.
7th – Shareplus 2012 vests.
6th – Shareholder vote on South32 demerger.
May 2015
7th – Shareplus 2013 and Shareplus 2014 Unvested Matched Shares vest,
and some may be sold for tax.
Week of the 25th – Receive South32 shares in your Shareworks account.
Solium contact details
Shareplus terminology
Week of the 17th – Demerger Voting Intention Form available.
June – July 2015
August 2015
All dates subject to change.
Shareplus 2014 unspent contributions are refunded.
31st – Last day to transfer or sell South32 and BHP Billiton shares
in Shareworks before they are automatically released into your name.
shareplus
the all employee share plan
< Back
I will be part of South32
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
Shareplus timeline for
employees moving to South32
Loan Shares
Solium contact details
Shareplus terminology
Loan Shares
1995 Loan Shares
You will not be holding any 1995 Loan Shares at the time of the
Demerger, because the outstanding loan amount in respect of 1995
Loan Shares is repayable before that date. If you have not paid your
loan by 11 May 2015, Computershare will sell enough shares to cover
your loan balance, and deliver your remaining shares as ordinary fully
paid shares.
Individual loan repayment reminders will be sent in March 2015, after
the March dividend has been applied to the loan balance. If you have
any questions regarding your Loan Shares please contact Computershare
at BHPBLoanPlans@computershare.com.au
1997 Loan Shares
Your 1997 Loan Shares are treated like other ordinary shares
in BHP Billiton in terms of the Demerger. This has two impacts:
1) You will be able to vote on the proposed Demerger in May 2015; and
2) You will receive one South32 share for every 1997 Loan Share
that you hold at the time of the Demerger.
2) In-specie dividend of South32 shares
All holders of 1997 Loan Shares should have an Australian address on
the BHP Billiton share register, and will therefore be eligible to receive
one South32 share for every 1997 Loan Share. The South32 shares will
be allocated to a new South32 account with Computershare. Once you
have received your South32 shares you can choose whether to hold
or to sell your South32 shares.
As per the terms of the Loan Shares for all employees who leave
BHP Billiton, employees who will be employed by South32 after
the Demerger will be required re-pay their loans soon after leaving
the BHP Billiton Group on 25 May 2015. You will receive a leaver
notification from Computershare advising your repayment options
for your 1997 Loan Shares, which are:
1) Repay the outstanding loan in full by forwarding the outstanding
loan amount to Computershare;
2) Sell sufficient 1997 Loan Shares to pay your outstanding loan and
have the remaining shares delivered to you as ordinary fully paid
shares; or
3) Sell all of your 1997 Loan Shares and keep the cash balance.
1) Voting on the Demerger Resolution
You will receive a Voting Form from Computershare from
17 March 2015 for the BHP Billiton Limited Shareholder Meeting.
You will have a month after you receive the leaver notification from
Computershare to repay the loan balance before Computershare will
action option (2) above by default.
shareplus
the all employee share plan
< Back
I will be part of South32
Shareplus 2012
Shareplus 2013 and Shareplus 2014
Shares you have with
the Shareplus Nominee
Shareplus timeline for
employees moving to South32
Loan Shares
Solium contact details
If you have any questions or need any assistance, please contact
the BHP Billiton helpdesk at Solium.
By email at BHPBShareplus@solium.com
By telephone:
• In Australia, call toll-free: 1800 260 907 – 10:00am to 4:00pm (AEST)
• In North America, call toll-free: 1 844 776 1597 – 6:00am to 6:00pm (MST)
• In United Kingdom, call toll-free: 08000 868 051 – 8:30am to 4:30pm (GMT)
• In South Africa, call toll-free: 0800 996 687 – 9:00am to 5:00pm (SAST)
• In Singapore, call toll-free: 800 852 3046 – 10:00am to 4:00pm (AEST)
Solium contact details
• In Chile, call toll-free: 1 230 020 6895 – 8:00am to 2:00pm (CLST)
In other locations, call: +1 403 515 3909 – 8:00am to 8:00pm (ET)
Shareplus terminology
shareplus
the all employee share plan
< Back
I will be part of South32
Shareplus terminolgy
Shareplus 2012
Acquired Shares
Loan Shares
Shareplus 2013 and Shareplus 2014
All the shares purchased with your contributions from your salary.
Shares you have with
the Shareplus Nominee
Vested Matched Shares
Loan Shares were offered under the Employee Share Plan (ESP)
Loan Scheme until 1997. Current employees may still have 1995
and 1997 Loan Shares outstanding. The loans on these Loan Shares
are due for repayment in May 2015 and October 2017 respectively.
The shares provided to you when Shareplus vestings occurred
in April 2010, April 2011, April 2012, April 2013 and April 2014.
In-specie dividend
Shareplus timeline for
employees moving to South32
Loan Shares
A dividend paid in-kind (i.e. with shares), rather than with cash.
Unvested Matched Shares
The shares you are yet to receive because the three-year vesting period
has not finished:
Solium contact details
• Shareplus 2012 Matched Shares – which will be provided in April 2015.
Shareplus terminology
• Shareplus 2013 Matched Shares – which would normally be provided
in April 2016.
• Shareplus 2014 is the current Shareplus year and your current
contributions are being used to purchase 2014 Acquired Shares.
Shareplus 2014 Matched Shares would normally be provided
in April 2017.