EX-99 2 ex1j10.txt EXHIBIT 1 - FORM 604 -------------------------------------------------------------------------------- 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 SUB- STANTIAL 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 8/06/2005 ------------ The previous notice was 8/06/2005 given to the company on ------------ The previous notice was dated 8/06/2005 ------------ 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 votes Voting power(5) Person's votes Voting power(5) ----------------------------------------------------------------------------- Ordinary 925,250,332 78.72% 941,452,404 80.10% 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: ------------------------------------------------------------------------------ Person whose Consideration Class and Date relevant given in number of Person's of interest Nature of relation securities votes change changed change (6) to change (7) affected affected ------------------------------------------------------------------------------- 8/06/2005 BHP Purchaser of $7.85 for each 15,941,578 15,941,578 Billiton securities WMC Resources ordinary Lonsdale pursuant to Ltd ordinary shares Investments contracts share Pty Ltd arising as a 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 ------------------------------------------------------------------------------- 8/06/2005 BHP Entry into $7.85 for each 260,494 260,494 Lonsdale contracts for WMC Resources ordinary Investments the purchase Ltd ordinary shares Pty Ltd of the shares securities on Australian Stock Exchange Limited (ASX) ------------------------------------------------------------------------------- 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 Investments Corporations Investments Pty Ltd Pty Ltd Act to have a 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 Subsidiaries section for BHP BHP Billiton Billiton 608(3)(a) of Billiton Lonsdale Lonsdale the Lonsdale Investments Investments Corporations Investments Pty Ltd 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 ------------------------------------------------------------------------------ 4. PRESENT RELEVANT INTERESTS Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: -------------------------------------------------------------------------------- Holder Registered Person entitled of holder of to be Nature of Class and relevant of registered relevant number of Person's interest securities as holder (8) interest (6) securities votes -------------------------------------------------------------------------------- BHP Various BHP Billiton Power to 853,054,868 853,054,868 Billiton offerees Lonsdale control ordinary Lonsdale who have Investments Pty disposal shares Investment accepted Ltd of the Pty Ltd the securities takeover pursuant to offers the contracts referred to referred to in in paragraph 3 paragraph 3 -------------------------------------------------------------------------------- BHP Various BHP Billiton Relevant 88,397,536 88,397,536 Billiton vendors Lonsdale interest ordinary Lonsdale of securities Investments Pty under shares Investment on ASX Ltd section Pty Ltd 608(1) of the Corporation Act pursuant to the purchase of securities on ASX -------------------------------------------------------------------------------- BHP As above BHP Billiton Taken under As above As above for Billiton for BHP Lonsdale section for BHP BHP Billiton Limited Billiton Investments Pty 608(3)(b) Billiton Lonsdale Lonsdale Ltd of the Lonsdale Investments Investments Corporations Investments Pty Ltd Pty Ltd Act to have Pty Ltd a relevant interest by reason of having control of BHP Billiton Lonsdale Investments Pty Ltd -------------------------------------------------------------------------------- Each of As above BHP Billiton Taken under As above As above for the for BHP Lonsdale section for BHP BHP Billiton Subsid- Billiton Investments Pty 608(3)(a) of Billiton Lonsdale iaries Lonsdale Ltd the Lonsdale Investments Investments Corporations Investments Pty Ltd 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 Limited C/- BHP Billiton Limited and each other 180 Lonsdale Street, Melbourne, Victoria 3000 person on whose behalf this notice is given --------------------------------------------------------------------- ------------------------ SIGNATURE capacity Deputy Company print name Ross Mallett Secretary ------------------------------------------------------------------- /s/ Ross Mallett date 09/06/2005 ------------------------------ -------------------------------------------------------------------------------- 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. --------------------------------------------------------------------------------