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

March 17, 2015

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

BHP Billiton Limited
Registered in Australia
ABN 49 004 028 077
Lodge your instruction:
Online: www.bhpbilliton.com/demerger
By Mail:
Computershare Investor Services Pty Limited
GPO Box 782 Melbourne
Victoria 3001 Australia
For all enquiries call:
(within Australia) 1300 582 743
(outside Australia) +61 3 9415 4808
South32 Limited - Sale Facility Form
Lodge your Sale Facility instruction online
Go to www.bhpbilliton.com/demerger
Follow the instructions on the secure website
Your secure access information is:
Control Number: 137682
SRN/HIN:
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
Your correctly completed and signed form must be received by 5.00pm (AEST) on 20 May 2015 to be effective
This is an important document that requires your immediate attention. Please read this form carefully. Terms defined in the Shareholder Circular dated 16 March 2015 in relation to the proposed demerger of South32 from BHP Billiton have the same meaning in this Sale Facility Form (‘form’) (unless the context otherwise requires).
BHP Billiton is offering Small Shareholders the option to have all the South32 Shares they receive by way of the Demerger Dividend transferred to BHP Billiton Limited who will arrange for them to be sold by the Sale Agent and the proceeds remitted to Selling Shareholders as soon as practicable following the sale of those South32 Shares, free of any brokerage costs or stamp duty.
The South32 Shares will be transferred to BHP Billiton Limited who will arrange for the Sale Agent to sell them at a date which the Sale Agent determines is reasonable having regard to the demand for South32 Shares. The sale proceeds will be remitted within approximately two weeks of all South32 Shares being sold but no later than eight weeks following the ASX Listing Date. As the market price of South32 Shares will be subject to change, the sale price of South32 Shares sold through the Sale Facility cannot be guaranteed. The amount of money due to each Selling Shareholder (and each Ineligible Overseas Shareholder) will be calculated on an averaged basis so that each Selling Shareholder (and each Ineligible Overseas Shareholder) will receive the same price per South32 Share, subject to rounding to the nearest whole cent, penny, rand or equivalent measure of currency. See Section 7.12 of the Shareholder Circular for further information regarding how the proceeds under the Sale Facility will be calculated and the currencies in which proceeds will be paid.
Those Small Shareholders who wish to participate in the Sale Facility should complete this form and return it to the address shown above by 5.00pm (AEST) on 20 May 2015 to be effective.
If the Demerger does not take place, this form will have no effect.
Step 1: Registration Details
This form can only be used by the Shareholder whose details are printed above and overleaf. If you need any assistance in deciding whether to participate in the Sale Facility, please contact your financial or other professional adviser without delay. You should read Sections 3 and 7.12 of the Shareholder Circular carefully before completing this form.
You can only sell ALL of the South32 Shares you are entitled to under the Demerger. There is no option to only sell some of the South32 Shares in the Sale Facility.
If you have recently bought or sold BHP Billiton Shares, your holding in BHP Billiton may have changed. If the aggregate number of shares you hold in BHP Billiton Limited and BHP Billiton Plc on the applicable Record Dates is different from the number of South32 Shares shown overleaf and does not exceed 10,000, all of the South32 Shares you are entitled to receive under the Demerger will be transferred to BHP Billiton Limited should you so elect for them to be sold, who will arrange for the Sale Agent to sell them.
If your balance exceeds 10,000 BHP Billiton Shares on the applicable Record Dates, you are not eligible to participate in the Sale Facility and your form will be disregarded. If you have already sold all of your BHP Billiton Shares do not complete or return this form.
Step 2: Signing Instructions
Individual: Where the holding is in one name, the form must be signed by the Shareholder or the Shareholder’s attorney.
Joint Holding: Where the holding is in more than one name, all of the Shareholders must sign.
Power of Attorney: Where signing under a Power of Attorney (‘POA’), the attorney must sign and a certified copy of the POA must accompany this form.
Companies: Where the holding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as: a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR two Directors, OR a Director and a Company Secretary.
Please sign in the appropriate place to indicate the office held and delete titles as applicable.
Deceased Estate: Where the Shareholder is deceased, the executor(s) must sign and a certified copy of Probate or Letters of Administration must accompany this form (unless it has already been lodged with the BHP Billiton Limited Share Registry).
Entering contact details is not compulsory, but will assist us if we need to contact you.
GO ONLINE TO LODGE YOUR INSTRUCTION, or turn over to complete the form
192763_01PBOL

South32 Limited - Sale Facility Instruction
STEP 1
Registration
Details:
Please check your address and update if it is incorrect. If you have a CHESS sponsored holding (your HIN starts with an “X”), please contact your Controlling Participant to notify a change of address. If you have an Issuer sponsored holding (your SRN starts with an “I”), please visit www.investorcentre.com.
The indicative* number of South32 Shares to which you will be entitled under the Demerger is:
* Please note that this number is current as of 10 March 2015, being based on the number of BHP Billiton Shares that you currently hold on the BHP Billiton Limited register. If you hold BHP Billiton Shares on other BHP Billiton Share registers, those BHP Billiton Shares must be considered by you when determining your eligibility to participate in the Sale Facility. Note that if the number of BHP Billiton Shares you hold as at the applicable Record Dates differs to the number of South32 Shares shown here, there is no need to update the number of South32 Shares shown in this form. The actual number of South32 Shares to which you will be entitled will be determined on the applicable Record Dates.
STEP 2 Signature of Shareholder(s) This section must be completed.
By signing and returning this form I/we confirm that I/we have read and understood the terms of the Sale Facility detailed in the Shareholder Circular (including the eligibility requirements to participate in the Sale Facility); understand that ALL of the South32 Shares to which I/we am/are entitled to receive under the Demerger will be transferred to BHP Billiton Limited and sold under the Sale Facility; and I/we authorise that transfer and sale.
Individual or Shareholder 1
Shareholder 2
Shareholder 3
Sole Director and Sole Company Secretary/
Sole Director (cross out titles as applicable)
Director/ Company Secretary
(cross out titles as applicable)
Director
Contact
Name
Contact
Daytime
Telephone
Date / /
Your correctly completed and signed form must be received by 5.00pm (AEST) on 20 May 2015 to be effective.
Withdrawal of an Election
If after returning this form, or electing online, you decide you would like to retain the South32 Shares instead of participating in the Sale Facility, please contact the Shareholder Information Line on the phone numbers shown on the front of this form. Requests to revoke a previously submitted form must be received in writing by the BHP Billiton Limited Share Registry by 5.00pm (AEST) on 20 May 2015. Alternatively you can revoke your election online by visiting the website www.bhpbilliton.com/demerger and follow the instructions.
This form does not provide advice on the merits of the Demerger or give any legal, financial or taxation advice. If you are in any doubt as to what action to take with this form you should obtain professional advice.
Privacy Notice
The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (“CIS”) for the purpose of maintaining registers of shareholders, facilitating distribution payments and other corporate actions and communications. We may also use your personal information to send you marketing material approved by BHP Billiton Limited. You may elect not to receive marketing material by contacting CIS using the details provided on the front of this form or by emailing [email protected]. We may be required to collect your personal information under the Corporations Act and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to BHP Billiton Limited or to third parties upon direction by BHP Billiton Limited where related to the administration of your shareholding or as otherwise required or permitted by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.
BH P
192763C
192763_01PBOL

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.