Director/PDMR Shareholding

RNS Number : 8241X

South32 Limited

02 September 2015

2 September 2015

South32 Limited

(Incorporated in Australia under the Corporations Act 2001 (Cth))

(ACN 093 732 597)

ASX/JSE/LSE Share Code: S32

ISIN: AU000000S320

Notification of Change of Interests of
Directors, Other Persons Discharging Managerial Responsibility and Their Connected Persons

(Australian Securities Exchange Listing Rules Appendix 3Y)
(Listing Rules & Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority)

Name of entity	South32 Limited
ABN	84 093 732 597

The entity notifies the stock exchanges on which it has listings, all those interests of directors of the entity, other persons discharging managerial responsibilities and each of their connected persons in the securities of the entity and its related bodies corporate (and changes to those interests) which are required to be disclosed under the Australian Securities Exchange (ASX) Listing Rules, the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority, the Australian Corporations Act and the entity's Securities Dealing Policy.

We (the entity) give the following information under ASX Listing Rule 3.19A.2, United Kingdom Financial Conduct Authority Disclosure and Transparency Rules 3.1.2R and 3.1.4R and as agent for the director, other person discharging managerial responsibilities and/or their connected person(s) in accordance with the entity's Securities Dealing Policy and section 205G of the Australian Corporations Act (where applicable).

Name of director or other person discharging managerial responsibilities	Mr Frank Charles Cooper (Director)
Date of last notice	25 May 2015
Date issuer informed of transaction	2 September 2015
Date and place of transaction	2 September 2015 (Australian Securities Exchange)
Nature of transaction (including a description of the securities/financial instrument)	On-market purchase of 122,866 South32 Limited ordinary shares on the Australian Securities Exchange.

Part 1 - Change of relevant interests in securities

This Part includes changes in the relevant interest of Connected Persons of the director or other person discharging managerial responsibilities. Changes in relevant interest that relate to rights and options granted by the entity are covered in Part 3 below.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder)	Mr Cooper has an indirect interest in 122,866* ordinary shares in South32 Limited held by Mr Cooper and Mrs Maura Cooper as trustees of The Northmore Trust. * Note - total above includes shares acquired in this transaction.
Date of change	2 September 2015
No. of securities held prior to change	Nil
Class	Ordinary shares in South32 Limited
Number acquired	122,866
Number disposed	-
Value/Consideration	$1.464968 (average price)
No. of securities held after change	122,866 (Indirect)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On-market purchase of South32 Limited ordinary shares.
Any additional information (including whether the notification relates to a person connected with a director or other person discharging managerial responsibilities and, if so, the identity of the connected person)	-

Part 2 - Change of interests in contracts other than as described in Part 1

Detail of contract	-
Nature of interest	-
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	-

Part 3 - Change of interests in options or other rights granted by the entity

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	-
Total number of securities over which options or other rights held at the date of this notice	-
Any additional information	-

Part 4 - Closed period

Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Under the South32 Limited Securities Dealing Policy a Director or other Person Discharging Managerial Responsibilities cannot deal in South32 Limited securities without prior written clearance. This requirement applies to all dealings, including those that occur outside of a Close Period.
If prior written clearance was provided, on what date was this provided?	-