Form 603 Notification

BHP Billiton Limited
8 April 2005


To: London Stock Exchange                 cc:    New York Stock Exchange
    Company Announcements Office                 Swiss Stock Exchange
                                                 Johannesburg Stock Exchange
                                                 Deutsche Bank
                                                 
    Australian Stock Exchange
    Company Announcements Office

                             Substantial Shareholder Notice

BHP Billiton Limited is issuing this announcement to fulfil disclosure 
obligations arising from its secondary listing on the London Stock Exchange.

The text of this release is identical to that issued by BHP Billiton
Plc earlier.


Letter to Heron Resources Limited
Letter dated 8 April 2005

                            Notice of Initial Substantial Shareholder

In accordance with Chapter 6C of the Corporations Act 2001 (Cwth), attached is 
ASIC Form 603 (Notice of Initial Substantial Shareholder) in relation to 
ordinary shares acquired by BHP Minerals Holdings Pty Ltd in Heron Resources
Limited.

Letter from BHP Billiton
 
                                 Form 603
                           Corporations Act 2001
                                Section 671B

Notice of initial substantial holder

To  Company Name/Scheme     Heron Resources Limited

ACN/ARSN     30 068 263 098

1.     Details of substantial holder (1)

Name     BHP Billiton Limited

ACN/ARSN (if applicable)     49 004 028 077

                             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 (BHP Billiton Subsidiaries)   
                             and on behalf of BHP Billiton Plc's controlled bodies corporate including those named in   
                             the list of 15 pages annexed to this notice and marked 'A'.
     
The holder became a substantial holder on     7/4/2005     

2.     Details of 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 on the date the substantial holder became a 
substantial holder are as follows:
 
     Class of securities (4)     Number of securities     Person's votes (5)     Voting power (6)     
     Ordinary                    15 890 310                    15 890 310               11.19%     
     fully paid shares

3.     Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the
date the substantial holder became a substantial holder are as follows:

     Holder of relevant interest     Nature of relevant interest (7)            Class and number of securities     

     BHP Minerals Holding Pty Ltd    Purchase of securities pursuant to         15 890 310 Ordinary fully paid shares
     ACN 005 744 025                 contract dated 7 April 2005  
     
     BHP Billiton Limited            Taken under section 608(3)(b) of the
                                     Corporations Act to have a relevant 
                                     interest by reason of having control
                                     of BHP Minerals Holdings Pty Ltd

     Each of the BHP Billiton        Taken under section 608(3)(a) of the
     Subsidiaries                    Corporations Act to have a relevant 
                                     interest by reason of having voting
                                     power (through the relevant interests
                                     of its associate.  BHP Billiton Limited)
                                     above 20% in BHP Minerals Holdings Pty Ltd


4.     Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

     Holder of relevant             Registered holder of           Person entitled to be          Class and number
     Interest                       Securities                     registered as holder (8)       of securities
          
     BHP Minerals Holding Pty Ltd   BHP Minerals Holding Pty Ltd   BHP Minerals Holding Pty Ltd   15 890 310
                                                                                                  Ordinary fully paid   
                                                                                                  shares
5.     Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months 
prior to the day that the substantial holder became a substantial holder is as follows:

     Holder of relevant               Date of acquisition            Consideration (9)            Class and number
     Interest                                                                                     of securities     
                                                                     Cash     Non-cash          

     BHP Minerals Holding Pty Ltd      7/4/2005                     $0.35     Not applicable      15 890 310
                                                                                                  Ordinary fully paid   
                                                                                                  shares
6.     Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

     Name and ACN/ARSN (if applicable)             Nature of association 
    
     Refer to item 3 above                         Refer to item 3 above

 

7.     Addresses

The addresses of persons named in this form are as follows:

     Name                                       Address 
    
     BHP Billiton Limited, BHP Billiton Plc     C/- BHP Billiton Limited
     and each company listed in Annexure A      180 Lonsdale Street, Melbourne, Victoria 3000     

 
     
Signature
     
print name     ROSS MALLETT     capacity    DEPUTY COMPANY SECRETARY     

sign here                        Date       8 APRIL 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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if
        any) that the person or an associate has a relevant interest in.

(6)     The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7)     Include details of:
     (a)     any relevant agreement or other circumstances by which the relevant interest was acquired.  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.

(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)     Details of the consideration must include any and all benefits, moneys 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 of 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.
 

                                          ANNEXURE A

                                 BHP BILLITON SUBSIDIARIES


This is Annexure A of 15 pages referred to in the form 603, Notice of Initial Substantial Holder, signed by me and dated
8 April 2005.

sign here     
print name     Ross Mallet - Deputy      
               Company Secretary

 




BHP Billiton Limited Companies
+---BHP Billiton Limited
  | 
  +---BHP Asia Pacific Nickel Pty Ltd
  | | 
  | +---PT Gag Nikel
  |     
  +---BHP Billiton China Limited
  | | 
  | +---County Shipping Company Limited
  |   | 
  |   +---Bulkers Limited
  |       
  +---BHP Billiton Diamonds Australia Pty Ltd
  |   
  +---BHP Billiton Employee Plan Pty Ltd
  |   
  +---BHP Billiton Executive Services Company Pty Ltd
  |   
  +---BHP Billiton Finance (USA) Limited
  |   
  +---BHP Billiton Finance Limited
  | | 
  | +---BHP Finance (USA) Inc (In Liquidation)
  | |   
  | +---BHP Finance Investments (I) Pty Ltd (In Liquidation)
  |     
  +---BHP Billiton Innovation Pty Ltd
  |   
  +---BHP Billiton Investment Holdings Limited
  | | 
  | +---BHP Billiton Petroleum Limited
  | |   
  | +---BHP Minerals Europe Limited
  | |   
  | +---BHP Venezuela DRI Limited
  |     
  +---BHP Billiton Iron Ore Pty Limited
  |   
  +---BHP Billiton Japan Pty Ltd (In Liquidation)
  |   
  +---BHP Billiton Marine & General Insurances Pty Ltd
  | | 
  | +---Transition Benefits Fund Pty Ltd (In Liquidation)
  |     
  +---BHP Billiton Named Corporation
  |   
  +---BHP Billiton Petroleum International Pty Ltd
  | | 
  | +---BHP Billiton (Trinidad) Holdings Limited
  | | | 

BHP Billiton Limited Companies
  | | +---BHP Billiton (Trinidad-3A) Limited
  | |     
  | +---BHP Billiton Petroleum (Australia) Pty Ltd
  | |   
  | +---BHP Billiton Petroleum (Bass Strait) Pty Ltd
  | |   
  | +---BHP Billiton Petroleum (International Exploration) Pty Ltd
  | |   
  | +---BHP Billiton Petroleum (North West Shelf) Pty Ltd
  | | | 
  | | +---BHP Billiton Minerals Pty Ltd
  | | | | 
  | | | +---BHP Iron Ore (Jimblebar) Pty Ltd
  | | | |   
  | | | +---BHP Iron Pty Limited
  | | | |   
  | | | +---Dampier Coal (Queensland) Pty Limited
  | | | | | 
  | | | | +---BHP Mitsui Coal Pty Limited
  | | | |     
  | | | +---Pilbara Gas Pty Limited
  | | |     
  | | +---BHP Coal Pty Limited
  | | | | 
  | | | +---Hay Point Services Pty Limited
  | | | |   
  | | | +---Broadmeadow Mines Services Pty Limited
  | | |     
  | | +---BHP Petroleum (Ashmore Operations) Pty Ltd
  | | |   
  | | +---BHP Petroleum (Tankers) Limited
  | | |   
  | | +---BHP Petroleum (Tankers) Limited - Australian Branch
  | |     
  | +---BHP Billiton Petroleum (Pipelines Investments) Pty Ltd
  | |   
  | +---BHP Billiton Petroleum (Victoria) Pty Ltd
  | |   
  | +---BHP Billiton Petroleum Pty Ltd
  | |   
  | +---BHP Billiton Petroleum Trading and Marketing (Asia) Pte Limited
  | |   
  | +---BHP Billiton Petroleum Trading and Marketing Pty Ltd
  | |   
  | +---BHP Group Resources Pty Limited
  | |   
  | +---BHP Petroleum (Argentina) SA
  | |   
  | +---BHP Petroleum (Cambodia) Pty Ltd
  | |   

BHP Billiton Limited Companies
  | +---BHP Petroleum (Pakistan) Pty Ltd
  | |   
  | +---BHP Petroleum (U.K.) Limited
  |     
  | +---BHP Petroleum India Private Limited
  |     
  +---BHP Billiton Petroleum Investments (Great Britain) Pty Ltd
  | | 
  | +---BHP Billiton Petroleum Great Britain Limited
  |   | 
  |   +---BHP Billiton Finance GB Limited
  |   |   
  |   +---BHP Petroleum North Sea Limited
  |       
  +---BHP Billiton PNG Services Limited
  |   
  +---BHP Billiton Shared Business Services Pty Ltd
  |   
  +---BHP Capital No. 20 Pty Ltd
  |   
  +---BHP Coal Holdings Pty Ltd
  | | 
  | +---Illawarra Coal Holdings Pty Ltd
  |   | 
  |   +---Dendrobium Coal Pty Ltd
  |   |   
  |   +---Endeavour Coal Pty Ltd
  |   |   
  |   +---Illawarra Services Pty Ltd
  |       
  +---BHP Development Finance Pty Ltd
  |   
  +---BHP Financial Services (UK) Limited
  | | 
  | +---Eloff Mining Company (Pty) Limited
  |     
  +---BHP Holdings (USA) Inc.
  | | 
  | +---BHP Adhill Inc.
  | |   
  | +---BHP Holdings (International) Inc.
  | | | 
  | | +---BHP (USA) Investments Inc.
  | | | | 
  | | | +---BHP Billiton Boliviana de Petroleo Inc
  | | | |   
  | | | +---BHP Minerals International Inc.
  | | | | | 
  | | | | +---BHP Billition Brasil Ltda
  | | | | |   

BHP Billiton Limited Companies
  | | | | +---BHP International Participacoes Ltda
  | | | | |   
  | | | | +---BHP Minerals Exploration Inc.
  | | | | | | 
  | | | | | +---Kendilo Coal Inc.
  | | | | |   | 
  | | | | |   +---PT BHP Kendilo Coal Indonesia
  | | | | |       
  | | | | +---BHP Operations Inc.
  | | | |   | 
  | | | |   +---BHP Finance (Investments) USA Inc.
  | | | |   |   
  | | | |   +---BHP Holdings (Operations) Inc.
  | | | |     | 
  | | | |     +---BHP Billiton Petroleum (Americas) Inc
  | | | |     | | 
  | | | |     | +---BHP Billiton Brasil Investimentos Ltda
  | | | |     | |   
  | | | |     | +---BHP Billiton Petroleum (GOM) Inc
  | | | |     | |   
  | | | |     | +---BHP Billiton Petroleum Trading and Marketing Inc
  | | | |     |     
  | | | |     +---BHP Chile Inc.
  | | | |     |   
  | | | |     +---BHP Hawaii Inc
  | | | |     | | 
  | | | |     | +---P R I Eastern Limited
  | | | |     |     
  | | | |     +---BHP Minerals Ghana Inc.
  | | | |     |   
  | | | |     +---BHP Minerals International Exploration Inc.
  | | | |     | | 
  | | | |     | +---BHP Empreendimentos Minerais Ltda
  | | | |     | |   
  | | | |     | +---BHP Madagascar SARL
  | | | |     | |   
  | | | |     | +---BHP Madencilik Limited Sirketi
  | | | |     | |   
  | | | |     | +---Minera BHP Billiton, S.A. de C.V.
  | | | |     |     
  | | | |     +---BHP Minerals Pacific Inc.
  | | | |     |   
  | | | |     +---BHP Minerals Service Company
  | | | |     |   
  | | | |     +---BHP Minerals Sulawesi Inc.
  | | | |     | | 
  | | | |     | +---PT Gorontalo Minerals
  | | | |     |     

BHP Billiton Limited Companies
  | | | |     +---BHP Navajo Coal Company
  | | | |     |   
  | | | |     +---BHP Petroleum (Exploration) Inc
  | | | |     |   
  | | | |     +---BHP Venezuela Inc
  | | | |     |   
  | | | |     +---Chaco Valley Energy LLC
  | | | |     |   
  | | | |     +---Hamilton Brothers Petroleum Corporation
  | | | |     | | 
  | | | |     | +---Hamilton Brothers Corporation
  | | | |     | | | 
  | | | |     | | +---Southeastern Petroleum Sales Corporation
  | | | |     | |     
  | | | |     | +---Hamilton Brothers Exploration Company
  | | | |     | |   
  | | | |     | +---The Norwegian Oil Corporation (DNO-U.S)
  | | | |     |     
  | | | |     +---San Juan Coal Company
  | | | |     |   
  | | | |     +---San Juan Transportation Company
  | | | |         
  | | | +---BHP Transport and Logistics (USA) Inc.
  | | |   | 
  | | |   +---Fathom Management Corporation
  | | |       
  | | +---BHP Finance (International) Inc.
  | | |   
  | | +---BHP Holdings International (Investments) Inc.
  | | | | 
  | | | +---BHP Escondida Inc.
  | | |   | 
  | | |   +---Minera Escondida Ltda
  | | |       
  | | +---BHP International Finance Corp.
  | | | | 
  | | | +---Marcona International, S.A.
  | | |     
  | | +---BHP Minerals Asia Inc.
  | | |   
  | | +---Hamilton Oil Company Inc.
  | |   | 
  | |   +---BHP Petroleum (U.K.) Corporation
  | |       
  | +---BHP Peru Holdings Inc.
  |   | 
  |   +---BHP Canadian Diamonds Company
  |   |   

  |     +---Dia Met Minerals (Africa) Limited
  |         
  |   +---Global BHP Copper Ltd.
  |     | 






BHP Billiton Limited Companies
  |     +---BHP Billiton Tintaya SA
  |         
  +---BHP Minerals Holdings Pty Ltd
  | | 
  | +---BHP Billiton CBM Investments Pty Ltd
  | |   
  | +---BHP Billiton Diamonds Inc.
  | | | 
  | | +---BHP Billiton (Trinidad - 2AB) Limited
  | | |   
  | | +---BHP Billiton (Trinidad - 2C) Limited
  | | |   
  | | +---BHP Billiton Diamonds (Belgium) N.V.
  | | |   
  | | +---BHP Billiton Petroleum (Angola 21) Inc.
  | | |   
  | | +---BHP Billiton Petroleum (Angola 22) Inc.
  | | |   
  | | +---BHP Billiton World Exploration Inc
  | | |   
  | | | +---BHP Billiton Diamonds (Eurasia)
  | | |     
  | | +---BHP Petroleum (Trinidad-East Coast) Inc.
  | | |   
  | | +---BHP Petroleum (Otiti) Inc.
  | | |   
  | | +---BHP Petroleum (Tolo) Inc.
  | | |   
  | | +---Point Lake Marketing Inc.
  | |     
  | +---BHP Billiton Direct Reduced Iron Pty Limited
  | |   
  | +---BHP Billiton Nickel Nouvelle Caledonie SAS
  | |   
  | +---BHP Khanij Anveshana Pvt Limited
  | |   
  | +---BHP Minerals Asia Pacific Pty Ltd
  | |   
  | +---BHP Minerals India Pvt Limited
  | |   
  | +---PT Juloi Coal
  | |   
  | +---PT Kalteng Coal
  | |   
  | +---PT Lahai Coal
  | |   
  | +---PT Maruwai Coal
  | |   
  | +---PT Pari Coal
  | |   








BHP Billiton Limited Companies
  | +---PT Ratah Coal
  | |   
  | +---PT Sumber Barito Coal
  | |   
  | +---UMAL Consolidated Pty Limited
  |     
  +---BHP Minerals Norway Pty Ltd (In Liquidation)
  | | 
  | +---Groote Eylandt Manganese Sales Pty Ltd (In Liquidation)
  |     
  +---BHP Queensland Coal Limited - Australian Branch
  | | 
  | +---BHP Queensland Coal Investments Pty Limited
  |     
  +---BHP Refractories Pty Ltd
  |   
  +---BHP Resources Inc.
  | | 
  | +---BHP Holdings (Resources) Inc.
  |   | 
  |   +---BHP Billiton Capital Inc.
  |   |   
  |   +---BHP Billiton LNG International Inc.
  |   |   
  |   +---BHP Billiton Petroleum (Deepwater) Inc
  |   |   
  |   +---BHP Copper Inc.
  |   | | 
  |   | +---IPS USA, Inc.
  |   | |   
  |   | +---San Manuel Arizona Railroad Company
  |   |  
  |   +---BHP Mineral Resources Inc.
  |   |   
  |   +---Broken Hill Proprietary (USA) Inc.
  |   |   
  |   +---BHP Billiton Marketing Inc.
  |       
  +---BHP Titanium Minerals Pty Ltd
  | | 
  | +---Nanegai Holdings Pty Ltd (In Liquidation)
  |     
  +---BHPB Freight Pty Ltd
  | | 
  | +---BHP Transport and Logistics (Malaysia) Sdn Bhd (In Liquidation)
  | |   
  | +---BHP Transport and Logistics (S.E. Asia) Pte Limited (In Liquidation)
  |     
  +---Keithen Limited (In Liquidation)
  |   











BHP Billiton Limited Companies
  +---Pacific Liner Services Pty Ltd
  |   
  +---Tavela Pty Ltd (In Liquidation)
  |   
  +---The Broken Hill Proprietary Company Pty Ltd
  | | 
  | +---Beswick Pty Ltd
  | |   
  | +---BHP Billiton Group Operations Pty Ltd
  | |   
  | +---BHP Billiton Marketing Investments ApS
  | | | 
  | | +---Billiton Marketing Holding B.V.
  | |   | 
  | |   +---BHP Billiton International Trading (Shanghai) Co., Ltd.
  | |   |   
  | |   +---BHP Billiton Japan Limited
  | |   |   
  | |   +---BHP Billiton Korea Co., Ltd.
  | |   |   
  | |   +---BHP Billiton Marketing AG
  | |   |   
  | |   +---BHP Billiton Marketing Asia Pte Ltd.
  | |   |   
  | |   +---BHP Billiton Marketing B.V.
  | |   |   
  | |   +---BHP Billiton Marketing Services India Pvt Ltd.
  | |   |   
  | |   +---BHP Billiton Metall GmbH
  | |   |   
  | |   +---BHP Billiton Raw Materials B.V.
  | |   |   
  | |   +---Billiton Investment 12 B.V.
  | |   | | 
  | |   | +---Samancor AG
  | |   |   | 
  | |   |   +---Samfrance Investments Ltd
  | |   |       
  | |   +---Billiton Marketing France SARL
  | |   |   
  | |   +---Billiton Marketing SAR (Hong Kong) Ltd
  | |   |   
  | |   +--- Billiton Taiwan Limited 
  | |   |   
  | |   +---BM Alliance Marketing Pte Ltd
  | |   |   
  | |   +---BMA Japan KK
  | |       
  | +---BHP Nominees Investments No 3 Pty Ltd (In Liquidation)
  | |   









BHP Billiton Limited Companies
  | +---BHP Nominees Investments No. 1 Pty Ltd (In Liquidation)
  | |   
  | +---BHP Nominees Investments No. 2 Pty Ltd (In Liquidation)
  | |   
  | +---BHP Venture Investments Pty Ltd
  | | | 
  | | +---BHP Investments (Europe) Limited (In Liquidation)
  | |     
  | +---PT BHP Billiton Indonesia
  |     
  +---The World Marine & General Insurance Plc
      


 

BHP Billiton Plc Companies
+---BHP Billiton Plc
  +---BHP Billiton Group Limited
  | +---BHP Billiton (UK) Limited
  | | +---BHP Billiton Aluminium Limited
  | | +---BHP Billiton Escom Diamonds Limited
  | | +---BHP Billiton International Development Limited
  | | +---BHP Billiton International Services Limited
  | | | +---Billiton Executive Pension Scheme Trustee Limited
  | | +---BHP Billiton South African Finance
  | | +---Billiton International Nickel Limited
  | | +---Billiton Marketing and Trading (UK) Limited (In liquidation)
  | | +---Elyplac Limited
  | | | +---Uniholdings Limited (In liquidation)
  | | +---Sunrise Diamonds Limited
  | +---BHP Billiton UK Holdings Limited
  | | +---BHP Billiton Holdings Limited
  | |   +---BHP Billiton (RA) Limited
  | |   +---BHP Billiton Company B.V.
  | |   | +---BHP Billiton Finance (USA) B.V.
  | |   | +---BHP Billiton Finance B.V.
  | |   | | +---1338768 Ontario Inc.
  | |   | | | +---1342077 Ontario Inc.
  | |   | | +---BHP Billiton Holdings B.V.
  | |   | | | +---Billiton Investment 2 B.V.
  | |   | | |   +---BHP Billiton Victoria Limited
  | |   | | +---BHP Billiton SA Investments Limited
  | |   | | | +---BHP Billiton SA Holdings Limited
  | |   | | |   +---African Metals Limited
  | |   | | |   | +---Samancor Limited
  | |   | | |   |   +---Advalloy (Proprietary) Limited
  | |   | | |   |   +---Auvernier Limited
  | |   | | |   |   +---Batlhako Ferrochrome (Proprietary) Limited
  | |   | | |   |   +---Batlhako Mining Limited
  | |   | | |   |   +---Bophuthatswana Chrome Company (Proprietary) Limited
  | |   | | |   |   +---Braklands Properties (Proprietary) Limited
  | |   | | |   |   +---Chemfos Limited
  | |   | | |   |   +---Crometals (Proprietary) Limited
  | |   | | |   |   +---Danjan (Proprietary) Limited
  | |   | | |   |   +---Electrolytic Metal Corporation (Proprietary) Limited
  | |   | | |   |   +---Executive Jet (Proprietary) Limited
  | |   | | |   |   | +---Executive Wings (Proprietary) Limited
  | |   | | |   |   +---F A H Information Services (Proprietary) Limited
  | |   | | |   |   +---Henry Gould (Proprietary) Limited
  | |   | | |   |   +---Manganese Metal Company (Proprietary) Limited
  | |   | | |   |   | +---Tonmet AG
  | |   | | |   |   +---Manganore Iron Mining Limited
  | |   | | |   |   +---Marico Chrome Corporation (Proprietary) Limited
  | |   | | |   |   +---Middelburg Steel and Alloys (Proprietary) Limited
  | |   | | |   |   +---Middelburg Technochrome (Proprietary) Limited
  | |   | | |   |   +---Middelplaats Manganese Limited
  | |   | | |   |   +---NST Ferrochrome (Proprietary) Limited
  | |   | | |   |   +---Poschrome (Proprietary) Limited
  | |   | | |   |   +---Samancor Management Services (Pty.) Ltd.
  | |   | | |   |   +---SMM Holdings Limited
  | |   | | |   |   +---South African Manganese (Proprietary) Limited
  | |   | | |   |   +---Terra Nominees (Proprietary) Limited
  | |   | | |   |   +---Waterkloof Chrome Mines (Proprietary) Limited
  | |   | | |   +---BHP Billiton Aluminium Projects (Pty) Ltd
  | |   | | |   +---BHP Billiton Raw Materials Limited
  | |   | | |   +---BHP Billiton SA Limited
  | |   | | |   +---Billiton Aluminium SA (Proprietary) Limited
  | |   | | |   +---Billiton Coal SA Limited
  | |   | | |   +---Emaswati Holding Company (Pty) Limited (In liquidation)
  | |   | | |   | +---Emaswati Holding Company (Pty) Limited (In liquidation)
  | |   | | |   |   +---Matola Exporters Committee (Pty) Limited
  | |   | | |   +---Gengro Limited
  | |   | | |   | +---Africair (Zimbabwe) Limited
  | |   | | |   | +---Astra Explorations & Mining Company (Proprietary) Limited
  | |   | | |   | +---BHP Billiton Aviation (Pty) Ltd
  | |   | | |   | +---BHP Billiton Properties (Proprietary) Limited
  | |   | | |   | +---Birdswood Estates (Proprietary) Limited
  | |   | | |   | +---Consolidated Nominees (Proprietary) Limited
  | |   | | |   | +---Donkerpoort Iron Limited
  | |   | | |   | +---Esidulini (Proprietary) Limited
  | |   | | |   | | +---Soul of Africa Game Lodges (Proprietary) Limited
  | |   | | |   | +---Fedswa Prospekteerders (Eiendoms) Beperk
  | |   | | |   | +---Kenilworth Estates (PVT) Limited
  | |   | | |   | +---Marble Lime & Associated Industries (Pvt) Limited
  | |   | | |   | +---Plettenberg Bay Estates Limited
  | |   | | |   | +---Richigata (Eiendoms) Beperk
  | |   | | |   | +---Romsley Estates (Pvt) Limited
  | |   | | |   | +---T-Project Holdings (Proprietary) Limited
  | |   | | |   | +---Tarrus (Proprietary) Limited
  | |   | | |   | +---Transkei Granite Holdings (Proprietary) Limited
  | |   | | |   | | +---Transkei Pioneer Mining Company (Proprietary) Limited
  | |   | | |   | +---Union Corporation Prospecting Zimbabwe (Private) Limited
  | |   | | |   | +---Union Corporation Zimbabwe (Private) Limited
  | |   | | |   | | +---Donnington Mining Company (PVT) Limited
  | |   | | |   | +---Zimbabwe Strathmore Explorations Limited
  | |   | | |   | +---Zimbabwe Strathmore Investments Limited
  | |   | | |   +---Hillside Aluminium Limited
  | |   | | |   | +---Lime Technologies (Pty) Limited
  | |   | | |   +---Ingwe Collieries Limited
  | |   | | |   | +---Baniettor Mining Limited
  | |   | | |   | +---Colliery Officials Training Centre (Proprietary) Limited
  | |   | | |   | +---D&H Coal (Proprietary) Limited
  | |   | | |   | | +---Savage & Lovemore Mining (Proprietary) Limited
  | |   | | |   | +---Douglas Colliery Limited
  | |   | | |   | +---Douglas Colliery Services Limited
  | |   | | |   | +---Duvha Opencast Services (Proprietary) Limited
  | |   | | |   | +---Ermelo Mines Services (Proprietary) Limited
  | |   | | |   | +---Federale Prospekteerders (Eiendoms) Beperk
  | |   | | |   | +---Free State Farmers Mutual Exploration and Mining Corporation (Pty) Limited
  | |   | | |   | +---Ingwe Housing Association
  | |   | | |   | +---Ingwe Surface Holdings Limited
  | |   | | |   | +---Kangwane Anthracite (Proprietary) Limited
  | |   | | |   | +---Lehlaka Property Development (Pty) Ltd
  | |   | | |   | +---Manhattan Syndicate Limited
  | |   | | |   | +---McAlpine S.A. Limited
  | |   | | |   | +---Middelburg Mine Services (Proprietary) Limited
  | |   | | |   | +---Moretele Coal Company (Proprietary) Limited
  | |   | | |   | +---Pienaarsrivier Mynboumaatskappy Beperk
  | |   | | |   | +---Rietspruit Mine Services (Pty) Limited
  | |   | | |   | +---Roedtan Mining Company Limited
  | |   | | |   | +---Settlers Mynboumaatskappy Beperk
  | |   | | |   | +---Transvaal and Delgoa Bay Investment Company Limited



  | |   | | |   +---Kganya Gen (Proprietary) Limited
  | |   | | |   +---Main Street 58 (Proprietary) Limited
  | |   | | |   +---Pering Mine Services Holdings (Proprietary) Limited
  | |   | | |     +---Pering Mine (Proprietary) Limited
  | |   | | +---BHP Billiton South Africa (Jersey) Limited
  | |   | | +---Billiton Brasil Holdings B.V.
  | |   | | | +---BHP Billiton Brazilian Aluminium
  | |   | | | +---Billiton Aluminium Holdings B.V.
  | |   | | |   +---BHP Billiton Metais SA
  | |   | | |     +---Araguaia Participacacoes
  | |   | | +---Billiton Coal Australia Holdings B.V.
  | |   | | | +---Billiton Coal Australia Pty Limited
  | |   | | |   +---Coal Mines Australia Limited
  | |   | | |   +---Hunter Valley Energy Coal Limited
  | |   | | |     +---Coal Operations Australia Pty Limited
  | |   | | |     +---Mt Arthur Coal Pty Limited
  | |   | | |     | +---BCC Nominees Pty Ltd (In liquidation)
  | |   | | |     +---Ravensworth Coal Terminal Pty Limited
  | |   | | |     +---The Wallarah Coal Company Pty Limited
  | |   | | |     +---Wyong Coal Pty Limited
  | |   | | |     +---Wyong Coal Sales Pty Limited
  | |   | | +---Billiton Development B.V.
  | |   | | | +---Assurantiekantoor Interore B.V.
  | |   | | | +---BHP Billiton Ghana B.V.
  | |   | | | +---Billiton Argentina B.V.
  | |   | | | +---Billiton Chile B.V.
  | |   | | | +---Billiton China Holdings B.V.
  | |   | | | +---Billiton China Projects B.V.  (In liquidation
  | |   | | | +---Billiton Development (Zambia) Limited
  | |   | | | +---Billiton Development Far East B.V.
  | |   | | | +---Billiton E & D 13 B.V. (In liquidation)
  | |   | | | +---Billiton E & D 14 B.V.
  | |   | | | +---Billiton E & D 3 B.V.
  | |   | | | +---Billiton Exploration and Mining Indonesia B.V.
  | |   | | | | +---PT Billiton Indonesia
  | |   | | | +---Billiton Exploration and Mining Peru B.V.
  | |   | | | | +---Compania Minera Urumalqui S.A.
  | |   | | | +---Billiton Exploration Australia Pty Limited
  | |   | | | +---Billiton Guinea B.V.
  | |   | | | +---Billiton Indonesia Holdings B.V.
  | |   | | | +---Billiton Ireland Resources B.V. (In liquidation)
  | |   | | | +---Billiton Tanzania Limited
  | |   | | | +---Compania Minera Los Naranjos S.A.
  | |   | | | +---Compania Minera Rio Quieto B.V.
  | |   | | | +---Gatro Canada B.V.
  | |   | | | +---Gatro South America Holdings Limited
  | |   | | | +---Juloi Holdings Limited
  | |   | | | +---Maruwai Holdings Limited
  | |   | | +---Billiton Investment 1 B.V.
  | |   | | +---Billiton Investment 14 B.V.
  | |   | | +---Billiton Investment 7 B.V.
  | |   | | | +---Billiton Australia Finance Pty Ltd
  | |   | | +---Billiton Investment 9 B.V.
  | |   | | | +---Sociedad Minera La Granja S.A.
  | |   | | +---Billiton Manganese Holdings B.V.
  | |   | | | +---Billiton Manganese Australia Pty Ltd
  | |   | | |   +---Groote Eylandt Mining Company Pty Ltd
  | |   | | |   | +---Tasmanian Electro Metallurgical Company Pty Ltd



  | |   | | |   +---Nippon Manganese Sales Pty Ltd
  | |   | | +---Billiton Nickel Holdings B.V.
  | |   | | | +---QNI Pty Limited
  | |   | | |   +---BHP Billiton SSM Development Pty Ltd
  | |   | | |   +---BHP Billiton SSM Technology Pty Limited
  | |   | | |   +---Billiton Australia Services Pty Limited (In liquidation)
  | |   | | |   +---Cerro Matoso Holdings (BVI) Limited
  | |   | | |   +---QNI Employee Share Plan Pty Ltd (In liquidation)
  | |   | | |   +---QNI International Pty Ltd
  | |   | | |   | +---QNI (Nouvelle-Caledonie) SA
  | |   | | |   | | +---Noumea Enterprises S.A.
  | |   | | |   | +---QNI Philippines Inc
  | |   | | |   +---QNI Metals Pty Ltd
  | |   | | |   +---QNI Nickel (WA) Pty Limited
  | |   | | |   | +---Billiton Nickel (Ravensthorpe) Pty Limited
  | |   | | |   |   +---Ravensthorpe Nickel Operations Pty Limited
  | |   | | |   +---QNI Resources Pty Ltd
  | |   | | |   | +---QNI Superannuation Nominees Pty Ltd
  | |   | | |   | +---Queensland Nickel Joint Venture
  | |   | | |   | +---Queensland Nickel Pty Ltd
  | |   | | |   | +---Queensland Nickel Sales Pty Ltd
  | |   | | |   +---QNI South America Pty Ltd (In liquidation)
  | |   | | |   +---QNI Western Australia Pty Limited
  | |   | | |     +---Gard Holdings Limited
  | |   | | |       +---Gard Australia Pty Ltd
  | |   | | |       +---Minsaco Investments Pty Ltd
  | |   | | |         +---Honeybourne Investments Pty Ltd
  | |   | | +---Billiton Suriname Holdings B.V.
  | |   | |   +---N.V. BHP Billiton Maatschappij Suriname
  | |   | +---BHP Billiton International Metals B.V.
  | |   | +---BHP Billiton Jersey Limited
  | |   | | +---Alliance Copper Limited
  | |   | | +---BHP Billiton (BVI) Limited
  | |   | | | +---Cerro Matoso SA
  | |   | | +---BHP Billiton Group (BVI) Limited
  | |   | | +---BHP Billiton International (BVI) Limited (In liquidation) 
  | |   | | +---BHP Billiton Overseas Holdings Limited (In liquidation)
  | |   | | +---BHP Billiton Services Jersey Limited
  | |   | | +---Billiton (BSI) Limited
  | |   | | +---Billiton ESOP Trustee Limited
  | |   | | +---Chrystal Services Limited
  | |   | | +---Conicol BVI Limited
  | |   | | +---Gatro Canada Holdings NV - In liquidation
  | |   | | +---San Felipe Mining Limited
  | |   | | +---Sociedade Geral de Mineracao de Mozambique S.A.R.L.
  | |   | | +---Stein Insurance (Jersey) Company Limited
  | |   | | | +---Stein Insurance Company Limited
  | |   | | +---Sweet River Investments, Ltd
  | |   | +---BHP Billiton Marketing Investments Limited
  | |   | +---BHP Billiton South Africa Holdings B.V.
  | |   | | +---Mine and Smelter Investments (Proprietary) Limited
  | |   | |   +---Richbay Mine Holdings (Proprietary) Limited
  | |   | |   | +---Tisand (Pty) Limited
  | |   | |   |   +---Riversdale Anthracite Colliery (Pty) Ltd
  | |   | |   |   +---Tojan Holding Co (Pty) Ltd
  | |   | |   |   +---Zululand Titanium (Pty) Ltd
  | |   | |   +---Richbay Smelter Holdings (Proprietary) Limited
  | |   | |     +---Richards Bay Iron & Titanium (Pty) Limited



  | |   | +---Billiton Australia Holdings B.V.
  | |   | | +---Billiton Aluminium Australia Pty Ltd
  | |   | |   +---Billiton Aluminium (Worsley) Pty Ltd
  | |   | |   +---Billiton Australia Investment 3 Pty Ltd
  | |   | |     +---Billiton Aluminium (RAA) Pty Ltd
  | |   | |       +---Boddington Housing Pty Limited
  | |   | |       +---Worsley Alumina Pty Limited
  | |   | +---Billiton Chile SA - In liquidation
  | |   | +---Billiton Intellectual Property B.V.
  | |   | +---Billiton Investment 13 B.V.
  | |   | | +----Billiton Marketing Investments B.V.
  | |   | +---Billiton Investment 15 B.V.
  | |   | | +---Rio Algom Mining LLC
  | |   | +---Billiton Investment 3 B.V.
  | |   | +---Billiton Investment 8 B.V.
  | |   | +---Billiton Metals Canada Inc.
  | |   | | +---Billiton Copper Holdings Inc.
  | |   | | | +---Rio Algom Limited
  | |   | | |   +---Atlas Steels Company Limited
  | |   | | |   +---Compania Minera Riochilex S.A.
  | |   | | |   +---Pidgeon Molybdenum Mines Limited
  | |   | | |   +---RAL Cayman Inc.
  | |   | | |   | +---RAL (Barbados) Inc.
  | |   | | |   | +---Riocerro Inc
  | |   | | |   | +---Riochile Inc
  | |   | | |   |   +---Compania Minera Cerro Colorado Limitada
  | |   | | |   +---RAL Insurance Company Limited
  | |   | | |   +---Rio Algom Exploration (Chile) Limitada
  | |   | | |   +---Rio Algom Exploration Inc.
  | |   | | |   | +---Sage Creek Coal Limited
  | |   | | |   +---Rio Algom Investments (Chile) Inc
  | |   | | |   +---Rio Algom Ireland Limited
  | |   | | |   +---Rio Algom Namibia (Proprietary) Limited
  | |   | | |   +---Riomexicanex, S.A. de C.V.
  | |   | | +---Billiton Resources Canada Inc.
  | |   | +---Billiton Metals Holdings B.V.
  | |   | | +---Billiton (RA) B.V.
  | |   | |   +---Billiton Investments Ireland Limited
  | |   | |     +---NAMD Inc. (In liquidation)
  | |   | +---Venezuela Aluminium Holding B.V.
  | |   |   +---Aluminium Consortium Venezuela B.V.
  | |   +---MSI Investments (BVI) Limited
  | +---BHP Billiton UK Investments Limited



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            The company news service from the London Stock Exchange