ILUKA RESOURCES LIMITED — Major Shareholding Notification 2005

Dec 22, 2005

Form 604

Corporations Law Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources
ACN/ARSN
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc
There was a change in the interests of the substantial holder on The previous notice was given to the company on	20 December 2005 6 December 2005
The previous notice was dated	6 December 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 Security (4)	Previous Notice		Present Notice
	Person's votes	Voting Power (5)	Person's votes	Voting Power (5)
Ordinary	16,422,245	.05%	18,682,245	8.02%

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:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
	M&G Investment
	Management Limited
	M&G Limited M&G Group		PLEASE SEE ANEX 1 (Below)
	Limited Prudential plc

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities
M&G Investment Management Limited, M&G Limited. M&G Group Limited, Prudential plc	Chase Nominees Ltd	Chase Nominees Ltd	Power to exercise or control the exercise of. a right to	10,330,000
M&G Investment Management Limited, M&G Limited. M&G Group Limited, Prudential plc	Nortrust Noms Ltd A/C MEJ01	Nortrust Noms Ltd A/C MEJ01	vote attached to the securities Power to	6,800,000
M&G Investment Management Limited, M&G Limited. M&G Group Limited, Prudential plc	Nortrust Noms Ltd A/C MEK01	Nortrust Noms Ltd A/C MEK01	dispose of, or control the exercise of a power to dispose	1,200,000
M&G Investment Management Limited, M&G Limited. M&G Group Limited,	PRUCLT HSBC GIS NOM(UK) PAC AC	PRUCLT HSBC GIS NOM(UK) PAC AC	of, the securities	273,245

The Prudential Assurance Company Limited, Prudential plc
M&G Investment Management Limited, M&G Limited. M&G Group Limited, Prudential plc	JP Morgan Nominees	JP Morgan Nominees	79,000

5. Changes in association

The persons who have been 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 CAN/ARSN (if applicable)	Nature of association
No change

7. Addresses

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

Name	Address
M&G Investment	Laurence Pountney Hill, London EC4R OHH, England
Management Limited
M&G Limited	Laurence Pountney Hill, London EC4R OHH, England
M&G Group Limited	Laurence Pountney Hill, London EC4R OHH, England
Prudential Assurance	Laurence Pountney Hill, London EC4R OHH, England
Company Plc
Prudential plc	Laurence Pountney Hill, London EC4R OHH, England
Chase Nominees Ltd	125 London Wall, London EC2Y 5AJ, England
HSBC GIS Nominees	Institutional Fund Services, Mariner House,
	Pepy's Street, London EC3N 4DA, England
JPMorgan Nominees	125 London Wall, London EC2Y 5AJ, England
Nortrust Nominees	The Northern Trust Company, 50 Bank Street,
	Canary Wharf, London, E14 5NQ, England

Signature

Richard Harding print name Richard Harding sign here

capacity Notifiables Administrator

date 22-December-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 Law.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• 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 $(5)$ in
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• 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 $(a)$ 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
• 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 $(b)$ 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 Law.

• $(8)$ 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, 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 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.

Annex 1: Transactions 6 December 2005 to 20 December 2005

Holder of relevant inferest	Consideration (9) Date of acquisition			Class and number of securities
		Cash	Non-cash	Ord NPV
M&G Investment Management	$6-Dec-05$	2,702,372		336,538
Limited	$7 - Dec - 05$	1,356,624		163,462
M&G Limited	$13 - Dec - 05$	2,384,512		300,000
M&G Group Limited	$15 - Dec - 05$	1,546,345		200,000
Prudential plc
(Nortrust Noms Ltd A/C
MEJ01)
M&G Investment Management	$6-Dec-05$	1,513,334		188,462
Limited	$7 - Dec - 05$	759,703		91,538
M&G Limited	$15 - Dec - 05$	3,955,782		500,000
M&G Group Limited	$20 - Dec - 05$	2.976.627		380,000
Prudential plc
(Chase Nominees Ltd)
M&G Investment Management	$7 - Dec - 05$	414,966		50,000
Limited	$13 - Dec - 05$	397,419		50,000
M&G Limited
M&G Group Limited
Prudential plc
(Nortrust Noms Ltd A/C
MEK01)