ILUKA RESOURCES LIMITED — Major Shareholding Notification 2005

Apr 6, 2005

Form 603

Corporations Law Section 671B

Notice of initial substantial holder

To Company Name/Scheme ACN/ARSN	Iluka Resources
Details of substantial holder (1) Name	M&G Investment Management Limited M&G Limited M&G Group Limited
	Prudential plc
ACN/ARSN (if applicable)
The holder became a substantial holder on	04 April 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:

$\sim$ $\cdot$ Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Shares NPV Ordinarv	.886.097	1,886,097

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
Prudential plc,	Power to exercise or	Ordinary NPV Shares
M&G Investment,	control the exercise of,	11,886,097
Management Limited,	a right to vote attached
M&G Limited.	to the securities.
M&G Group Limited,	Power to dispose of, or
	control the exercise of
	a power to dispose of,
	the securities.

1. 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 inferest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
M&G Investment Management Limited M&G Limited	Chase Nominees Ltd	Chase Nominees Ltd	6,850,000
M&G Group Limited Prudential plc
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	3.650.000
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	1,100,000
M&G Investment Management Limited, M&G Limited. M&G Group Limited, The Prudential Assurance Company Limited. Prudential plc	PRUCLT HSBC GIS NOM(UK) PAC AC	PRUCLT HSBC GIS NOM(UK) PAC AC	273,245
Prudential Asset Management (Hong Kong) Limited, Prudential Corporation Holdings Limited, Prudential plc	Westpac Banking Corporation sub account Northern Trust co AVFC	Westpac Banking Corporation sub account Northern Trust co AVFC	12,852

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	Consideration (9)		Class and number
interest	acquisition			of securities
		Cash	Non-cash	Ord NPV
M&G Investment Management	$05 - Jan - 05$	937,605.48		150,000
Limited.	$06 - Jan - 05$	440.859.97		70.700
M&G Limited.	$07 - Jan - 05$	183.563.33		29,300
M&G Group Limited,	$27 - Jan - 05$	625,492.00		100,000
Prudential plc	$28 - Jan - 05$	947,394.48		150,000
(Chase Nominees Ltd)	$01-Feb-05$	1,277,750.64		200,000
	$14-Feb-05$	1,290,762.48		200,000
	$17 - \text{F}eb - 05$	5,947,796.40		1,000,000
	$25 - \text{Feb} - 05$	1,688,045.28		300,000
	$14 - \text{Mar} - 05$	602.430.12		100,000
	$17 - \text{Mar} - 05$	1,194,017.04		200,000
	$23 - \text{Mar} - 05$	1,446,789.10		250,000
	$31-Mar-05$	1,413,857.90		250,000
	$04 - \text{Apr} - 05$	1,467,195.40		250,000
M&G Investment Management	$13 - Dec - 04$	1,140,825.12		200,000
Limited.	$14 - Dec - 04$	683.536.27		120,003
M&G Limited.	$15 - Dec - 04$	741,897.72		129,997
M&G Group Limited,	$21 - Dec - 04$	1,574,246.90		250,000
Prudential plc	$04-Mar-05$	879.398.58		150,000
(Nortrust Noms Ltd A/C	$10-Mar-05$	1,203,113.28		200,000
MEJ01)
M&G Investment Management	$17 - \text{Feb} - 05$	921.908.44		155,000
Limited.	$15-Mar-05$	574,049.55		95,000
M&G Limited.
M&G Group Limited,
Prudential plc
(Nortrust Noms Ltd A/C
MEK01)

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
M&G Limited	Has more than 20% of the voting power in or
	controls M&G Investment Management Limited.
M&G Group Limited	Has more than 20% of the voting power in or
	controls M&G Investment Management Limited.
Prudential plc	Has more than 20% of the voting power in or
	controls M&G Investment Management Limited.
M&G Investment	Wholly owned subsidiary of the other substantial
Management Limited	holders.

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 plc	Laurence Pountney Hill, London EC4R OHH, England
Prudential Holding	Laurence Pountney Hill, London EC4R OHH, England
Corporation Limited
Prudential Asset	13th Floor. One International Finance Centre 1 Harbour View Street, Central, Hong Kong
Management Hong Kong
Limited
HSBC GIS Nominees	Institutional Fund Services, Mariner House,
	Pepy's Street, London, EC3N 4DA, England
Nortrust Nominees	The Northern Trust Company, 50 Bank Street,
	Canary Wharf, London E14 5NQ, England
Chase Nominees Ltd	125 London Wall, London EC2Y 5AJ, England
Westpac Banking Corp	50 Pitt Street, Sydney, NSW 2000, Australia

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.
• $(5)$ 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:
• 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.

• 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". $(8)$
• $(9)$ 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.