ILUKA RESOURCES LIMITED — Major Shareholding Notification 2011

Aug 8, 2011

Form 604

Corporations Law Section 671B Notice of change of interests of substantial holder

ToCompany Name/Scheme	Iluka Resources
ACN/ARSN
1. Details of substantial holder (1)
Name	M&G Investment Funds (1)
	M&G Investment Management Limited
	M&G Limited
	M&G Group Limited
	Jackson National Asset Management
	Prudential plc
ACN/ARSN (if applicable)
There was a change in the interests	05 August 2011
of the substantial holder on
The previous notice was given to the	13 July 2011
company on
The previous notice was dated	13 July 2011

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	Present Notice
		Person’s votes		Voting Power (5)		Person’s votes		Voting Power (5)
	Ordinary	58,338,786		13.93%		54,270,989 12.96%
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	Consideration given in			Class and number of	Person’s votes
				change (6)	relation to change (7)			securities affected	affected
	M&G Investment Funds
	(1)
	M&G Investment
	Management Limited			PLEASE SEE ANNEX 1 (Below)
	M&G Limited
	M&G Group Limited
	Limited
	Prudentialplc
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		Registered holder of		Person entitled to be			Nature of relevant interest		Class and number
	interest		securities		registered	asholder				ofsecurities
	M&G Investment Management		Chase		Chase			Power to dispose		24,250,000
	Limited,		Nominees Ltd		Nominees Ltd			of, or control
	M&G Limited,							the exercise of	a
	M&G Group Limited,							power to dispose
	Prudentialplc							of the securities
	M&G Investment Management		Nortrust Noms		Nortrust Noms			Power to exercise		28,250,000
	Limited,		Ltd A/C MEJ01		Ltd A/C MEJ01			or control the
	M&G Limited,							exercise of, a
	M&G Group Limited,							right to vote
	Prudential plc							attached to the
	M&G Investment Funds (1)							securities.
								Power to dispose
								of, or control
								the exercise of	a
								power to dispose
								of, the
								securities

Freehills Melbourne ASIC00603\003811236

	M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc M&G Investment Funds (1)	Nortrust Noms Ltd A/C MEQ01	Nortrust Noms Ltd A/C MEQ01	Power to exercise or control the exercise of, a right to vote attached to the securities. Power to dispose of, or control the exercise of a power to dispose of, the securities Power to dispose of, or control the exercise of a power to dispose of the securities Power to exercise or control the exercise of, a right to vote attached to the securities. Power to dispose of, or control the exercise of a power to dispose of, the securities Power to exercise or control the exercise of, a right to vote attached to the securities. Power to dispose of, or control the exercise of a power to dispose of, the securities Power to exercise or control the exercise of, a right to vote attached to the securities. Power to dispose of, or control the exercise of a power to dispose of, the securities	845,000
	M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc	JNL/M&G GLOBAL BASICS FUND	JNL/M&G GLOBAL BASICS FUND		808,528
	Prudential Staff Pensions Ltd Prudential plc	JP Morgan Nominees	JP Morgan Nominees		33,326
	M&G Investment Management Limited, M&G Limited, M&G Group Limited, The Prudential Assurance Company Limited, Prudential plc	PRUCLT HSBC GIS NOM(UK) PPL AC Jackson National Asset Management	PRUCLT HSBC GIS NOM(UK) PPL AC Jackson National Asset Management		30,368 48,536
	Jackson National Asset Management Plc, Prudential Plc
	M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc	HSBC Seoul Global Basics Mother Fund	HSBC Seoul Global Basics Mother Fund		5,231

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
M&G Investment Funds (1)	An Open Ended Investment Company (Separate Legal Entity, not within the Prudential plc group of companies), the assets are managed by M&G Investment Management Limited, which is a wholely owned subsidiary of Prudential Plc, as are M&G Limited and M&G Group Limited and as such these companies are included within this notice.

6. Addresses

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

Name Address

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		M&G Investment Funds(1) Laurence Pountney Hill, London EC4R 0HH, England
		M&G Investment Management Laurence Pountney Hill, London EC4R 0HH, England
		Limited
		M&G Limited Laurence Pountney Hill, London EC4R 0HH, England
		M&G Group Limited Laurence Pountney Hill, London EC4R 0HH, England
		Prudential plc Laurence Pountney Hill, London EC4R 0HH, England
		Nortrust Nominees The Northern Trust Company, 50 Bank Street, Canary Wharf,
		London E14 5NQ, England
		Jackson National Asset Man 1 Corporate Way, Michigan, USA
		LLC
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	Signature
		print name James Todd capacityNotifiables Administrator
		sign here James Todd date09 August 2011
		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.
	(3)	See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Law.
	(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 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.

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Annex 1: Transactions 13 July 2011 to 08 August 2011

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number ofsecurities
		Cash	Non-cash	OrdNPV
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (Chase Nominees Ltd) - VANG	22‐Jul‐11 27‐Jul‐11 29‐Jul‐11 01‐Aug‐11 04‐Aug‐11 05‐Aug‐11	‐9,503,038 ‐9,423,715 ‐6,941,841 ‐2,032,808 ‐8,460,597 ‐7,734,424		‐500,000 ‐500,000 ‐390,102 ‐109,898 ‐500,000 ‐500,000
M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc (M&G GLOBAL BASICS FUND - AUST)	22‐Jul‐11 27‐Jul‐11 29‐Jul‐11 01‐Aug‐11	‐9,503,038 ‐9,423,715 ‐6,941,841 ‐2,032,808		‐500,000 ‐500,000 ‐390,102 ‐109,898
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (JNL/M&G Global Basics Fund JBCS)	29‐Jul‐11 01‐Aug‐11	‐797,534 ‐233,546		‐44,818 ‐12,626
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (HSBC Seoul GL Basics Mother Fund KBAS)	29‐Jul‐11 01‐Aug‐11	‐4,894 ‐1,443		‐275 ‐78
M&G Investment Funds (1) M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential Plc (PPLIA)	25-Jul-11	-184,213		-10,000

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