ILUKA RESOURCES LIMITED — Major Shareholding Notification 2012

Dec 27, 2012

Corporations Law Section 671B

`Form 604

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
	M&G Securities Limited
	Jackson National Asset Management LLC
	Curian Capital LLC
	Prudential plc
ACN/ARSN (if applicable)
There was a change in the interests	24 December 2012
of the substantial holder on
The previous notice was given to the	21 November 2012
company on
The previous notice was dated	21 November 2012

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	Previous Notice	Present Notice	Present Notice
	Person’s votes	Voting Power (5)	Person’s votes	Voting Power (5)
Ordinary	37,857,463	9.04%	42,755,825	10.21%

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 Funds (1) M&G Investment Management Limited M&G Limited M&G Group Limited Limited M&G Securities Limited The Prudential Assurance Company Limited, Prudential plc Jackson National Asset Management LLC Curian Capital LLC Eastspring Investments
		PLEASE SEE ANNEX 1 (Below)

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Holder of relevant interest	Registered holder of securities	Person entitled to be registered asholder	Nature of relevant interest	Class and number ofsecurities
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudentialplc	Chase Nominees Ltd	Chase Nominees Ltd	Power to dispose of, or control the exercise of a power to dispose of the securities	16,250,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, M&G Securities Limited Prudential plc M&G Investment Funds (1)	State Street Nominees Ltd A/C GMBM	State Street Nominees Ltd A/C GMBM		22,950,000
				807,400
M&G Investment Management Limited, M&G Limited, M&G Group Limited, M&G Securities Limited Prudential plc M&G Investment Funds(1)	State Street Nominees Ltd A/C A/C GMBS	State Street Nominees Ltd A/C A/C GMBS
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		603,953
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 LLC	PRUCLT HSBC GIS NOM(UK) PPL AC Jackson National Asset Management LLC		17,893 294,721
Jackson National Asset Management Plc LLC, Prudential Plc
Curian Capital LLC Prudential PLC	Curian capital LLC	Curian capital LLC		35,000

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	Eastspring Investments Prudential PLC The Prudential Assurance Company Limited,	PRUCLT HSBC GIS NOM(UK) PAC AC	PRUCLT HSBC GIS NOM(UK) PAC AC	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	898,429

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:

ests 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
M&G Investment Funds(1)	Laurence Pountney Hill, London EC4R 0HH, England
M&G Securities Limited	Laurence Pountney Hill, London EC4R 0HH, England
M&G Investment Management Limited	Laurence Pountney Hill, London EC4R 0HH, England
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
State Street Nominees Limited	20 Churchill Place , Canary Wharf , London, E14 5HJ, England
Eastspring Investments Singapore/Hong Kong	10 Marina Boulevard #32-01, Marina Bay Financial Centre Tower 2, Singapore 018983. 13/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. 1 Corporate Way, Michigan, USA
Jackson National Asset Management PLC
Curian Capital LLC	1 Corporate Way, Michigan, USA

IIIIIIIIIIIIIIIII	IIIIIIIIIIIIIIIII	IIIIIIIIIIIIIIIII
Signature
	print name	Poonam Mulji	capacityNotifiables Supervisor
	sign here	Poonam Mulji	date27 December 2012

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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 21 November 2012 – 27 December 2012

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash	OrdNPV
Jackson National Asset Management LLC, Prudential Plc - (JNAM)	21-Nov-12	N/A		53,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (Chase Nominees Ltd) – (VANG)	27-Nov-12 04-Dec-12 05-Dec-12 10-Dec-12 17-Dec-12 19-Dec-12	6,266,368 4,237,954 4,267,441 6,220,544 4,018,374 4,302,558		750,000 500,000 500,000 750,000 500,000 500,000
M&G Investment Management Limited, M&G Limited, M&G Group Limited, M&G Securities Limited Prudential plc M&G Investment Funds (1) (State Street Nominees Limited A/C GMBM) -(AUST)	06-Dec-12	4,247,979		500,000
The Prudential Assurance Company Limited, Prudential PLC Eastspring Investments PRUCLT HSBC GIS NOM(UK) PAC AC (OBA, SALA, SACFA)	07-Dec-12 07-Dec-12	12,008 60,504		1,442 7,266
M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc (JNL/M&G Global Basics Fund) - JBCS	06-Dec-12 19-Dec-12	328,284 55,804		38,640 6,485
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (DMY Notifiable Aust & NZ Holdings ANZ)	24-Dec-12	N/A		898,429

N/A - Transactions do not have a Cash value as only our holding position is recorded on M&G systems

Freehills Melbourne ASIC00603\003811236