ILUKA RESOURCES LIMITED — Major Shareholding Notification 2013

Dec 2, 2013

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Iluka Resources Limited
ACN/ARSN	008 675 018
1. Details of substantial holder (1)
Name	Schroder Investment Management Australia Limited
ACN/ARSN (if applicable)	000 443 274
There was a change in the interests of the substantial holder on	03/12/2013
The previous notice was given to the company on	08/11/2013
The previous notice was dated	08/11/2013

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 securities (4)	Previous notice		__ Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	22,251,936	5.31%	30,528,040	7.29%

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
09/11/2013 03/12/2013	SIMAL	Buy	71,909,363	7,774,884 Ordinary shares	7,774,884
09/11/2013 03/12/2013	SIM LTD	Buy	4,216,833	447,792 Ordinary shares	447,792
09/11/2013 2001 03/12/2013	SIMNA LTD	Buy	469,602.97	53,428 Ordinary shares	53,428

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 securities	Person entitled to be registered as	Nature of relevant interest	Class and number of	Person's votes
interest		holder (8)	(6)	securities
	BNP Paribas	BNP Paribas	Power to	2,793,563
SIMAL	Securities	Securities Services	dispose of	Ordinary	2,793,563
	Services		securities	shares
	JP Morgan	JP Morgan	Power to	8,794,685
SIMAL	Custodial	Custodial Services	dispose of	Ordinary	8,794,685
	Services		securities	shares
	Citicorp	Citicorp Nominees	Power to	3,085,530
SIMAL	Nominees Ltd HK	Ltd HK	dispose of	Ordinary	3,085,530
			securities	shares
	HSBC Custody	HSBC Custody	Power to	2,128,459
SIMAL	Nominees	Nominees	dispose of	Ordinary	2,128,459
	(Australia) Ltd	(Australia) Ltd	securities	shares
	National	National Nominees	Power to	5,722,407
SIMAL	Nominees Ltd -	Ltd - Melbourne	dispose of	Ordinary	5,722,407
	Melbourne		securities	shares
	State Street	State Street	Power to	571,732
SIMAL	Australia Limited	Australia Limited	dispose of	Ordinary	571,732
			securities	shares
	JP Morgan Chase	JP Morgan Chase	Power to	5,064,970
SIM LTD	B'Mouth	B'Mouth	dispose of	Ordinary	5,064,970
			securities	shares
SIMNA			Power to	232,993
LTD	ABN Amro Mellon	ABN Amro Mellon	dispose of	Ordinary	232,993
			securities	shares
SIMNA	Citibank New		Power to	46,607
LTD	York	Citibank New York	dispose of	Ordinary	46,607
			securities	shares
SIMNA	JP Morgan Chase	JP Morgan Chase	Power to	1,515,324
LTD	B'Mouth	B'Mouth	dispose of	Ordinary	1,515,324
			securities	shares
SIMNA	JP Morgan New	JP Morgan New	Power to	156,623
LTD	York	York	dispose of	Ordinary	156,623
			securities	shares
SIMNA	State Street Bank	State Street Bank &	Power to	415,147
LTD	& Trust Co	Trust Co	dispose of	Ordinary	415, 147
			securities	shares

5. Changes in association

The persons who have become 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 ACN/ARSN (if applicable)	Nature of association
Schroder Investment Management Australia Limited ("SIMAL")	Relevant Fund Manager
Schroder Investment Management Limited ("SIM LTD")	Relevant Fund Manager
Schroder Investment Management North America ("SIMNA LTD")	Relevant Fund Manager

6. Addresses

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

Name	Address
Schroder Investment Management	Level 20, Angel Place, 123 Pitt Street, Sydney, 2000,
(Australia) Limited ("SIMAL")	Australia
Schroder Investment Management	31 Gresham Street, London EC2V 7QA, UK
Limited ("SIM")
Schroder Investment Management	31 Gresham Street, London EC2V 7QA, UK
North America ("SIMNA LTD")