ILUKA RESOURCES LIMITED — Major Shareholding Notification 2014

Jul 23, 2014

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

`Form 604

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
	Eastspring Investments Singapore Limited
	Prudential plc
ACN/ARSN (if applicable)
There was a change in the interests	22 July 2014
of the substantial holder on
The previous notice was given to the	15 November 2013
company on
The previous notice was dated	15 November 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 Security (4)	Class of Security (4)	Previous Notice	Previous Notice	Previous Notice	Present Notice	Present Notice	Present Notice	Present Notice
		Person’s votes	Voting Power (5)		Person’s votes		Voting Power (5)
Ordinary		41,734,621	9.96%		33,266,665		7.90%
Changes in relevant interests culars 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 tantial 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 Eastspring Investments Singapore Limited
			PLEASE SEE ANNEX 1 (Below)

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:

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4. 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 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	6,303,822
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	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	24,384,000
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 A/C GMBS	State Street Nominees Ltd A/C A/C GMBS	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	2,390,000
Jackson National Asset Management Plc LLC, Prudential Plc	Jackson National Asset Management LLC	Jackson National Asset Management LLC	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	170,123
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	18,720

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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 Limited 10 Marina Boulevard #32-01, Marina Bay Financial Centre Tower 2, Singapore 018983. Jackson National Asset Management PLC 1 Corporate Way, Michigan, USA ■■■■■■■■■■■■■■■■■ Signature print name Owen Smith capacityNotifiables Administrator sign here Owen Smith date23 July 2014	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 Limited	10 Marina Boulevard #32-01, Marina Bay Financial Centre Tower 2, Singapore 018983. 1 Corporate Way, Michigan, USA
	Jackson National Asset Management PLC

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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 – 15 November 2013 – 22 July 2014

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number ofsecurities
		Cash	Non-cash	OrdNPV
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 – FARE)	26-Nov-13 28-Nov-13 02-Dec-13 20-May-14 23-May-14 07-Jul-14 17-Jul-14	876,726 927,080 942,924 2,730,972 946,924 1,009,200 1,102,967		100,000 104,000 105,000 315,000 110,000 116,000 124,000
M&G Investment Management Limited M&G Limited M&G Group Limited Prudential plc (JNL/M&G Global Basics Fund) - (JBCS)	08-Jan-14 27-Feb-14 15-Apr-14	268,884 479,486 -7,442,565		31,181 50,522 -767,275 * (No longer held)
M&G Investment Management Limited, M&G Limited, M&G Group Limited, Prudential plc (Chase Nominees Ltd) – (VANG)	22-Jul-14	-63,937,106		-7,196,178
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)	18-Nov-13 24-Jan-14 07-Jul-14	-9,551,313 -4,334,830 -1,009,200		-1,000,000 -500,000 -116,000
Jackson National Asset Management (JNAM)	20-Nov-13 04-Feb-14 11-Mar-14	124,106 2,798,625 103,124		13,759 32,925 11,053
Eastspring Investments Prudential PLC The Prudential Assurance Company Limited PRUCLT HSBC GIS NOM (UK PAC AC) (PPLIA)	29-Apr-14	-17,210		-1,943

• On 15[th] April, 767,275 shares were transferred from JNL/M&G Global Basics Fund (JBCS) to Jackson National Asset Management Limited (JNAM).

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