Last checked at 9 May 2024 09:25
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | BHP GROUP LIMITED |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | BHP GROUP LIMITED |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 7 MAY 2024 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES - ANGLO AMERICAN PLC |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| NIL | - | NIL | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | NIL | - | NIL | - |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | - |
Details, including nature of the rights concerned and relevant percentages: | - |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) Interests held by directors of BHP Group Limited and their close relatives and related trusts
* Figures are truncated at two decimal places. † Unless otherwise indicated, ordinary shares are held legally and beneficially by the relevant director.
[1] 15,000 ordinary shares are held by KN MacKenzie Pty Ltd as nominee on behalf of The MacKenzie Family Trust and 43,446 ordinary shares are held by MacKenzie Super Investments Pty Ltd as nominee on behalf of The MacKenzie Family S/F Trust. 2 325,330 ordinary shares are held by HSBC Bank Australia and 84,671 ordinary shares are held by HSBC Security Services Asia Pac, each as nominee on behalf of Mike Henry. 3 Held as 9,000 American Depositary Shares (representing 18,000 ordinary shares). 4 9,000 ordinary shares are legally and beneficially held directly by Christine O'Reilly. The remaining 420 ordinary shares are held on behalf of a close relative of Christine O'Reilly. 5 Held legally by DCMH Investments Pty Ltd, of which Catherine Tanna is a director and a shareholder and held beneficially by DCMH Trust, of which Catherine Tanna is a beneficiary. 6 1,544 ordinary shares are legally and beneficially held directly by Dion Weisler and 6,000 ordinary shares are held by Dish Nominees Pty Ltd as nominee on behalf of Dion Weisler. The remaining 20 ordinary shares are held by a close relative of Dion Weisler.
(b) Interests held as options or awards under the share plans of BHP Group Limited by the directors of BHP Group Limited and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code
[1] All awards are conditional awards and have no exercise period, exercise price or expiry date; instead, ordinary fully paid shares are automatically delivered upon the vesting conditions being met. Where vesting conditions are not met, the conditional awards will immediately lapse. Under the Plan Rules, an award will lapse upon 10 years after the date on which the right was allocated.
(c) Interests and short positions held by connected advisers of BHP Group Limited
None
(d) Interests and short positions and rights to subscribe held by other presumed concert parties of BHP Group Limited
None |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 9 MAY 2024 |
| Contact name: | STEFANIE WILKINSON |
| Telephone number: | +61 1300 55 4757 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.