Last checked at 21 Aug 2020 11:38
BHP GROUP PLC and BHP GROUP LIMITED
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
1 | Details of the person discharging managerial responsibilities / persons closely associated | |||||||||||||
a) | Name | Mike Henry | ||||||||||||
2 | Reason for the notification | |||||||||||||
a) | Position/status | PDMR (Chief Executive Officer) | ||||||||||||
b) | Initial notification/Amendment | Initial notification | ||||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | BHP Group Plc | ||||||||||||
b) | LEI | 549300C116EOWV835768 | ||||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||||||||||
a) | Description of the financial instrument, type of instrument Identification code | BHP Group Limited ordinary shares ISIN: AU000000BHP4 | ||||||||||||
b) | Nature of the transaction | 1. The acquisition of 30,692 ordinary shares in BHP Group Limited following the vesting of Deferred Shares under the FY2018 Short Term Incentive Plan and 3,897 ordinary shares in BHP Group Limited in accordance with the Group's policy on Dividend Equivalent Payments. 2. The acquisition of 92,333 ordinary shares in BHP Group Limited following the vesting of the Long Term Incentive Plan 2015 awards and 19,150 ordinary shares in BHP Group Limited in accordance with the Group's policy on Dividend Equivalent Payments. (The lapse of 100,027 Long Term Incentive Plan 2015 awards.) * 3. The on-market sale of 67,162 ordinary shares in BHP Group Limited made in order to meet expected tax obligations arising from the transactions described in 1 and 2.
* The five-year performance period for the 2015 Long Term Incentive Plan ended on 30 June 2020. Mike Henry's 2015 Long Term Incentive Plan award comprised 192,360 awards (awarded prior to his appointment as CEO), subject to achievement of the relative Total Shareholder Return performance conditions and a holistic "look back" review of performance over the five-year period by the Remuneration Committee. For the award to vest in full, Total Shareholder Return must exceed a Peer Group Total Shareholder Return (for 67 per cent of the award) and an Index Total Shareholder Return (for 33 per cent of the award) by an average of 5.5 per cent per year for five years, being 30.7 per cent in total compounded over the performance period from 1 July 2015 to 30 June 2020. Total Shareholder Return includes returns to BHP shareholders in the form of share price movements along with dividends paid and reinvested in BHP (including cash and in-specie dividends). BHP's Total Shareholder Return performance was positive 29.0 per cent over the five-year period from 1 July 2015 to 30 June 2020. This is above the weighted median Peer Group Total Shareholder Return of positive 9.6 per cent and below the Index Total Shareholder Return of positive 38.5 per cent over the same period. This level of performance results in 48 per cent vesting for the 2015 Long Term Incentive Plan awards. The Remuneration Committee reviewed performance holistically over the five-year period, and determined that it was appropriate to allow 48 per cent of the 2015 Long Term Incentive Plan awards to vest. | ||||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price | N/A | ||||||||||||
e) | Date of the transaction | 1. 2020-08-19 2. 2020-08-19 3. 2020-08-19 | ||||||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. Outside a trading venue 3. Australian Securities Exchange (XASX) | ||||||||||||
1 | Details of the person discharging managerial responsibilities / persons closely associated | |||||||||||||
a) | Name | Peter Beaven | ||||||||||||
2 | Reason for the notification | |||||||||||||
a) | Position/status | PDMR (Chief Financial Officer) | ||||||||||||
b) | Initial notification/Amendment | Initial notification | ||||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | BHP Group Plc | ||||||||||||
b) | LEI | 549300C116EOWV835768 | ||||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||||||||||
a) | Description of the financial instrument, type of instrument Identification code | BHP Group Limited ordinary shares ISIN: AU000000BHP4 | ||||||||||||
b) | Nature of the transaction | 4. The acquisition of 30,964 ordinary shares in BHP Group Limited following the vesting of Deferred Shares under the FY2018 Short Term Incentive Plan and 3,931 ordinary shares in BHP Group Limited in accordance with the Group's policy on Dividend Equivalent Payments. 5. The acquisition of 83,940 ordinary shares in BHP Group Limited following the vesting of the Long Term Incentive Plan 2015 awards and 17,409 ordinary shares in BHP Group Limited in accordance with the Group's policy on Dividend Equivalent Payments. (The lapse of 90,933 Long Term Incentive Plan 2015 awards.) * 6. The on-market sale of 65,424 ordinary shares in BHP Group Limited made in order to meet expected tax obligations arising from the transactions described in 1 and 2.
* The five-year performance period for the 2015 Long Term Incentive Plan ended on 30 June 2020. Peter Beaven's 2015 Long Term Incentive Plan award comprised 174,873 awards, subject to achievement of the relative Total Shareholder Return performance conditions and a holistic "look back" review of performance over the five-year period by the Remuneration Committee. For the award to vest in full, Total Shareholder Return must exceed a Peer Group Total Shareholder Return (for 67 per cent of the award) and an Index Total Shareholder Return (for 33 per cent of the award) by an average of 5.5 per cent per year for five years, being 30.7 per cent in total compounded over the performance period from 1 July 2015 to 30 June 2020. Total Shareholder Return includes returns to BHP shareholders in the form of share price movements along with dividends paid and reinvested in BHP (including cash and in-specie dividends). BHP's Total Shareholder Return performance was positive 29.0 per cent over the five-year period from 1 July 2015 to 30 June 2020. This is above the weighted median Peer Group Total Shareholder Return of positive 9.6 per cent and below the Index Total Shareholder Return of positive 38.5 per cent over the same period. This level of performance results in 48 per cent vesting for the 2015 Long Term Incentive Plan awards. The Remuneration Committee reviewed performance holistically over the five-year period, and determined that it was appropriate to allow 48 per cent of the 2015 Long Term Incentive Plan awards to vest. | ||||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price | N/A | ||||||||||||
e) | Date of the transaction | 4. 2020-08-19 5. 2020-08-19 6. 2020-08-19 | ||||||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. Outside a trading venue 3. Australian Securities Exchange (XASX) | ||||||||||||
1 | Details of the person discharging managerial responsibilities / persons closely associated | |||||||||||||
a) | Name | Daniel Malchuk | ||||||||||||
2 | Reason for the notification | |||||||||||||
a) | Position/status | PDMR (President Minerals Americas) | ||||||||||||
b) | Initial notification/Amendment | Initial notification | ||||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | BHP Group Plc | ||||||||||||
b) | LEI | 549300C116EOWV835768 | ||||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||||||||||
a) | Description of the financial instrument, type of instrument Identification code | BHP Group Limited ordinary shares ISIN: AU000000BHP4 | ||||||||||||
b) | Nature of the transaction | 7. The acquisition of 33,686 ordinary shares in BHP Group Limited following the vesting of Deferred Shares under the FY2018 Short Term Incentive Plan and 4,277 ordinary shares in BHP Group Limited in accordance with the Group's policy on Dividend Equivalent Payments. 8. The acquisition of 83,940 ordinary shares in BHP Group Limited following the vesting of the Long Term Incentive Plan 2015 awards and 17,409 ordinary shares in BHP Group Limited in accordance with the Group's policy on Dividend Equivalent Payments. (The lapse of 90,933 Long Term Incentive Plan 2015 awards.) * 9. The on-market sale of 56,934 ordinary shares in BHP Group Limited made in order to meet expected tax obligations arising from the transactions described in 1 and 2.
* The five-year performance period for the 2015 Long Term Incentive Plan ended on 30 June 2020. Daniel Malchuk's 2015 Long Term Incentive Plan award comprised 174,873 awards, subject to achievement of the relative Total Shareholder Return performance conditions and a holistic "look back" review of performance over the five-year period by the Remuneration Committee. For the award to vest in full, Total Shareholder Return must exceed a Peer Group Total Shareholder Return (for 67 per cent of the award) and an Index Total Shareholder Return (for 33 per cent of the award) by an average of 5.5 per cent per year for five years, being 30.7 per cent in total compounded over the performance period from 1 July 2015 to 30 June 2020. Total Shareholder Return includes returns to BHP shareholders in the form of share price movements along with dividends paid and reinvested in BHP (including cash and in-specie dividends). BHP's Total Shareholder Return performance was positive 29.0 per cent over the five-year period from 1 July 2015 to 30 June 2020. This is above the weighted median Peer Group Total Shareholder Return of positive 9.6 per cent and below the Index Total Shareholder Return of positive 38.5 per cent over the same period. This level of performance results in 48 per cent vesting for the 2015 Long Term Incentive Plan awards. The Remuneration Committee reviewed performance holistically over the five-year period, and determined that it was appropriate to allow 48 per cent of the 2015 Long Term Incentive Plan awards to vest. | ||||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price | N/A | ||||||||||||
e) | Date of the transaction | 7. 2020-08-19 8. 2020-08-19 9. 2020-08-19 | ||||||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. Outside a trading venue 3. Australian Securities Exchange (XASX) | ||||||||||||
1 | Details of the person discharging managerial responsibilities / persons closely associated | ||||||||||
a) | Name | Edgar Basto-Baez | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | PDMR (President Minerals Australia) | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | BHP Group Plc | |||||||||
b) | LEI | 549300C116EOWV835768 | |||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||||||||||
a) | Description of the financial instrument, type of instrument Identification code | 1. BHP Group Limited ordinary shares ISIN: AU000000BHP4
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b) | Nature of the transaction | 1. The acquisition of 33,828 ordinary shares in BHP Group Limited following the vesting of Restricted Shares under the FY2018 Management Award Plan. 2. The on-market sale of 16,244 ordinary shares in BHP Group Limited made in order to meet expected tax obligations arising from the transactions described in 1. | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price | N/A | |||||||||
e) | Date of the transaction | 1. 2020-08-19 2. 2020-08-19 | |||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. Australian Securities Exchange (XASX) | |||||||||
1 | Details of the person discharging managerial responsibilities / persons closely associated | ||||||||||
a) | Name | Geraldine Slattery | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | PDMR (President Petroleum) | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | BHP Group Plc | |||||||||
b) | LEI | 549300C116EOWV835768 | |||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||||||||||
a) | Description of the financial instrument, type of instrument Identification code | BHP Group Limited ordinary shares ISIN: AU000000BHP4 | |||||||||
b) | Nature of the transaction | 1. The acquisition of 34,349 ordinary shares in BHP Group Limited following the vesting of Restricted Shares under the FY2018 Management Award Plan. 2. The on-market sale of 8,544 ordinary shares in BHP Group Limited made in order to meet expected tax obligations arising from the transactions described in 1. | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price | N/A | |||||||||
e) | Date of the transaction | 1. 2020-08-19 2. 2020-08-19 | |||||||||
f) | Place of the transaction | 1. Outside a trading venue 2. Australian Securities Exchange (XASX) | |||||||||