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15 May 2024 11:56
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | GOLDMAN SACHS FINANCIAL MARKETS PTY LTD |
(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. | |
(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) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Advisor to ANGLO AMERICAN PLC |
(e) Date dealing undertaken: | 14 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" | NO |
2. POSITIONS OF THE PERSON 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 following the dealing
Class of relevant security:
| Ordinary NPV | |||
| Interests | Short positions | ||
| Number | % | Number | % |
(1) Relevant securities owned and/or controlled: | 7,102,871 | 0.14 | 9,648,259 | 0.19 |
(2) Cash-settled derivatives: | 9,640,711 | 0.19 | 7,095,319 | 0.13 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
TOTAL: | 16,743,582 | 0.33 | 16,743,578 | 0.33 |
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 (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | |
Details, including nature of the rights concerned and relevant percentages: |
|
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected advisor)
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected advisor
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
Ordinary NPV | Purchases | 141,436 | 43.2374 AUD | 43.0700 AUD |
Ordinary NPV | Sales | 157,683 | 43.1557 AUD | 43.0877 AUD |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
Ordinary NPV | CFD | Reducing a short position | 3,356 | 43.0128 AUD |
Ordinary NPV | CFD | Opening a short position | 1,412 | 43.0323 AUD |
Ordinary NPV | CFD | Opening a long position | 70 | 43.0607 AUD |
Ordinary NPV | CFD | Reducing a long position | 18,810 | 43.0656 AUD |
Ordinary NPV | CFD | Opening a short position | 37,443 | 43.0656 AUD |
Ordinary NPV | CFD | Opening a long position | 999 | 43.1000 AUD |
Ordinary NPV | CFD | Increasing a short position | 49,882 | 43.1028 AUD |
Ordinary NPV | CFD | Reducing a short position | 117 | 43.1084 AUD |
Ordinary NPV | CFD | Increasing a long position | 7,105 | 43.1096 AUD |
Ordinary NPV | CFD | Increasing a long position | 15,454 | 43.1126 AUD |
Ordinary NPV | CFD | Increasing a long position | 1,800 | 43.1181 AUD |
Ordinary NPV | CFD | Opening a long position | 11,960 | 43.1185 AUD |
Ordinary NPV | CFD | Opening a short position | 16,795 | 43.1278 AUD |
Ordinary NPV | CFD | Reducing a long position | 3,283 | 43.1278 AUD |
Ordinary NPV | CFD | Opening a long position | 18,810 | 43.1369 AUD |
Ordinary NPV | CFD | Reducing a short position | 83,200 | 43.1369 AUD |
Ordinary NPV | CFD | Reducing a short position | 36 | 43.1378 AUD |
Ordinary NPV | CFD | Opening a short position | 3,475 | 43.1446 AUD |
Ordinary NPV | CFD | Increasing a short position | 75 | 43.1455 AUD |
Ordinary NPV | CFD | Reducing a short position | 6,264 | 43.1479 AUD |
Ordinary NPV | CFD | Opening a short position | 9,262 | 43.1500 AUD |
Ordinary NPV | CFD | Increasing a short position | 999 | 43.1500 AUD |
Ordinary NPV | CFD | Increasing a long position | 4,866 | 43.1532 AUD |
Ordinary NPV | CFD | Opening a long position | 3,283 | 43.2092 AUD |
Ordinary NPV | CFD | Reducing a long position | 999 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 75 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 11,960 | 43.2500 AUD |
Ordinary NPV | CFD | Increasing a short position | 3,475 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a long position | 11,960 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a long position | 6,553 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 3,475 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 6,553 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 999 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a long position | 16,795 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 16,795 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a long position | 75 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a long position | 9,262 | 43.2500 AUD |
Ordinary NPV | CFD | Reducing a short position | 9,262 | 43.2500 AUD |
Ordinary NPV | SWAP | Reducing a short position | 363 | 43.1414 AUD |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising / exercised against | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
|
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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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) | YES |
| Date of disclosure: | 15 May 2024 |
| Contact name: | Papa Lette and Andrzej Szyszka |
| Telephone number: | +33(1) 4212 1459 / +48(22) 317 4817 |
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.
SUPPLEMENTAL FORM 8 (SBL)
DETAILS OF SECURITIES BORROWING AND LENDING AND
FINANCIAL COLLATERAL ARRANGEMENTS BY
PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | GOLDMAN SACHS FINANCIAL MARKETS PTY LTD |
Name of offeror/offeree in relation to whose relevant securities this form relates: | BHP GROUP LIMITED |
2. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS
Class of relevant security:
| Ordinary NPV | |
| Number
| % |
Securities borrowed: | 3,035,508 | 0.05 |
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement): | 998,155 | 0.01 |
Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.
3. SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS
Class of relevant security | Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc. | Number of securities |
Ordinary NPV | Loan (Full Return) | 69,169 |
Ordinary NPV | Loan (Full Return) | 83,791 |
Ordinary NPV | Loan (New) | 6,653 |
Ordinary NPV | Borrow (Partial Return) | 45,599 |
Ordinary NPV | Borrow (Full Return) | 68,872 |
Ordinary NPV | Loan (New) | 3,277 |
Ordinary NPV | Loan (Full Return) | 44,327 |
Ordinary NPV | Loan (Full Return) | 55,445 |
Ordinary NPV | Loan (Partial Return) | 35,885 |
Ordinary NPV | Loan (Full Return) | 6,653 |
Ordinary NPV | Loan (Partial Return) | 7,681 |
Ordinary NPV | Loan (Full Return) | 516 |
Ordinary NPV | Loan (Full Return) | 37,327 |
Ordinary NPV | Loan (New) | 37,327 |
Ordinary NPV | Loan (New) | 13,364 |
Ordinary NPV | Loan (New) | 516 |
Ordinary NPV | Loan (New) | 1,777 |
Ordinary NPV | Loan (Full Return) | 37,327 |
Ordinary NPV | Loan (New) | 10,092 |
Ordinary NPV | Loan (Full Return) | 16,049 |
Ordinary NPV | Borrow (New) | 398,087 |
Ordinary NPV | Loan (Full Return) | 68,794 |
Ordinary NPV | Loan (Partial Return) | 31,545 |
Ordinary NPV | Loan (New) | 32,830 |
Ordinary NPV | Loan (Full Return) | 27,373 |
Ordinary NPV | Loan (New) | 27,373 |
Ordinary NPV | Borrow (New) | 560,063 |
Ordinary NPV | Loan (Full Return) | 18,226 |
Ordinary NPV | Borrow (New) | 249,670 |
Ordinary NPV | Borrow (Full Return) | 249,670 |
Ordinary NPV | Loan (Full Return) | 1,777 |
Ordinary NPV | Loan (Full Return) | 181,068 |
Ordinary NPV | Loan (Full Return) | 3,277 |
Ordinary NPV | Loan (Full Return) | 10,092 |
Ordinary NPV | Loan (New) | 16,049 |
Ordinary NPV | Loan (New) | 15,242 |
Ordinary NPV | Loan (New) | 7,681 |
Ordinary NPV | Loan (Full Return) | 18,226 |
Ordinary NPV | Loan (New) | 18,226 |
Ordinary NPV | Loan (Full Return) | 27,373 |
Ordinary NPV | Loan (Full Return) | 13,364 |
Ordinary NPV | Loan (Full Return) | 6,127 |
Ordinary NPV | Loan (New) | 6,127 |
Ordinary NPV | Borrow (Partial Return) | 47,382 |
Ordinary NPV | Borrow (Partial Return) | 398,087 |
Ordinary NPV | Borrow (Full Return) | 310,393 |
Ordinary NPV | Loan (Full Return) | 15,242 |
Ordinary NPV | Loan (Full Return) | 32,830 |
The Panel's Market Surveillance Unit is available for consultation in relation to the Code'sdisclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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