Form 8 (DD) - BHP Group

Goldman Sachs Financial Markets Pty
22 May 2024
 

 

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:

21 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:

7,213,429

0.14

9,530,457

0.18

(2) Cash-settled derivatives:

9,547,355

0.18

7,230,323

0.14

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

 

     TOTAL:

16,760,784

0.33

16,760,780

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

414,437

46.0492 AUD

45.8549 AUD

Ordinary NPV

Sales

323,401

46.0400 AUD

45.8994 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

3,132

45.7200 AUD

Ordinary NPV

CFD

Reducing a short position

1,535

45.7200 AUD

Ordinary NPV

CFD

Opening a long position

4,441

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

768

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

1,535

45.7200 AUD

Ordinary NPV

CFD

Reducing a short position

7,978

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

7,978

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

23,822

45.7200 AUD

Ordinary NPV

CFD

Reducing a short position

768

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

18,062

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

9,810

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

4,441

45.7200 AUD

Ordinary NPV

CFD

Reducing a long position

3,132

45.7200 AUD

Ordinary NPV

CFD

Reducing a short position

9,810

45.7200 AUD

Ordinary NPV

CFD

Reducing a short position

23,822

45.7200 AUD

Ordinary NPV

CFD

Reducing a short position

18,062

45.7200 AUD

Ordinary NPV

CFD

Increasing a short position

2,023

45.8170 AUD

Ordinary NPV

CFD

Opening a long position

18,062

45.8482 AUD

Ordinary NPV

CFD

Increasing a short position

3,132

45.8549 AUD

Ordinary NPV

CFD

Opening a short position

27,343

45.8872 AUD

Ordinary NPV

CFD

Reducing a short position

2,136

45.8904 AUD

Ordinary NPV

CFD

Opening a long position

24,057

45.8912 AUD

Ordinary NPV

CFD

Increasing a short position

142,318

45.9126 AUD

Ordinary NPV

CFD

Reducing a short position

198,234

45.9373 AUD

Ordinary NPV

CFD

Opening a long position

365

45.9527 AUD

Ordinary NPV

CFD

Opening a long position

768

45.9545 AUD

Ordinary NPV

CFD

Increasing a short position

11,679

45.9653 AUD

Ordinary NPV

CFD

Increasing a short position

493

45.9736 AUD

Ordinary NPV

CFD

Increasing a long position

403

45.9818 AUD

Ordinary NPV

CFD

Reducing a short position

3,521

45.9818 AUD

Ordinary NPV

CFD

Reducing a short position

13,634

45.9898 AUD

Ordinary NPV

CFD

Reducing a short position

222

46.0000 AUD

Ordinary NPV

CFD

Increasing a short position

142

46.0000 AUD

Ordinary NPV

CFD

Opening a long position

1,535

46.0000 AUD

Ordinary NPV

CFD

Reducing a long position

6,339

46.0021 AUD

Ordinary NPV

CFD

Opening a long position

9,810

46.0166 AUD

Ordinary NPV

CFD

Reducing a short position

33,000

46.0178 AUD

Ordinary NPV

CFD

Opening a long position

4,441

46.0400 AUD

Ordinary NPV

CFD

Opening a short position

1,535

46.0400 AUD

Ordinary NPV

CFD

Opening a long position

7,978

46.0400 AUD

Ordinary NPV

CFD

Reducing a short position

2,535

46.0400 AUD

Ordinary NPV

SWAP

Reducing a short position

70

45.7200 AUD

Ordinary NPV

SWAP

Reducing a long position

2,700

45.7200 AUD

Ordinary NPV

SWAP

Reducing a short position

2,700

45.7200 AUD

Ordinary NPV

SWAP

Reducing a long position

70

45.7200 AUD

Ordinary NPV

SWAP

Increasing a short position

141,268

45.9507 AUD

Ordinary NPV

SWAP

Opening a long position

21,199

45.9507 AUD

Ordinary NPV

SWAP

Increasing a short position

62,072

45.9512 AUD

Ordinary NPV

SWAP

Increasing a short position

7,671

46.0400 AUD

Ordinary NPV

SWAP

Increasing a short position

92

46.0400 AUD

Ordinary NPV

SWAP

Opening a long position

2,700

46.0400 AUD

Ordinary NPV

SWAP

Increasing a short position

6,236

46.0469 AUD

Ordinary NPV

SWAP

Increasing a short position

14,690

46.0469 AUD

Ordinary NPV

SWAP

Increasing a short position

2,374

46.0492 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:

22 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:

3,177,851

0.06

Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):

607,905

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 (New)

516

Ordinary NPV

Loan (Partial Return)

36,824

Ordinary NPV

Loan (New)

1,777

Ordinary NPV

Loan (Partial Return)

96,704

Ordinary NPV

Borrow (New)

495,751

Ordinary NPV

Loan (Full Return)

1,777

Ordinary NPV

Loan (Full Return)

516

Ordinary NPV

Loan (Full Return)

3,014

Ordinary NPV

Loan (New)

3,014

Ordinary NPV

Borrow (Partial Return)

382,800

Ordinary NPV

Loan (New)

3,277

Ordinary NPV

Borrow (Full Return)

112,951

Ordinary NPV

Borrow (Partial Return)

96,704

Ordinary NPV

Borrow (Partial Return)

30,011

Ordinary NPV

Loan (New)

36,824

Ordinary NPV

Loan (New)

1,285

Ordinary NPV

Borrow (Full Return)

382,800

Ordinary NPV

Borrow (New)

382,800

Ordinary NPV

Loan (Full Return)

1,285

Ordinary NPV

Loan (Full Return)

3,277

 

 

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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