REG - BHP Group Limited Anglo American PLC - Form 8 (OPD) (BHP Group Limited)
09/05/2024 09:30
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RNS Number : 7881N BHP Group Limited 09 May 2024
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 N/A
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 BHP GROUP LIMITED
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEROR
(e) Date position held: 7 MAY 2024
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making YES - ANGLO AMERICAN PLC
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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 NIL - NIL -
purchase/sell:
NIL - NIL -
TOTAL:
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
Name No. of ordinary shares(†) Percentage of total issued share capital*
Ken MacKenzie 58,446 1 (#_ftn1) 0.00
Mike Henry 410,001 2 (#_ftn2) 0.00
Xiaoqun Clever-Steg 8,539 0.00
Gary Goldberg 18,000 3 (#_ftn3) 0.00
Michelle Hinchliffe 10,107 0.00
Christine O'Reilly 9,420 4 (#_ftn4) 0.00
Catherine Tanna 10,400 5 (#_ftn5) 0.00
Dion Weisler 7,564 6 (#_ftn6) 0.00
* 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
Name Share plan under which option or award was granted No. of ordinary shares in BHP Group Limited under option or subject to award Date of grant Exercise price(( 1 )) Vesting date Expiry date(( 1 ))
Mike Henry Long-Term Incentive Plan 153,631 20 November 2019 Nil August 2024 N/A
18,513 22 November 2022 Nil August 2024 N/A
140,239 20 October 2020 Nil August 2025 N/A
16,899 22 November 2022 Nil August 2025 N/A
107,183 23 November 2021 Nil August 2026 N/A
12,916 22 November 2022 Nil August 2026 N/A
118,853 22 November 2022 Nil August 2027 N/A
125,124 8 November 2023 Nil August 2028 N/A
Cash and Deferred Plan 44,335 22 November 2022 Nil August 2024 N/A
44,348 20 October 2020 Nil August 2025 N/A
5,344 22 November 2022 Nil August 2025 N/A
43,106 8 November 2023 Nil August 2025 N/A
49,304 23 November 2021 Nil August 2026 N/A
5,942 22 November 2022 Nil August 2026 N/A
44,335 22 November 2022 Nil August 2027 N/A
43,106 8 November 2023 Nil August 2028 N/A
(( 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
* 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
Name Share plan under which option or award was granted No. of ordinary shares in BHP Group Limited under option or subject to award Date of grant Exercise price(( 1 )) Vesting date Expiry date(( 1 ))
Mike Henry Long-Term Incentive Plan 153,631 20 November 2019 Nil August 2024 N/A
18,513 22 November 2022 Nil August 2024 N/A
140,239 20 October 2020 Nil August 2025 N/A
16,899 22 November 2022 Nil August 2025 N/A
107,183 23 November 2021 Nil August 2026 N/A
12,916 22 November 2022 Nil August 2026 N/A
118,853 22 November 2022 Nil August 2027 N/A
125,124 8 November 2023 Nil August 2028 N/A
Cash and Deferred Plan 44,335 22 November 2022 Nil August 2024 N/A
44,348 20 October 2020 Nil August 2025 N/A
5,344 22 November 2022 Nil August 2025 N/A
43,106 8 November 2023 Nil August 2025 N/A
49,304 23 November 2021 Nil August 2026 N/A
5,942 22 November 2022 Nil August 2026 N/A
44,335 22 November 2022 Nil August 2027 N/A
43,106 8 November 2023 Nil August 2028 N/A
(( 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
(http://www.thetakeoverpanel.org.uk) .
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