REG - Goldman Sachs & Co. BHP Group Limited - Form 8 (DD) - BHP
30/04/2024 13:45
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RNS Number : 6484M Goldman Sachs & Co. LLC 30 April 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 & CO. LLC
(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 BHP GROUP LIMITED
relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Advisor to ANGLO AMERICAN PLC
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 29 April 2024
(f) In addition to the company in 1(c) above, is the discloser making YES - disclosed previously for 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 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 and ADRs
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 3,409,082 0.06 3,545,034 0.06
(2) Cash-settled derivatives: 478,000 0.01 220,317 0.00
(3) Stock-settled derivatives (including options) and agreements to 141,800 0.00 717,600 0.01
purchase/sell:
4,028,882 0.08 4,482,951 0.09
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 (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
ADR / (1.00 : 2.00) Purchases 89,505 (179,010) 56.8850 USD 56.0300 USD
ADR / (1.00 : 2.00) Sales 38,258 (76,516) 56.8900 USD 55.9200 USD
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short
position
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Reducing a long position 1 (2) 56.1251 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Reducing a long position 1 (2) 56.1251 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Increasing a short position 40 (80) 56.2020 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Increasing a short position 818 (1,636) 56.3601 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Increasing a short position 1,229 (2,458) 56.3601 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Reducing a short position 3,273 (6,546) 56.3656 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Reducing a long position 17,137 (34,274) 56.6994 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Reducing a long position 29,093 (58,186) 56.6994 USD
ADR / (1.00 : 2.00) CFD / (1.00 : 2.00) Reducing a long position 7,315 (14,630) 56.8100 USD
ADR / (1.00 : 2.00) SWAP / (1.00 : 2.00) Reducing a short position 804 (1,608) 56.0628 USD
(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 Expiry date Option money paid/ received per unit
e.g. American, European etc.
(ii) Exercise
Class of relevant security Product description Exercising / exercised against Number of securities Exercise price per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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) YES
Supplemental Form 8 (SBL) NO
Date of disclosure: 30 April 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
(http://www.thetakeoverpanel.org.uk) .
SUPPLEMENTAL FORM 8(OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENT TO
PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: GOLDMAN SACHS & CO. LLC
Name of offeror/offeree in relation to whose relevant securities BHP GROUP LIMITED
disclosure relates:
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security Product description e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Type Expiry date
e.g. American, European etc.
Ordinary NPV Call Option Purchased 200 62.5000 USD AMER 17/01/2025
Ordinary NPV Call Option Purchased 400 70.0000 USD AMER 21/06/2024
Ordinary NPV Call Option Purchased 7,000 65.0000 USD AMER 17/01/2025
Ordinary NPV Call Option Purchased 7,000 75.0000 USD AMER 21/06/2024
Ordinary NPV Call Option Purchased 18,800 70.0000 USD AMER 17/01/2025
Ordinary NPV Call Option Purchased 19,600 72.5000 USD AMER 21/06/2024
Ordinary NPV Call Option Purchased 37,400 75.0000 USD AMER 17/01/2025
Ordinary NPV Call Option Purchased 51,400 60.0000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 400 60.0000 USD AMER 21/06/2024
Ordinary NPV Put Option Purchased 600 52.5000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 7,000 65.0000 USD AMER 21/06/2024
Ordinary NPV Put Option Purchased 8,000 55.0000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 8,800 65.0000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 14,000 57.5000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 15,200 60.0000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 19,600 57.5000 USD AMER 21/06/2024
Ordinary NPV Put Option Purchased 24,800 55.0000 USD AMER 21/06/2024
Ordinary NPV Put Option Purchased 281,000 50.0000 USD AMER 17/01/2025
Ordinary NPV Put Option Purchased 338,200 50.0000 USD AMER 21/06/2024
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position
can be fully understood:
It is not necessary to provide details on a Supplement form (Open Positions)
with regard to cash-settled derivatives.
The currency of all pieces and other monetary amounts should be stated.
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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