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REG - BlackRock Group BHP Group Limited - Form 8.3 - BHP Group Limited

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RNS Number : 4615M  BlackRock Group  29 April 2024

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                      BlackRock, Inc.
 (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) If an exempt fund manager connected with an offeror/offeree, state this
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       26 April 2024

      For an opening position disclosure, state 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 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
(if any)

 

 Class of relevant security:                                          Ordinary NPV

                                                                      Interests           Short positions

                                                                      Number       %      Number    %
 (1) Relevant securities owned and/or controlled:                     342,147,344  6.74%  0         0.00%
 (2) Cash-settled derivatives:                                        2,517,408    0.04%  25,140    0.00%

 (3) Stock-settled derivatives (including options) and agreements to  0            0.00%  207,400   0.00%
 purchase/sell:
                                                                      344,664,752  6.79%  232,540   0.00%

      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).

 

(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 (IF ANY) 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

 

 Class of relevant security  Purchase/sale  Number of securities  Price per unit

 Ordinary NPV                Purchase       177,202               AUD 43.1500
 Ordinary NPV                Purchase       3,786                 AUD 43.2682
 Ordinary NPV                Purchase       3,808                 AUD 43.6000
 Ordinary NPV                Purchase       8,149                 ZAR 526.5100
 Ordinary NPV                Sale           43,865                AUD 43.1500
 Ordinary NPV                Sale           5,971                 AUD 43.2461
 Ordinary NPV                Sale           200,000               AUD 43.3400
 Ordinary NPV                Sale           400,000               AUD 43.5225
 ADR's*                      Sale           3,794                 USD 56.0438

*Please note each ADR converts to 2 Ordinary shares

 

(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
 Ordinary NPV                CFD                  Increasing long                                                                15,683                          AUD 43.1500
 Ordinary NPV                CFD                  Reducing long                                                                  9,148                           AUD 43.1500

 

(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.
 ADR                         Written Call Option                   Written                                     75,500                                        USD  57.5000             American                       17/05/2024   USD 1.9200
 ADR                         Written Call Option                   Written                                     36,300                                        USD  60.7220             European                       22/05/2024   USD 1.5776
 ADR                         Written Call Option                   Written                                     95,600                                        USD  62.5000             American                       21/06/2024   USD

                                                                                                                                                                                                                                  1.3005

 

(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
 ADR*                        Transfer In of ADR's            4,720
 ADR*                        Transfer In of ADR's            9,677

*Please note each ADR converts to 2 Ordinary shares

 

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 person
 making the disclosure and any party to the offer or any person acting in
 concert with a party to the offer:

 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 person 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

 

 Is a Supplemental Form 8 (Open Positions) attached?  Yes

 

 Date of disclosure:  29 April 2024
 Contact name:        Jana Blumenstein
 Telephone number:    +44 20 7743 3650

 

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,
AGREEMENTS 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:                                BlackRock, Inc.
 Name of offeror/offeree in relation to whose relevant securities the  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.
 ADR                         Call Option                           Written               75,500                                                      USD  57.5000             American                       17/05/2024
 ADR                         Call Option                           Written               36,300                                                      USD  60.7220             European                       22/05/2024
 ADR                         Call Option                           Written               95,600                                                      USD  62.5000             American                       21/06/2024

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

 Full details should be given so that the nature of the interest or position
 can be fully understood:

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk (mailto:monitoring@disclosure.org.uk) .

 

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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