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REG - Societe Generale SA BHP Group Limited - Form 8.3 - BHP Group Limited

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RNS Number : 3184P  Societe Generale SA  21 May 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:                                                      SOCIETE GENERALE SA
 (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) If an exempt fund manager connected with an offeror/offeree, state this
 and specify identity of offeror/offeree:
 (e) Date position held/dealing undertaken:                                       20/05/2024

      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:                      7,595,706  0.15   63,674      0.00
 (2)  Cash-settled derivatives:                                         68,128     0.00   *6,430,037  0.13

 (3)  Stock-settled derivatives (including options) and agreements to   6,200      0.00   28,000      0.00
 purchase/sell:
 TOTAL:                                                                 7,670,034  0.15   6,521,711   0.13

 

*The change in the holding of 2,643,651 shares is due to a derivative which is
referenced to a basket of securities becoming disclosable for the purpose of
the code

 

 

 

 

 

 

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 GBP
 Ordinary NPV                Purchase       24,306                24.3296
 Ordinary NPV                Purchase       71                    24.36
 Ordinary NPV                Purchase       100                   24.36
 Ordinary NPV                Purchase       720                   24.36
 Ordinary NPV                Purchase       1,103                 24.36
 Class of relevant security  Purchase/sale  Number of securities  Price per unit EUR
 Ordinary NPV                Purchase       3                     28.3
 Ordinary NPV                Purchase       600                   28.455
 Ordinary NPV                Purchase       70                    28.28
 Ordinary NPV                Purchase       300                   28.465
 Ordinary NPV                Purchase       319                   28.46
 Class of relevant security  Purchase/sale  Number of securities  Price per unit AUD
 Ordinary NPV                Purchase       6,825                 45.72
 Ordinary NPV                Purchase       2,088,418             46.01
 Ordinary NPV                Purchase       37,809                45.72
 Class of relevant security  Purchase/sale  Number of securities  Price per unit USD
 ADR                         Purchase       90                    61.5433
 Class of relevant security  Purchase/sale  Number of securities  Price per unit GBP
 Ordinary NPV                Sale           13                    24.34
 Ordinary NPV                Sale           867                   24.36
 Ordinary NPV                Sale           107                   24.3
 Ordinary NPV                Sale           567                   24.36
 Class of relevant security  Purchase/sale  Number of securities  Price per unit AUD
 Ordinary NPV                Sale           1                     45.87
 Ordinary NPV                Sale           1                     45.87
 Ordinary NPV                Sale           4                     45.87
 Ordinary NPV                Sale           5                     45.8
 Ordinary NPV                Sale           7                     45.87
 Ordinary NPV                Sale           8                     45.8
 Ordinary NPV                Sale           19                    45.87
 Ordinary NPV                Sale           21                    45.87
 Ordinary NPV                Sale           33                    45.87
 Ordinary NPV                Sale           40                    45.87
 Ordinary NPV                Sale           42                    45.87
 Ordinary NPV                Sale           49                    45.87
 Ordinary NPV                Sale           52                    45.87
 Ordinary NPV                Sale           58                    45.87
 Ordinary NPV                Sale           58                    45.87
 Ordinary NPV                Sale           77                    45.87
 Ordinary NPV                Sale           97                    45.87
 Ordinary NPV                Sale           100                   45.87
 Ordinary NPV                Sale           107                   45.87
 Ordinary NPV                Sale           112                   45.87
 Ordinary NPV                Sale           120                   45.87
 Ordinary NPV                Sale           140                   45.87
 Ordinary NPV                Sale           165                   45.8
 Ordinary NPV                Sale           198                   45.87
 Ordinary NPV                Sale           206                   45.9
 Ordinary NPV                Sale           216                   45.87
 Ordinary NPV                Sale           247                   45.8
 Ordinary NPV                Sale           300                   45.87
 Ordinary NPV                Sale           300                   45.87
 Ordinary NPV                Sale           305                   45.87
 Ordinary NPV                Sale           392                   45.9
 Ordinary NPV                Sale           400                   45.87
 Ordinary NPV                Sale           402                   45.87
 Ordinary NPV                Sale           411                   45.87
 Ordinary NPV                Sale           497                   45.87
 Ordinary NPV                Sale           1,575                 45.8
 Ordinary NPV                Sale           1,608                 45.9
 Ordinary NPV                Sale           1,794                 45.9
 Ordinary NPV                Sale           1,833                 45.87
 Ordinary NPV                Sale           2,000                 45.8
 Ordinary NPV                Sale           2,000                 45.9
 Class of relevant security  Purchase/sale  Number of securities  Price per unit EUR
 Ordinary NPV                Sale           24,306                28.4614
 Ordinary NPV                Sale           600                   28.76
 ADR                         Sale           90                    56.5556

 

 

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                               Number of reference securities  Price per unit GBP

e.g., CFD
e.g., opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 Ordinary NPV                CFD                  Reducing a long position                                                        13                              24.34
 Class of relevant security  Product description  Nature of dealing                                                               Number of reference securities  Price per unit EUR

e.g., CFD
e.g., opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 Ordinary NPV                Listed Call Warrant  Reducing a short position                                                       150                             3.5
 Ordinary NPV                Listed Call Warrant  Reducing a short position                                                       20                              2.1
 Ordinary NPV                Listed Call Warrant  Reducing a short position                                                       5                               3
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     200                             8.438
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     0.5                             9.4
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     165                             6.1
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     50                              3.9
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     20                              2.8
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     30                              3.8
 Ordinary NPV                Listed Call Warrant  Increasing a short position                                                     20                              0.75

 

(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 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:  21/05/2024
 Contact name:        Paul Jenkins
 Telephone number:    +44 20 7676 6969

 

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:                                SOCIETE GENERALE SA
 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

                                                                                                                                                     AUD                      e.g. American, European etc.
 Ordinary NPV                Listed Call Option                    Purchased             28,000                                                       47.26                   American                       20/06/2024
 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

                                                                                                                                                     USD                      e.g. American, European etc.
 Ordinary NPV                Listed Put Option                     Purchased             6,200                                                       42.5                     American                       17/01/2025

 

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:

 

It is not necessary to provide details on a Supplemental Form (Open Positions)
with regard to cash-settled derivatives.

 

The currency of all prices 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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