Form 8 (DD) - BHP Group Ltd.

Goldman Sachs & Co. LLC

17 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 & 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 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:	16 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"	YES - disclosed previously for ANGLO AMERICAN PLC

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:	5,666,170	0.11	5,747,388	0.11
(2) Cash-settled derivatives:	584,580	0.01	351,253	0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	141,800	0.00	754,880	0.01
TOTAL:	6,392,550	0.13	6,853,521	0.14

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	46,491 (92,982)	60.7600 USD	59.4256 USD
ADR / (1.00 : 2.00)	Sales	32,200 (64,400)	60.7500 USD	59.4100 USD

(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
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Increasing a short position	197 (394)	59.6510 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a long position	466 (932)	60.0843 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a short position	5,813 (11,626)	60.0978 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a short position	8,718 (17,436)	60.0978 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a short position	1,732 (3,464)	60.1792 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a long position	112 (224)	60.1947 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a long position	123 (246)	60.1947 USD
ADR / (1.00 : 2.00)	CFD / (1.00 : 2.00)	Reducing a long position	187 (374)	60.1947 USD
ADR / (1.00 : 2.00)	SWAP / (1.00 : 2.00)	Increasing a short position	17,713 (35,426)	59.6676 USD
Ordinary NPV	SWAP	Increasing a long position	4,387	28.5260 USD
Ordinary NPV	SWAP	Reducing a long position	2,133	29.5572 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 e.g. American, European etc.	Expiry date	Option money paid/ received per unit
ADR / (1.00 : 2.00)	Forward / (1.00 : 2.00)	Selling	18,640 (37,280)	N/A	N/A	N/A	55.8898 USD

(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)	YES
Supplemental Form 8 (SBL)	NO

Date of disclosure:	17 May 2024
Contact name:	Papa Lette and Andrzej Szyszka
Telephone number:	[phone] / [phone]

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 [phone].

The Code can be viewed on the Panel's website at 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 disclosure relates:	BHP GROUP LIMITED

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 e.g. American, European etc.	Expiry date
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	NA	Sold	37,280	55.8898 USD	EURO	14/11/2024
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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END