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 FINANCIAL MARKETS PTY LTD
|
|
(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:
|
17 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"
|
NO
|
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
|
|
|
Interests
|
Short
positions
|
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
7,071,179
|
0.13
|
9,641,125
|
0.19
|
|
(2) Cash-settled
derivatives:
|
9,669,755
|
0.19
|
7,049,805
|
0.13
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
0
|
0.00
|
0
|
0.00
|
|
TOTAL:
|
16,740,934
|
0.33
|
16,690,930
|
0.32
|
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
|
|
Ordinary
NPV
|
Purchases
|
376,681
|
45.0100
AUD
|
44.8900
AUD
|
|
Ordinary
NPV
|
Sales
|
361,790
|
45.0100
AUD
|
44.8464
AUD
|
(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
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
10,000
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
765
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
33,500
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a short position
|
749
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
962
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
3,004
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
10,000
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
7,550
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
60,000
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
962
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
60,000
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
5,489
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
33,500
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
69,351
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
10,000
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
69,351
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
765
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
749
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
5,489
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
10,000
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
7,550
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
3,004
|
44.5400
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
5,489
|
44.8464
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
971
|
44.8500
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a short position
|
12
|
44.8500
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
10,000
|
44.8500
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
10,000
|
44.8500
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
962
|
44.8500
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
7,550
|
44.8500
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
962
|
44.8900
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a short position
|
15,675
|
44.8900
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
40,319
|
44.8900
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a long position
|
1,234
|
44.9192
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
3,004
|
44.9198
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
624
|
44.9260
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
600
|
44.9277
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a long position
|
2,928
|
44.9321
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
6,637
|
44.9321
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a short position
|
765
|
44.9360
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
69,351
|
44.9537
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
52,184
|
44.9693
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
53,648
|
44.9693
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
749
|
44.9704
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
136,830
|
44.9747
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
53,648
|
44.9747
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a short position
|
37,942
|
44.9865
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
33,500
|
44.9907
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
long position
|
60,000
|
44.9956
AUD
|
|
Ordinary
NPV
|
CFD
|
Opening a
short position
|
60,000
|
44.9956
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
67,674
|
45.0011
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
470
|
45.0043
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a long position
|
1
|
45.0100
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a long position
|
2
|
45.0100
AUD
|
|
Ordinary
NPV
|
CFD
|
Increasing a long position
|
7
|
45.0100
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a long position
|
10
|
45.0100
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
4,998
|
45.0258
AUD
|
|
Ordinary
NPV
|
CFD
|
Reducing
a short position
|
3,271
|
45.0331
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a long position
|
15,120
|
44.5400
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
19,694
|
44.5400
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a long position
|
159
|
44.5400
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a long position
|
19,694
|
44.5400
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
15,120
|
44.5400
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
159
|
44.5400
AUD
|
|
Ordinary
NPV
|
SWAP
|
Opening a
long position
|
9,824
|
44.8676
AUD
|
|
Ordinary
NPV
|
SWAP
|
Increasing a long position
|
9,870
|
44.8713
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
237
|
44.8832
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
814
|
44.8833
AUD
|
|
Ordinary
NPV
|
SWAP
|
Opening a
long position
|
15,120
|
44.8900
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
10,000
|
44.8900
AUD
|
|
Ordinary
NPV
|
SWAP
|
Reducing
a short position
|
302
|
44.8900
AUD
|
|
Ordinary
NPV
|
SWAP
|
Opening a
long position
|
159
|
44.8900
AUD
|
|
Ordinary
NPV
|
SWAP
|
Increasing a short position
|
20,128
|
44.9155
AUD
|
(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
|
|
|
|
|
|
|
|
|
|
(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)
|
NO
|
|
Supplemental Form 8
(SBL)
|
YES
|
Date of disclosure:
|
20 May
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.
SUPPLEMENTAL FORM 8
(SBL)
DETAILS OF SECURITIES
BORROWING AND LENDING AND
FINANCIAL COLLATERAL
ARRANGEMENTS BY
PARTIES TO AN OFFER AND
PERSONS ACTING IN CONCERT
Note 5(l) on Rule 8 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
|
Full name of person making
disclosure:
|
GOLDMAN
SACHS FINANCIAL MARKETS PTY LTD
|
|
Name of offeror/offeree in
relation to whose relevant securities this form
relates:
|
BHP GROUP
LIMITED
|
2. SECURITIES
BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS
|
Class of relevant
security:
|
Ordinary
NPV
|
|
|
Number
|
%
|
|
Securities
borrowed:
|
3,406,824
|
0.06
|
|
Securities lent (including
securities subject to a security financial collateral arrangement
with right of use or a title transfer collateral
arrangement):
|
719,729
|
0.01
|
Details of borrowed relevant securities which have been either
on-lent or sold do not need to be disclosed.
3. SECURITIES
BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS
|
Class of relevant
security
|
Nature of
transaction
e.g. securities
lending/borrowing, delivery/receipt of recalled securities,
entering into financial collateral arrangement with right of use,
entering into title transfer collateral arrangement
etc.
|
Number of
securities
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
7,681
|
|
Ordinary
NPV
|
Loan
(New)
|
285,857
|
|
Ordinary
NPV
|
Borrow
(New)
|
96,704
|
|
Ordinary
NPV
|
Borrow
(Full Return)
|
96,704
|
|
Ordinary
NPV
|
Loan
(Partial Return)
|
3,113
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
10,092
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
15,242
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
37,019
|
|
Ordinary
NPV
|
Loan
(Partial Return)
|
16,247
|
|
Ordinary
NPV
|
Borrow
(Partial Return)
|
80,457
|
|
Ordinary
NPV
|
Loan
(Partial Return)
|
285,857
|
|
Ordinary
NPV
|
Borrow
(Full Return)
|
16,247
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
6,653
|
|
Ordinary
NPV
|
Borrow
(New)
|
112,951
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
16,049
|
|
Ordinary
NPV
|
Loan
(Full Return)
|
13,364
|
The
Panel's Market Surveillance Unit is available for consultation in
relation to the Code'sdisclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.