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:
|
21 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:
|
5,536,170
|
0.10
|
5,747,146
|
0.11
|
(2) Cash-settled
derivatives:
|
825,818
|
0.02
|
275,287
|
0.01
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
141,800
|
0.00
|
794,240
|
0.01
|
TOTAL:
|
6,503,788
|
0.12
|
6,816,673
|
0.13
|
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
|
22,915
(45,830)
|
62.1500
USD
|
61.4400
USD
|
ADR /
(1.00 : 2.00)
|
Sales
|
28,695
(57,390)
|
62.1600
USD
|
61.4400
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)
|
Reducing
a long position
|
203
(406)
|
61.6309
USD
|
ADR /
(1.00 : 2.00)
|
CFD /
(1.00 : 2.00)
|
Increasing a long position
|
186
(372)
|
61.7002
USD
|
ADR /
(1.00 : 2.00)
|
CFD /
(1.00 : 2.00)
|
Increasing a long position
|
124
(248)
|
61.7002
USD
|
ADR /
(1.00 : 2.00)
|
CFD /
(1.00 : 2.00)
|
Reducing
a short position
|
861
(1,722)
|
61.7660
USD
|
ADR /
(1.00 : 2.00)
|
CFD /
(1.00 : 2.00)
|
Reducing
a long position
|
40
(80)
|
61.9550
USD
|
ADR /
(1.00 : 2.00)
|
CFD /
(1.00 : 2.00)
|
Reducing
a long position
|
27
(54)
|
61.9550
USD
|
ADR /
(1.00 : 2.00)
|
SWAP /
(1.00 : 2.00)
|
Reducing
a short position
|
2,547
(5,094)
|
61.7906
USD
|
Ordinary
NPV
|
SWAP
|
Reducing
a long position
|
21,199
|
30.6475
USD
|
Ordinary
NPV
|
SWAP
|
Increasing a long position
|
141,268
|
30.6521
USD
|
Ordinary
NPV
|
SWAP
|
Increasing a long position
|
92
|
30.7083
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
|
|
|
|
|
|
|
|
|
(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:
|
22 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(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
|
36,800
|
55.8898
USD
|
EURO
|
14/11/2024
|
Ordinary
NPV
|
NA
|
Sold
|
39,840
|
55.1626
USD
|
EURO
|
19/05/2025
|
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.