UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
January 21, 2022
| BHP GROUP LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) |
BHP GROUP PLC (REG. NO. 3196209) (Exact name of Registrant as specified in its charter)
ENGLAND AND WALES (Jurisdiction of incorporation or organisation)
NOVA SOUTH, 160 VICTORIA STREET LONDON, SW1E 5LB UNITED KINGDOM (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
| Issued by: | BHP Group Plc | |
| Date: | 21 January 2022 | |
| To: | London Stock Exchange | |
| Australian Securities Exchange | ||
| Cc: | JSE Limited | |
| New York Stock Exchange | ||
| For Release: | Immediately | |
| Authorised for | Stefanie Wilkinson | |
| lodgement by: | Group Company Secretary | |
BHP Group Plc – Notification of Major Interest in Shares
The attached notification was received on 20 January 2022 by BHP Group Plc from Elliott Investment Management, L.P relating to a change of major interests in shares in BHP Group Plc.
| BHP Group Limited ABN 49 004 028 077 | BHP Group Plc Registration number 3196209 | |
| Registered in Australia | LEI 549300C116EOWV835768 | |
| LEI WZE1WSENV6JSZFK0JC28 | Registered in England and Wales | |
| Registered Office: 171 Collins Street Melbourne Victoria | Registered Office: Nova South, 160 Victoria Street | |
| 3000 Australia | London, SW1E 5LB United Kingdom | |
| Tel +61 1300 55 4757 Fax +61 3 9609 3015 | Tel +44 20 7802 4000 Fax +44 20 7802 4111 |
The BHP Group is headquartered in Australia
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i
| 1a. | Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
BHP Group PLC
| 1b. | Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) |
Non-UK issuer
| 2. | Reason for the notification (please mark the appropriate box or boxes with an “X”) |
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments ☒
An event changing the breakdown of voting rights
Other (please specify)iii - Acquisition of voting rights as a result of introduction of new holding company following a scheme of arrangement
| 3. | Details of person subject to the notification obligationiv |
Name
Elliott Investment Management, L.P
City and country of registered office (if applicable)
Delaware
| 4. | Full name of shareholder(s) (if different from 3.)v |
Name
Elliott International, L.P.
City and country of registered office (if applicable)
Grand Cayman, Cayman Islands
| 5. | Date on which the threshold was crossed or reachedvi: |
18/01/2022
| 6. | Date on which issuer notified (DD/MM/YYYY): |
20/01/2022
| 7. | Total positions of person(s) subject to the notification obligation |
| % of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) |
Total number of voting rights of issuervii |
|||||||||||||
| Resulting situation on the date on which threshold was crossed or reached |
4.66% | 0.32% | 4.98% | 2,112,057,615 | ||||||||||||
| Position of previous notification (if applicable) |
4.66% | 0.41% | 5.07% | |||||||||||||
| 8. | Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
| A: | Voting rights attached to shares |
| Number of voting rightsix | % of voting rights | |||||||||
| Class/type of shares |
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive (DTR5.2.1) |
Direct (Art 9 of Directive |
Indirect | ||||||
| GB00BH0P3Z91 | 98,325,953 | 4.66% | ||||||||
| SUBTOTAL 8. A | 98,325,953 | 4.66% | ||||||||
| B 1: | Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
| Type of financial instrument |
Expiration datex |
Exercise/ conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exercised/ converted. |
% of voting rights | ||||||||
| SUBTOTAL 8. B 1 |
||||||||||||
| B 2: | Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
| Type of financial instrument |
Expiration datex |
Exercise/ Conversion Period xi |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
|||||||||||
| Equity Swap |
27/04/2023 | Cash | 6,854,768 | 0.32% | ||||||||||||
| SUBTOTAL 8.B.2 |
6,854,768 | 0.32% | ||||||||||||||
| 9. | Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) |
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) ☒
| Namexv |
%
of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
|||||||||
| Paul Singer |
4.66% | 0.32% | 4.98% | |||||||||
| Elliott Investment Management GP LLC |
4.66% | 0.32% | 4.98% | |||||||||
| Elliott Investment Management LP |
4.66% | 0.32% | 4.98% | |||||||||
| Elliott International, L.P |
4.66% | 0.32% | 4.98% | |||||||||
| 10. | In case of proxy voting, please identify: |
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
| 11. | Additional informationxvi |
Place of completion
London, UK
Date of completion
19/01/2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BHP Group Limited and BHP Group Plc | ||||||
| Date: January 21, 2022 | By: | /s/ Stefanie Wilkinson | ||||
| Name: | Stefanie Wilkinson | |||||
| Title: | Group Company Secretary | |||||