BHP Group Limited — Major Shareholding Notification 2020

Jan 7, 2020

6-K 1 d863943d6k.htm FORM 6-K Form 6-K

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 7, 2020

| BHP GROUP LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter) | BHP GROUP PLC (REG. NO. 3196209) (Exact
name of Registrant as specified in its charter) |
| --- | --- |
| VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation) | ENGLAND AND WALES (Jurisdiction of incorporation or organisation) |
| 171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) | 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:	7 January 2020
To:	London Stock Exchange Australian Securities
Exchange
Cc:	JSE Limited New York Stock
Exchange
For Release:	Immediately
Authorised for	Rachel Agnew
lodgement by:	Company Secretary +61 (3) 9609
3730

BHP Group Plc – Notification of Major Interest in Shares

The attached notification was received on 4 January 2020 by BHP Group Plc from Elliott International, L.P. relating to a change in the ultimate disclosing entity of the major holdings of shares in BHP Group Plc (formerly BHP Billiton 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

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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 attached ii : BHP Billiton 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 : New investment manager / organisational change	☒

3. Details of person subject to the notification obligation iv
Name	Paul Singer see section 9
City and country of registered office (if applicable)
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 reached vi :	1 st January, 2020
6. Date on which issuer notified (DD/MM/YYYY):	3 rd January, 2020

| 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 issuer vii | |
| --- | --- | --- | --- | --- |
| Resulting situation on the date on which threshold was crossed or reached | 4.66 % | 0.41 % | 5.07 % | 2,112,071,796 |
| Position of previous notification (if applicable) | 4.66 % | 0.8 % | 5.46 % | |
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | | | | |
| A: Voting rights attached to shares | | | | |

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Class/type of shares ISIN code (if possible) — Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB0000566504	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
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))

Cash	8,614,768	0.41 %
SUBTOTAL 8.B.2	8,614,768	0.41 %

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) issuer xiii
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 entity xiv (please add additional rows as necessary)

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Name xv — Paul Singer	4.66 %	0.41 %	5.07 %
Elliott Investment Management GP LLC	4.66 %	0.41 %	5.07 %
Elliott Investment Management L.P.	4.66 %	0.41 %	5.07 %
Elliott International, L.P.	4.66 %	0.41 %	5.07 %

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 information xvi

Place of completion	London, UK
Date of completion	02/01/2020

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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.

By:	BHP Group Limited and BHP Group Plc — /s/ Geof Stapledon
Name:	Geof Stapledon
Title:	Company Secretary