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
February 21, 2019
| 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: |
21 February 2019 | |
| To: |
London Stock Exchange Australian Securities Exchange | |
| cc: |
JSE Limited New York Stock Exchange | |
| For Release: |
Immediately | |
| Contact: |
Helen Ratsey +44 (0) 20 7802 7540 | |
BHP Group Plc – Notification of Major Interest in Shares
The following notification was received on 20 February 2019 by BHP Group Plc from Norges Bank relating to major interests in shares of BHP Group Plc.
| BHP Group Limited ABN 49 004 028 077 | BHP Group Plc Registration number 3196209 | |
| LEI WZE1WSENV6JSZFK0JC28 | LEI 549300C116EOWV835768 | |
| Registered in Australia | Registered in England and Wales | |
| Registered Office: 171 Collins Street | Registered Office: Nova South, 160 Victoria Street | |
| Melbourne Victoria 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 |
Members of the BHP Group which 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) |
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| Non-UK issuer | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) |
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| 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: | ||||||
| 3. Details of person subject to the notification obligationiv | ||
| Name | Norges Bank | |
| City and country of registered office (if applicable) | Oslo, Norway | |
| 4. Full name of shareholder(s) (if different from 3.)v | ||
| Name | ||
| City and country of registered office (if applicable) | ||
| 5. Date on which the threshold was crossed or reachedvi: | 19/02/2019 | |
| 6. Date on which issuer notified (DD/MM/YYYY): | 20/02/2019 | |
| 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 |
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| Resulting situation on the date on which threshold was crossed or reached |
3.07 | % | 0.00 | % | 3.07 | % | 2,112,071,796 | |||||||||
| Position of previous notification (if applicable) |
2.99 | % | 0.00 | % | 2.99 | % | ||||||||||
1
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii
A: Voting rights attached to shares
| Class/type of shares
ISIN code (if possible) |
Number of voting rightsix | % of voting rights | ||||||||||||||
| 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) |
|||||||||||||
| GB00BH0P3Z91 |
64,753,649 | 3.07 | % | |||||||||||||
| SUBTOTAL 8. A |
64,753,649 | 3.07% | ||||||||||||||
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 date x |
Exercise/ Conversion Period xi |
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 date x |
Exercise/ Conversion Period xi |
Physical or cash settlement xii |
Number of voting rights |
% of voting rights |
|||||||||||
| SUBTOTAL 8.B.2 | ||||||||||||||||
2
| 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 | |||
10. In case of proxy voting, please identify:
| Name of the proxy holder |
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| The number and % of voting rights held |
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| The date until which the voting rights will be held |
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11. Additional informationxvi
| Place of completion | Oslo, Norway | |
| Date of completion | 20/02/2019 | |
3
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: February 21, 2019 | By: | /s/ Rachel Agnew | ||||
| Name: | Rachel Agnew | |||||
| Title: | Company Secretary | |||||