FORM 6-K

BHP Group Limited and BHP Group Plc

Date: January 21, 2022

/s/ Stefanie Wilkinson

Stefanie Wilkinson

Group Company Secretary

6-K 1 d141337d6k.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 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 obligation^iv

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 reached^vi:

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 issuer^vii
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 reached^viii

A:	Voting rights attached to shares


	Number of voting rights^ix			% of voting rights
Class/type of shares	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		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
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

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) 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) ☒


Name^xv	% 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 information^xvi

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.

SEC Form 6-K filed by BHP Group PlcSponsored ADR