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
November 14, 2019
| BHP GROUP LIMITED | BHP GROUP PLC | |
| (ABN 49 004 028 077) | (REG. NO. 3196209) | |
| (Exact name of Registrant as specified in its charter) | (Exact name of Registrant as specified in its charter) | |
| VICTORIA, AUSTRALIA | ENGLAND AND WALES | |
| (Jurisdiction of incorporation or organisation) | (Jurisdiction of incorporation or organisation) | |
| 171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA |
NOVA SOUTH, 160 VICTORIA STREET LONDON, SW1E 5LB UNITED KINGDOM | |
| (Address of principal executive offices) | (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
BHP GROUP PLC
Retirement of Carolyn Hewson as independent Non-executive Director
Carolyn Hewson retired as an independent Non-executive Director of BHP Group Limited and BHP Group Plc on 7 November 2019.
SECTION 430 (2B) COMPANIES ACT 2006 STATEMENT
BHP Group Limited and BHP Group Plc (collectively, “BHP”) confirm that Carolyn Hewson retired as a Non-executive Director of the Company on 7 November 2019. The following information is provided in accordance with section 430 (2B) of the UK Companies Act 2006:
BHP’s Remuneration Report for the financial year ending 30 June 2020 will include the remuneration earned by Ms Hewson during her appointment as a Non-executive Director of BHP for the financial year ending 30 June 2020. The reported remuneration will include BHP’s normal fees for an independent Non-executive Director and fees for membership on the Remuneration Committee and Nomination and Governance Committee payable for the period from 1 July 2019 to 7 November 2019. Ms Hewson has not received, and will not receive, any other remuneration or payments upon ceasing to be a Director of BHP.
Australian Securities Exchange (ASX) Listing Rules Appendix 3Z
Final Director’s Interest Notice
| Name of entities | BHP Group Limited | BHP Group Plc | ||
| ABN 49 004 028 077 | REG NO 3196209 |
We (the entities) give the ASX the following information under listing rule 3.19A.3 and as agent for the Director for the purposes of section 205G of the Australian Corporations Act.
| Name of director |
Carolyn J Hewson | |
| Date of last notice |
8 March 2016 | |
| Date that director ceased to be director | 7 November 2019 |
Part 1 – Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Number & class of securities |
| 3,500 ordinary shares in BHP Group Limited |
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest | Number & class of securities | |
| (1) Zanlyn Pty Ltd as trustee for the Zanadu Investment Trust in which Carolyn Hewson has a beneficial interest. | (1) 15,500 ordinary shares in BHP Group Limited. | |
| (2) Held by C and J Somerville Pty Ltd, in which Carolyn Hewson has a one third beneficial interest, with her two siblings holding the remaining beneficial interests. | (2) 16,913 ordinary shares in BHP Group Limited. | |
Part 3 – Director’s interests in contracts
| Detail of contract | Nil | |||||
| Nature of interest | N/A | |||||
| Name of registered holder | N/A | |||||
| (if issued securities) | ||||||
| No. and class of securities to which | N/A | |||||
| interest relates | ||||||
| Part 4 – Contact details | ||||||
| Name of authorised officers responsible for making this notification on behalf of the entities | Rachel Agnew | |||||
| Contact details |
Rachel Agnew | Tel: | +61 3 9609 3730 | |||
| Fax: | +61 3 9611 1044 | |||||
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
| • | This notification relates to a change in Carolyn Hewson’s indirect interest: Carolyn Hewson was transferred a one third beneficial interest in 16,913 ordinary shares in BHP Group Limited held by C and J Somerville Pty Ltd, which was transferred on 18 September 2018 through the distribution of an estate. Her two siblings hold the remaining beneficial interests. |
| • | BHP is satisfied that it has the necessary reporting and notification policies in place to ensure compliance with its disclosure obligations under ASX Listing Rules 3.19A and 3.19B and Article 19 of the Market Abuse Regulation. Directors are aware of their obligations to notify the General Counsel & Company Secretary of any changes in BHP securities holdings. |
| • | BHP believes its current notification practices are adequate and that this notification pursuant to Article 19 of the Market Abuse Regulation is an isolated occurrence. |
| 1 | Details of the person discharging managerial responsibilities / persons closely associated | |||||||
| a) | Name | Carolyn Hewson | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | PDMR (Non-executive Director) | ||||||
| b) | Initial notification/Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | BHP Group Plc | ||||||
| b) |
LEI |
549300C116EOWV835768 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | BHP Group Limited ordinary shares ISIN: AU000000BHP4 | ||||||
| b) | Nature of the transaction | Carolyn Hewson was transferred a one third beneficial interest in 16,913 ordinary shares in BHP Group Limited held by C and J Somerville Pty Ltd. Her two siblings hold the remaining beneficial interests. | ||||||
| c) | Price(s) and volume(s) | Price | Volume | |||||
| Nil | 16,913 | |||||||
| d) | Aggregated information - Aggregated volume - Price |
16,913 ordinary shares in BHP Group Limited N/A | ||||||
| e) | Date of the transaction | 18 September 2018 | ||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||
| 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: Level 18, 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
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: November 14, 2019 | By: | /s/ Geof Stapledon | ||
| Name: | Geof Stapledon | |||
| Title: | Company Secretary | |||