Wrap Text
Director/PDMR Shareholding
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
BHP GROUP PLC and BHP GROUP LIMITED
Notification and public disclosure of transactions by
Persons Discharging Managerial Responsibilities
1 Details of the person discharging managerial responsibilities / persons closely
associated
a) Name Mike Henry
2 Reason for the notification
a) Position/status PDMR (Chief Executive Officer)
b) Initial Initial notification
notification/Amendment
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 BHP Group Limited ordinary shares
financial instrument, type ISIN: AU000000BHP4
of instrument
Identification code
b) Nature of the transaction 1. The acquisition of 30,692 ordinary shares in BHP Group
Limited following the vesting of Deferred Shares under the
FY2018 Short Term Incentive Plan and 3,897 ordinary shares
in BHP Group Limited in accordance with the Group’s policy
on Dividend Equivalent Payments.
2. The acquisition of 92,333 ordinary shares in BHP Group
Limited following the vesting of the Long Term Incentive Plan
2015 awards and 19,150 ordinary shares in BHP Group
Limited in accordance with the Group’s policy on Dividend
Equivalent Payments. (The lapse of 100,027 Long Term
Incentive Plan 2015 awards.) *
3. The on-market sale of 67,162 ordinary shares in BHP Group
Limited made in order to meet expected tax obligations arising
from the transactions described in 1 and 2.
* The five-year performance period for the 2015 Long Term
Incentive Plan ended on 30 June 2020. Mike Henry’s 2015 Long
Term Incentive Plan award comprised 192,360 awards (awarded
prior to his appointment as CEO), subject to achievement of the
relative Total Shareholder Return performance conditions and a
holistic “look back” review of performance over the five-year
period by the Remuneration Committee. For the award to vest in
full, Total Shareholder Return must exceed a Peer Group Total
Shareholder Return (for 67 per cent of the award) and an Index
Total Shareholder Return (for 33 per cent of the award) by an
average of 5.5 per cent per year for five years, being 30.7 per cent
in total compounded over the performance period from 1 July
2015 to 30 June 2020. Total Shareholder Return includes returns
to BHP shareholders in the form of share price movements along
with dividends paid and reinvested in BHP (including cash and in-
specie dividends). BHP’s Total Shareholder Return performance
was positive 29.0 per cent over the five-year period from 1 July
2015 to 30 June 2020. This is above the weighted median Peer
Group Total Shareholder Return of positive 9.6 per cent and
below the Index Total Shareholder Return of positive 38.5 per
cent over the same period. This level of performance results in 48
per cent vesting for the 2015 Long Term Incentive Plan awards.
The Remuneration Committee reviewed performance holistically
over the five-year period, and determined that it was appropriate
to allow 48 per cent of the 2015 Long Term Incentive Plan awards
to vest.
c) Price(s) and volume(s) Price(s) Volume(s)
1. Nil 34,589
2. Nil 111,483
3. AUD 39.32 67,162
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1. 2020-08-19
2. 2020-08-19
3. 2020-08-19
f) Place of the transaction 1. Outside a trading venue
2. Outside a trading venue
3. Australian Securities Exchange (XASX)
1 Details of the person discharging managerial responsibilities / persons closely
associated
a) Name Peter Beaven
2 Reason for the notification
a) Position/status PDMR (Chief Financial Officer)
b) Initial Initial notification
notification/Amendment
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 BHP Group Limited ordinary shares
financial instrument, type ISIN: AU000000BHP4
of instrument
Identification code
b) Nature of the transaction 4. The acquisition of 30,964 ordinary shares in BHP Group
Limited following the vesting of Deferred Shares under the
FY2018 Short Term Incentive Plan and 3,931 ordinary
shares in BHP Group Limited in accordance with the
Group’s policy on Dividend Equivalent Payments.
5. The acquisition of 83,940 ordinary shares in BHP Group
Limited following the vesting of the Long Term Incentive
Plan 2015 awards and 17,409 ordinary shares in BHP
Group Limited in accordance with the Group’s policy on
Dividend Equivalent Payments. (The lapse of 90,933 Long
Term Incentive Plan 2015 awards.) *
6. The on-market sale of 65,424 ordinary shares in BHP
Group Limited made in order to meet expected tax
obligations arising from the transactions described in 1 and
2.
* The five-year performance period for the 2015 Long Term
Incentive Plan ended on 30 June 2020. Peter Beaven’s 2015
Long Term Incentive Plan award comprised 174,873 awards,
subject to achievement of the relative Total Shareholder Return
performance conditions and a holistic “look back” review of
performance over the five-year period by the Remuneration
Committee. For the award to vest in full, Total Shareholder
Return must exceed a Peer Group Total Shareholder Return
(for 67 per cent of the award) and an Index Total Shareholder
Return (for 33 per cent of the award) by an average of 5.5 per
cent per year for five years, being 30.7 per cent in total
compounded over the performance period from 1 July 2015 to
30 June 2020. Total Shareholder Return includes returns to
BHP shareholders in the form of share price movements along
with dividends paid and reinvested in BHP (including cash and
in-specie dividends). BHP’s Total Shareholder Return
performance was positive 29.0 per cent over the five-year
period from 1 July 2015 to 30 June 2020. This is above the
weighted median Peer Group Total Shareholder Return of
positive 9.6 per cent and below the Index Total Shareholder
Return of positive 38.5 per cent over the same period. This level
of performance results in 48 per cent vesting for the 2015 Long
Term Incentive Plan awards. The Remuneration Committee
reviewed performance holistically over the five-year period, and
determined that it was appropriate to allow 48 per cent of the
2015 Long Term Incentive Plan awards to vest.
c) Price(s) and volume(s) Price(s) Volume(s)
1. Nil 34,895
2. Nil 101,349
3. AUD 39.32 65,424
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 4. 2020-08-19
5. 2020-08-19
6. 2020-08-19
f) Place of the transaction 1. Outside a trading venue
2. Outside a trading venue
3. Australian Securities Exchange (XASX)
1 Details of the person discharging managerial responsibilities / persons closely
associated
a) Name Daniel Malchuk
2 Reason for the notification
a) Position/status PDMR (President Minerals Americas)
b) Initial Initial notification
notification/Amendment
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 BHP Group Limited ordinary shares
financial instrument, type ISIN: AU000000BHP4
of instrument
Identification code
b) Nature of the transaction 7. The acquisition of 33,686 ordinary shares in BHP Group
Limited following the vesting of Deferred Shares under the
FY2018 Short Term Incentive Plan and 4,277 ordinary
shares in BHP Group Limited in accordance with the
Group’s policy on Dividend Equivalent Payments.
8. The acquisition of 83,940 ordinary shares in BHP Group
Limited following the vesting of the Long Term Incentive
Plan 2015 awards and 17,409 ordinary shares in BHP
Group Limited in accordance with the Group’s policy on
Dividend Equivalent Payments. (The lapse of 90,933 Long
Term Incentive Plan 2015 awards.) *
9. The on-market sale of 56,934 ordinary shares in BHP
Group Limited made in order to meet expected tax
obligations arising from the transactions described in 1 and
2.
* The five-year performance period for the 2015 Long Term
Incentive Plan ended on 30 June 2020. Daniel Malchuk’s 2015
Long Term Incentive Plan award comprised 174,873 awards,
subject to achievement of the relative Total Shareholder Return
performance conditions and a holistic “look back” review of
performance over the five-year period by the Remuneration
Committee. For the award to vest in full, Total Shareholder
Return must exceed a Peer Group Total Shareholder Return
(for 67 per cent of the award) and an Index Total Shareholder
Return (for 33 per cent of the award) by an average of 5.5 per
cent per year for five years, being 30.7 per cent in total
compounded over the performance period from 1 July 2015 to
30 June 2020. Total Shareholder Return includes returns to
BHP shareholders in the form of share price movements along
with dividends paid and reinvested in BHP (including cash and
in-specie dividends). BHP’s Total Shareholder Return
performance was positive 29.0 per cent over the five-year
period from 1 July 2015 to 30 June 2020. This is above the
weighted median Peer Group Total Shareholder Return of
positive 9.6 per cent and below the Index Total Shareholder
Return of positive 38.5 per cent over the same period. This level
of performance results in 48 per cent vesting for the 2015 Long
Term Incentive Plan awards. The Remuneration Committee
reviewed performance holistically over the five-year period, and
determined that it was appropriate to allow 48 per cent of the
2015 Long Term Incentive Plan awards to vest.
c) Price(s) and volume(s) Price(s) Volume(s)
1. Nil 37,963
2. Nil 101,349
3. AUD 39.32 56,934
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 7. 2020-08-19
8. 2020-08-19
9. 2020-08-19
f) Place of the transaction 1. Outside a trading venue
2. Outside a trading venue
3. Australian Securities Exchange (XASX)
1 Details of the person discharging managerial responsibilities / persons closely
associated
a) Name Edgar Basto-Baez
2 Reason for the notification
a) Position/status PDMR (President Minerals Australia)
b) Initial Initial notification
notification/Amendment
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 1. BHP Group Limited ordinary shares
financial instrument, type ISIN: AU000000BHP4
of instrument
Identification code
b) Nature of the transaction 1. The acquisition of 33,828 ordinary shares in BHP Group
Limited following the vesting of Restricted Shares under the
FY2018 Management Award Plan.
2. The on-market sale of 16,244 ordinary shares in BHP Group
Limited made in order to meet expected tax obligations arising
from the transactions described in 1.
c) Price(s) and volume(s) Price(s) Volume(s)
1 Nil 33,828
2 AUD 39.32 16,244
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1. 2020-08-19
2. 2020-08-19
f) Place of the transaction 1. Outside a trading venue
2. Australian Securities Exchange (XASX)
1 Details of the person discharging managerial responsibilities / persons closely
associated
a) Name Geraldine Slattery
2 Reason for the notification
a) Position/status PDMR (President Petroleum)
b) Initial Initial notification
notification/Amendment
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 BHP Group Limited ordinary shares
financial instrument, type ISIN: AU000000BHP4
of instrument
Identification code
b) Nature of the transaction 1. The acquisition of 34,349 ordinary shares in BHP Group
Limited following the vesting of Restricted Shares under the
FY2018 Management Award Plan.
2. The on-market sale of 8,544 ordinary shares in BHP Group
Limited made in order to meet expected tax obligations arising
from the transactions described in 1.
c) Price(s) and volume(s) Price(s) Volume(s)
1 Nil 34,349
2 AUD 39.32 8,544
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 1. 2020-08-19
2. 2020-08-19
f) Place of the transaction 1. Outside a trading venue
2. Australian Securities Exchange (XASX)
Sponsor: UBS South Africa (Pty) Limited
Date: 21-08-2020 12:40:00
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