Woodside Energy Group Ltd 6-K, filed Jun 8, 2022
Woodside Energy Group Ltd (WDS)
About this 6-K
Woodside Energy Group Ltd filed this 6-K on June 8, 2022.
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
of the Securities Exchange Act of 1934
For the month of June 2022
Woodside Energy Group Ltd
(Translation of Registrant’s Name into English)
333-264268
(Commission File Number)
Woodside Energy Group Ltd
Mia Yellagonga, 11 Mount Street
Perth, Western Australia 6000
Australia
(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): ☐
INCORPORATION BY REFERENCE
Exhibit 99.1 to this report on Form 6-K is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933.
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.
Date: June 8, 2022
| WOODSIDE ENERGY GROUP LTD | ||
| By: | /s/ Warren Baillie | |
| Warren Baillie | ||
| Corporate Secretary | ||
Exhibit 99.1
Woodside Energy Group Ltd
ACN 004 898 962
Mia Yellagonga
11 Mount Street
Perth WA 6000
Australia
T +61 8 9348 4000
www.woodside.com
ASX: WDS
NYSE: WDS
LSE: WDS
Announcement
Wednesday, 8 June 2022
APPENDIX 3Y (CHANGE OF DIRECTOR’S INTEREST NOTICES)
In accordance with the Listing Rules, please see attached announcement relating to the above, for release to the market.
| Contacts:
|
||||
| INVESTORS
Damien Gare W: +61 8 9348 4421 M: +61 417 111 697 E: investor@woodside.com |
MEDIA
Christine Forster M: +61 484 112 469 E: christine.forster@woodside.com |
This announcement was approved and authorised for release by Woodside’s Disclosure Committee.
Page 1 of 1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Woodside Energy Group Ltd | |||
| ABN | 55 004 898 962 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Marguerite (Meg) Eileen O’Neill | |||
| Date of last notice | 17 August 2021 |
Part 1 – Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Performance Rights (PRs): Direct Restricted Shares: Indirect |
|||
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Beneficial interest in ordinary fully paid shares (Restricted Shares) held by CPU Share Plans Pty Limited as trustee under the Executive Incentive Scheme (EIS). |
|||
| Date of change |
2 June 2022 |
|||
| No. of securities held prior to change |
Direct: 133,366 ordinary shares 55,366 PRs granted under the EIS
Indirect: 96,286 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS. |
|||
| Class |
Ordinary |
|||
| Number acquired |
97,983 Restricted Shares under the EIS 51,122 PRs under the EIS |
|||
| Number disposed |
Nil |
|||
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Consideration is the provision of services under an executive employment agreement.
Estimated offer value of A$21.84 per share. The allocations of Restricted Shares and PRs were approved by shareholders at the company’s AGM on 19 May 2022. |
|||
| No. of securities held after change |
Direct: 147,463 ordinary shares 106,488 PRs under the EIS
Indirect: 180,172 Restricted Shares held by CPU Share Plans Pty Limited as trustee under the EIS.
Note : Note: The direct and indirect figures also reflect the transfer of Restricted Shares (indirect) on vesting to Ms O’Neill (direct) – see below for further details. |
|||
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
97,983 Restricted Shares and 51,122 PRs allocated on 2 June 2022 in accordance with the terms of the EIS and item 5 passed by shareholders at the 2022 Annual General Meeting (AGM) held on 19 May 2022.
14, 097 Restricted Shares (indirect) vested in accordance with the terms of the EIS and were transferred from CPU Share Plans Pty Limited as trustee under the EIS to Ms O’Neill (and are now held directly).
The key terms of the Restricted Shares and PRs are set out in the Notice of Annual General Meeting 2022 and the 2021 Remuneration Report, which appears on pages 69 to 93 of the Annual Report 2021. |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract |
N/A | |||
| Nature of interest |
N/A | |||
| Name of registered holder (if issued securities) |
N/A | |||
| Date of change |
N/A | |||
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A | |||
| Interest acquired |
N/A | |||
| Interest disposed |
N/A | |||
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |||
| Interest after change |
N/A |
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No | |||
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A | |||
| If prior written clearance was provided, on what date was this provided? | N/A |
+ See chapter 19 for defined terms.
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Woodside Energy Group Ltd (Woodside) | |||
| ABN | 55 004 898 962 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Richard James Barr Goyder | |||
| Date of last notice | 1 March 2019 |
Part 1 – Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect | |||
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Beneficial interest in ordinary shares held in ordinary fully paid shares held by Invia Custodian Pty Limited (Account: Warrangi Trust) | |||
| Date of change |
1 June 2022 | |||
| No. of securities held prior to change |
(1) 20,300 ordinary fully paid shares held by Invia Custodian Pty Limited as trustee for the Warrangi Trust (2) 3,334 ordinary fully paid shares held by Invia Custodian Pty Limited as trustee for the R & J Goyder Superannuation Fund |
|||
| Class |
Ordinary | |||
| Number acquired |
2,529 | |||
| Number disposed |
Nil | |||
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$29.76 per share | |||
| No. of securities held after change |
(1) 22,829 ordinary fully paid shares held by Invia Custodian Pty Limited as trustee for the Warrangi Trust (2) 3,334 ordinary fully paid shares held by Invia Custodian Pty Limited as trustee for the R & J Goyder Superannuation Fund |
|||
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
BHP Group Ltd (BHP) received Woodside shares on 1 June 2022 as consideration for the sale of BHP Petroleum. BHP distributed the Woodside shares to Invia Custodian Pty Limited as an eligible BHP shareholder in line with the details described in BHP’s ASX announcement on 20 May 2022. |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract |
N/A | |||
| Nature of interest |
N/A | |||
| Name of registered holder (if issued securities) |
N/A | |||
| Date of change |
N/A | |||
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A | |||
| Interest acquired |
N/A | |||
| Interest disposed |
N/A | |||
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |||
| Interest after change |
N/A |
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No | |||
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A | |||
| If prior written clearance was provided, on what date was this provided? | N/A |
+ See chapter 19 for defined terms.
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Woodside Energy Group Ltd (Woodside) | |||
| ABN | 55 004 898 962 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Gene Thomas TILBROOK | |||
| Date of last notice | 16 March 2018 |
Part 1 – Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest |
(1) Direct (2) Indirect |
|||
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Beneficial interest in ordinary fully paid shares held by Invia Custodian Pty Limited (Account: GT Tilbrook Super Fund) |
|||
| Date of change |
1 June 2022 |
|||
| No. of securities held prior to change |
(1) Direct: 5,280 ordinary fully paid shares (2) Indirect: 2,669 ordinary fully paid shares held by Invia Custodian Pty Limited as trustee for the GT Tilbrook Super Fund |
|||
| Class |
Ordinary |
|||
| Number acquired |
(1) 1,998 (2) Nil |
|||
| Number disposed |
Nil |
|||
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$29.76 per share |
|||
| No. of securities held after change |
(1) Direct: 7,278 ordinary fully paid shares (2) Indirect: 2,669 ordinary fully paid shares held by Invia Custodian Pty Limited as trustee for the GT Tilbrook Super Fund |
|||
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
BHP Group Ltd (BHP) received Woodside shares on 1 June 2022 as consideration for the sale of BHP Petroleum. BHP distributed the Woodside shares to Gene Tilbrook as an eligible BHP shareholder in line with the details described in BHP’s ASX announcement on 20 May 2022. |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract |
N/A | |||
| Nature of interest |
N/A | |||
| Name of registered holder (if issued securities) |
N/A | |||
| Date of change |
N/A | |||
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A | |||
| Interest acquired |
N/A | |||
| Interest disposed |
N/A | |||
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A | |||
| Interest after change |
N/A |
Part 3 – +Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No | |||
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A | |||
| If prior written clearance was provided, on what date was this provided? | N/A |
+ See chapter 19 for defined terms.
| Appendix 3Y Page 2 | 01/01/2011 |