REG - BHP Group Limited - Court Approves OZ Minerals Scheme of Arrangement

BHPAnnouncement

17/04/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230417:nRSQ3940Wa&default-theme=true

RNS Number : 3940W  BHP Group Limited  17 April 2023

 Release Time    IMMEDIATE
 Date            17 April 2023
 Release Number  08/23

 To              London Stock Exchange

COURT APPROVES OZ MINERALS SCHEME OF ARRANGEMENT

BHP is pleased to announce that the Federal Court of Australia (the Court)
today made orders approving the scheme of arrangement for BHP Lonsdale
Investments Pty Limited, a wholly owned subsidiary of BHP Group Limited, to
acquire 100% of the shares in OZL (the Scheme).

It is expected that the Scheme will become effective on 18 April 2023 on
lodgement of the Court's orders with the Australian Securities and Investment
Commission and OZL shares will be suspended from trading on the ASX from the
close of trading on that day.

The Scheme is expected to be implemented on 2 May 2023.

OZL's shareholders will be paid total cash consideration of A$28.25 per OZL
share, comprising:

·      the scheme consideration paid by BHP of A$26.50 for each OZL
share held at the scheme record date, which is 7:00pm on 24 April 2023; and

·      a fully franked special dividend paid by OZL of A$1.75 for each
OZL share held on the special dividend record date, which is 7:00pm on 21
April 2023.

The cash payment by BHP will be funded using a combination of BHP's existing
cash reserves and the proceeds of a debt facility.

 

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

 Media Relations                                     Investor Relations

 Email: media.relations@bhp.com                      Email: investor.relations@bhp.com

 Australia and Asia                                  Australia and Asia

 Gabrielle Notley

 Tel: +61 3 9609 3830                                John-Paul Santamaria

Mobile: +61 411 071 715

                                                   Mobile: +61 499 006 018

 Europe, Middle East and Africa

                                                   Europe, Middle East and Africa

 Neil Burrows

                                                   James Bell
 Tel: +44 20 7802 7484

Mobile: +44 7786 661 683                           Tel: +44 2078 027 144

Mobile: +44 7961 636 432

 Americas

                                                   Americas

 Renata Fernandaz

                                                   Monica Nettleton
 Mobile: +56 9 8229 5357

                                                   Mobile: +1 (416) 518-6293

 BHP Group Limited ABN 49 004 028 077

 LEI WZE1WSENV6JSZFK0JC28

 Registered in Australia

 Registered Office: Level 18, 171 Collins Street

 Melbourne Victoria 3000 Australia

 Tel +61 1300 55 4757 Fax +61 3 9609 3015
 BHP Group is headquartered in Australia

 Follow us on social media

Disclaimer and important notice

Forward-looking statements

This announcement may contain forward-looking statements, including statements
regarding the Scheme and related transactions, such as the expected timing and
benefits. Words such as 'anticipate', 'believe', 'aim', 'estimate', 'expect',
'intend', 'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will',
'should', 'seek' and other similar words or expressions identify
forward-looking statements. Forward-looking statements are based on
assumptions and contingencies that are subject to change without notice and
involve known and unknown risks, uncertainties and other factors, including
those associated with the industries in which BHP and OZL operate.  Many of
these risks are beyond the control of BHP and its related bodies corporate and
affiliates, and each of their respective directors, officers, employees,
partners, consultants, contractors, agents, advisers and representatives. It
is believed that the expectations reflected in forward-looking statements are
reasonable, but they may be affected by a range of variables which could cause
results, performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed or implied
by those forward-looking statements or any projections or assumptions on which
those statements are based.

Factors that could cause actual results or performance to differ materially
from those expressed or implied in the forward-looking statements include, but
are not limited to: price fluctuations, actual demand, currency fluctuations,
geotechnical factors, drilling and production results, development progress,
operating results, engineering estimates, reserve estimates, loss of market,
industry competition, environmental risks, physical risks, legislative, fiscal
and regulatory developments, economic and financial markets, conditions in
various countries, approvals and cost estimates. Except as required by
applicable regulations or law, BHP assumes no obligation, and does not
undertake, to update any forward-looking statements or information regularly
in part or whole.

Investors are strongly cautioned not to place undue reliance on
forward-looking statements, particularly in light of the current economic
climate. Forward-looking statements are provided as a general guide only and
should not be relied on as an indication or guarantee of future performance.
These statements may assume the success of the Scheme, OZL's operations or
BHP's business strategies, the success of which may not be realised within the
period for which the forward-looking statements may have been prepared, or at
all. No guarantee, representation or warranty, express or implied, is made as
to the accuracy, likelihood of achievement or reasonableness of any forecasts,
prospects, returns, statements or tax treatment in relation to future matters
contained in this announcement. To the maximum extent permitted by law, none
of BHP, its directors, employees, agents or advisers, nor any other person
accepts any liability for any loss arising from the use of this announcement
or its contents or otherwise arising in connection with it.

 

Limitation of information in relation to OZL

All information in this announcement in relation to OZL has been sourced from
publicly available information in respect of OZL. BHP has conducted due
diligence in relation to the Scheme, but has not independently verified such
information and, to the maximum extent permitted by law, makes no
representation or warranty, expressed or implied, as to the fairness,
accuracy, correctness, completeness or adequacy of any information relating to
OZL. Receipt of additional or updated information may change any
forward-looking statements concerning OZL in this announcement. OZL may have a
different interpretation of the underlying data and release other information
to the market.

 

No offer or solicitation

This communication relates to the Scheme. This communication is not intended
to and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy any securities or a solicitation of any vote or approval
with respect to the Scheme or otherwise, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOALDLBFXZLBBBQ