REG - BHP Group Limited - Unification scheme becomes effective

BHPAnnouncement

31/01/2022 07:00

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RNS Number : 0639A  BHP Group Limited  31 January 2022

NEWS RELEASE

 Release Time  IMMEDIATE
 Date          31 January 2022
 Number        05/22

BHP UNIFICATION - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

_______________________________________________________________

 

On 25 January 2022, BHP announced that the UK Court had sanctioned the BHP
Group Plc (Plc) scheme of arrangement (the Plc Scheme) to effect the
unification of BHP's corporate structure. BHP is pleased to confirm that the
Plc Scheme became effective at approximately 9:00pm (GMT) on 28 January 2022
in accordance with its terms and the entire issued and to be issued share
capital of Plc will be owned by BHP Group Limited (Limited).

Plc Shareholders will receive one New Limited Share for each Plc Share they
held at 9:00pm (GMT) on 28 January 2022. A Plc ADS Holder will receive one New
Limited ADS for each Plc ADS they hold at 9:30am (EST) on 31 January 2022.

Plc Shareholders will receive New Limited Shares (or an equivalent interest)
according to the way in which they held their Plc Shares. Further details and
relevant definitions are set out in the Shareholder Circular that was
published by BHP on 8 December 2021.

Admission of New Limited Shares and New Limited ADSs to the ASX, JSE and NYSE

The following steps will now occur for implementation of unification:

·    New Limited Shares will commence trading on the ASX on a deferred
settlement basis under the ticker "BHPN" with effect from 10:00am (AEDT)
today, 31 January 2022;

·    Limited Shares, including New Limited Shares, will be admitted to
the JSE under the ticker "BHG" with effect from 9:00am (SAST) on 31 January
2022;

·    Limited Shares, including New Limited Shares, will be admitted to
the standard listing segment of the FCA Official List and to trading on the
Main Market of the LSE under the ticker "BHP" with trading commencing on the
LSE with effect from 8:00am (GMT) on 31 January 2022; and

·    New Limited ADSs will be admitted to trading on the NYSE under the
ticker "BHP" with trading expected to commence with effect from 9:30am (EST)
on 31 January 2022.

Normal trading in New Limited Shares on the ASX under the ticker "BHP" is
expected to commence at 10:00am (AEDT) on 2 February 2022.

2,112,071,796 New Limited Shares have been issued and allotted for the
purposes of Unification, which represents approximately 42% of the total
number of Limited Shares. Today, BHP Group Limited's total issued ordinary
share capital consists of 5,062,323,190 ordinary shares. This figure may be
used by shareholders to determine whether they are required to notify their
interest, or change to their interest, in BHP Group Limited for relevant
disclosure requirements.

Cancellation of Plc listings

The FCA will cancel the listing of Plc Shares on the premium listing segment
of the Official List and the LSE will cease trading of Plc Shares on the Main
Market of the LSE, each with effect from 8:00am (GMT) on 31 January 2022.

Trading in Plc Shares on the JSE will be suspended with effect from 9:00am
(SAST) on 31 January 2022 and Plc's listing on the JSE is expected to be
cancelled at 9:00am (SAST) on 4 February 2022.

On 31 January 2022, it is expected that the NYSE will file with the US
Securities and Exchange Commission (the SEC) a notification to effect the
de-listing of the Plc ADSs from the NYSE and the Plc ADSs will no longer be
listed on the NYSE. In addition, Plc intends to file a certification on Form
15 with the SEC requesting the termination of registration of Plc ADSs under
the US Securities Exchange Act of 1934, as amended, and of Plc's reporting
obligations thereunder with respect to the Plc ADSs.

Amended Limited Constitution

BHP Group Limited's amended constitution, as approved by Limited Shareholders
at the Limited GM on 20 January 2022 becomes effective today and a copy has
been separately provided to the ASX and is available at bhp.com.

Updates to Non-executive Directors' letters of appointment and CEO contract

Each of the Non-executive Directors' letters of appointment will be amended to
reflect that each Non-executive Director will only be serving as a
Non-executive Director of BHP Group Limited (and not of BHP Group Plc) from 1
February 2022.

In addition, certain amendments are being made to Mr Henry's contract of
employment. Mr Henry's contract will be amended, with effect from 1 February
2022, to reflect that Mr Henry will only be serving as the Chief Executive
Officer of BHP Group Limited (and not of BHP Group Plc). BHP is also taking
this opportunity to make a number of further amendments to Mr Henry's contract
for general improvement purposes. The key amendments are new provisions
relating to COVID-19 matters (such as testing and vaccination) and malus and
clawback under incentive grants.

 

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                                       Dinesh Bishop

 Tel: +61 3 9609 3830  Mobile: +61 411 071 715          Mobile: +61 407 033 909

 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

 Judy Dane                                              Brian Massey

 Tel: +1 713 961 8283  Mobile: +1 713 299 5342          Tel: +1 713 296 7919  Mobile: +1 832 870 7677

 BHP Group Limited ABN 49 004 028 077                   BHP Group plc Registration number 3196209

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 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

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Disclaimer

BHP makes no representation or warranty as to the appropriateness, accuracy,
completeness or reliability of the information in this release.

This release is for information purposes only and is not intended to and does
not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for or otherwise acquire or dispose of any
BHP securities or the solicitation of any vote or approval in any jurisdiction
pursuant to unification or otherwise, nor will there be any sale, issuance or
transfer of any BHP securities pursuant to unification or otherwise in any
jurisdiction in contravention of applicable law. This release does not
constitute a prospectus or prospectus equivalent document.

Prior to making any decision in relation to any securities in BHP, investors
should read the Shareholder Circular and the Prospectus in their entirety,
including the information incorporated by reference. Investors must rely upon
their own examination, analysis and enquiries of BHP and the terms of the
Shareholder Circular and Prospectus, including the merits and risks involved.

Forward looking statements

This release contains forward looking statements, including statements
regarding: plans, strategies and objectives of management; approval of certain
projects and consummation of certain transactions; unification, including, but
not limited to, the perceived benefits of unification and expectations around
the impact of unification on the BHP Group; future performance and future
opportunities. Forward-looking statements may be identified by the use of
terminology, including, but not limited to, 'intend', 'aim', 'project', 'see',
'anticipate', 'estimate', 'plan', 'objective', 'believe', 'expect', 'commit',
'may', 'should', 'need', 'must', 'will', 'would', 'continue', 'forecast',
'guidance', 'trend' or similar words. These statements discuss future
expectations concerning the results of assets or financial conditions, or
provide other forward-looking information.

These forward looking statements are based on management's current
expectations and reflect judgments, assumptions, estimates and other
information available as at the date of this release. These statements do not
represent guarantees or predictions of future financial or operational
performance, and involve known and unknown risks, uncertainties and other
factors, many of which are beyond our control, and which may cause actual
results to differ materially from those expressed in the statements contained
in this release. The BHP Group cautions against reliance on any
forward-looking statements or guidance, including in light of the current
economic climate and the significant volatility, uncertainty and disruption
arising in connection with Covid-19.

Forward-looking statements contained in this release apply only as at the date
of this release. To the extent required by the FCA Listing Rules, the
Disclosure Guidance and Transparency Rules, the Prospectus Regulation Rules,
the ASX Listing Rules and other applicable regulations, BHP will update or
revise the information in this release. Otherwise, BHP will have no obligation
publicly to update or revise any forward-looking statement, whether as a
result of new information or future developments.

No profit forecasts or estimates

No statement in this release is intended as a profit forecast or estimate and
no statement in this release should be interpreted to mean that earnings per
share for the most recent, current or future financial years would necessarily
match or exceed the historical published earnings per share.

Notice to overseas shareholders

The distribution of this release into a jurisdiction other than the United
Kingdom or Australia may be restricted by law and therefore persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such jurisdiction. No
action has been or will be taken by the BHP to distribute this release in any
jurisdiction where action for that purpose may be required or doing so is
restricted by law. Accordingly, this release may not be distributed or
published in any jurisdiction except under circumstances that will result in
compliance with any applicable laws and regulations.

Notice to US investors

The securities to be issued by Limited in connection with Unification have not
been, and will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or the securities laws of any state or
other jurisdiction of the United States. Any securities issued in connection
with Unification will be issued in reliance on the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof on the basis of the approval of the High Court of Justice in
England and Wales.

 

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