TIDMBHP
RNS Number : 0295V
BHP Group PLC
08 December 2021
News Release
Release Time IMMEDIATE
Date 8 December 2021
Number 34/21
BHP PUBLISHES SHAREHOLDER DOCUMENTS IN CONNECTION WITH
UNIFICATION PROPOSAL
Publication of Shareholder Circular, Prospectus and Johannesburg
Stock Exchange pre-listing announcement
On 2 December 2021, BHP announced a final Board decision to
unify BHP's corporate structure under its existing Australian
parent company, BHP Group Limited.
Unification will require the approval of BHP Group Limited and
BHP Group Plc shareholders and shareholder meetings will take place
on Thursday 20 January 2022.
Today, BHP has published a Shareholder Circular, a Prospectus
and a Johannesburg Stock Exchange pre-listing announcement which
are available on the BHP website ( www.bhp.com/unify ). A copy of
the relevant documents will also be submitted to the National
Storage Mechanism and will be available in due course for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Shareholder Circular contains the notices of the shareholder
meetings of BHP Group Limited and BHP Group Plc, the advantages,
disadvantages and risks associated with unification and, as is
customary in Australia, an independent expert's report that
concludes that unification is in the best interests of BHP
Shareholders.
BHP Shareholders are encouraged to read the Shareholder Circular
(and the Prospectus for BHP Group Plc shareholders) as these
documents contain important information in relation to
unification.
The BHP Board believes that unification is in the best interests
of Plc Shareholders as a whole, Limited Shareholders as a whole and
BHP Shareholders as a whole, and accordingly unanimously recommends
that shareholders vote in favour of unification. Each of the
Directors intends to vote all BHP shares that they own or control
in favour of the unification resolutions.
Meeting dates
Shareholder meetings will be held sequentially on Thursday 20
January 2022 as follows:
-- First, the BHP Group Limited general meeting will take place in Melbourne at 6:00pm (AEDT).
-- Next, the BHP Group Plc scheme meeting will take place in
London at the later of 10:00am (GMT) and the conclusion or
adjournment of the BHP Group Limited general meeting.
-- Finally, the BHP Group Plc general meeting will take place in
London at the later of 10:30am (GMT) and the conclusion or
adjournment of the BHP Group Plc scheme meeting.
All of the resolutions at each of these meetings must be
approved by the requisite majorities for unification to
proceed.
Further information on these meetings and a detailed timetable
is set out in the Shareholder Circular.
Unification timetable and approvals
If approved by shareholders and all other conditions are
satisfied or waived, unification is expected to complete on 31
January 2022 and the expected last day of trading in BHP Group Plc
shares (including BHP Group Plc shares in the form of ADSs on the
NYSE) would be 28 January 2022 (in the relevant jurisdictions). The
Limited shares that are to be issued in connection with unification
are expected to be admitted to trading on the ASX, LSE, JSE and
Limited ADSs on the NYSE on 31 January 2022.
As unification will involve a UK scheme of arrangement, it will
also require the UK Court's sanction of the scheme. Implementation
of unification also remains subject to approval from the National
Treasury of South Africa and an outstanding competition regulatory
clearance, both of which are intended to be obtained before the
shareholder meetings, and receipt of final approvals in respect of
the admission of Limited's shares to the standard segment of the
FCA Official List and trading on the LSE and the listing of
Limited's shares on the JSE.
(1) National Treasury of South Africa approval to be obtained
pursuant to an application that BHP has made to the South African
Reserve Bank (SARB).
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: Mobile: +61 407 033 909
+61 411 071 715
Europe, Middle East and Africa
Europe, Middle East and Africa
James Bell
Neil Burrows Tel: +44 2078 027 144 Mobile:
Tel: +44 20 7802 7484 Mobile: +44 7961 636 432
+44 7786 661 683
Americas
Americas
Brian Massey
Judy Dane Tel: +1 713 296 7919 Mobile:
Tel: +1 713 961 8283 Mobile: +1 832 870 7677
+1 713 299 5342
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, Registered Office: Nova South,
171 Collins Street 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 Tel +44 20 7802 4000 Fax +44
3 9609 3015 20 7802 4111
Members of the BHP Group which is
headquartered in Australia
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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 unification or as to
whether to invest in the shares in Limited, 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
financial 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 to be issued if Unification is
completed are anticipated to 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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END
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December 08, 2021 11:25 ET (16:25 GMT)
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