TIDMBHP
RNS Number : 1005Z
BHP Group PLC
20 January 2022
20 January 2022
To: London Stock Exchange cc: New York Stock Exchange
JSE Limited
CHAIRMAN'S SPEECHES FOR BHP GROUP PLC SHAREHOLDER MEETINGS
Please find attached the addresses to shareholders to be
delivered by the Chairman at the BHP Group Plc scheme and general
meetings that will be held today.
A poll will be conducted on each of the resolutions to be
proposed at the BHP Group Plc scheme and general meetings. The poll
results on these resolutions will be released to the market shortly
after conclusion of the BHP Group Plc general meeting.
A live webcast of both of the BHP Group Plc meetings will be
available at https://web.lumiagm.com/123-885-895 .
Further information on BHP can be found at bhp.com.
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
BHP Group plc
Registration number 3196209
LEI 549300C116EOWV835768
Registered in England and Wales
Registered Office: Nova South, 160 Victoria Street
London SW1E 5LB United Kingdom
A member of the BHP Group which is headquartered in
Australia
BHP Group Plc Scheme Meeting
Speech by Ken MacKenzie, Chair
20 January 2022
BHP Group Plc Scheme Meeting
20 January 2022
Ken MacKenzie, Chair
We believe BHP is in a strong position.
Our people have proven their resilience during challenging
times, our balance sheet is strong, as is our performance culture,
and we have a clear strategy in place focused on shaping the
company to meet the world's needs and deliver long-term shareholder
value.
In August last year, we announced our intention to make a number
of strategic changes that will ensure BHP is in the best position
to capture the opportunities presented as our world evolves.
At the centre of these changes was the announcement of our
intention to unify BHP's corporate structure under BHP Group
Limited.
Since that announcement, we have worked through that process and
the Board approved the proposal in December.
And now it is up to you as our shareholders to decide whether
BHP unifies.
We are here today to discuss this proposal with you, take your
questions and put the proposal to a shareholder vote.
First, I think it is important to set out some background
regarding our current Dual Listing Company structure - better known
as our DLC.
This structure was established with the BHP and Billiton merger
in 2001.
The DLC structure comprises two parent companies - BHP Group Plc
and BHP Group Limited - operating as a single economic entity.
While shareholders in both Plc and Limited have equivalent
shareholder and economic rights, there are two share registries and
two share prices - BHP Group Plc has its primary listing on the
London Stock Exchange, while BHP Group Limited has its listing on
the Australian Securities Exchange.
This structure has served us well for a number of years.
However, the Board and Management believe that its suitability for
us has diminished over time.
So why unify now?
As we have stated previously, we have kept our DLC structure
under review because as an organisation, we value simplicity and
having two parent companies listed in two locations is complex and
managing them requires significant management time and focus.
In addition, over time, the makeup of our organisation has
changed. We are not the same Group we were in 2001.
When the DLC was first established in 2001, about 40 per cent of
the earnings were generated through the UK Plc entity.
Due to changes to our portfolio over the years, this is now down
below 5 per cent today.
Put simply, the DLC structure is no longer the optimal
configuration for BHP.
However, even though this reality has emerged over time, the
business case for unwinding the DLC has not been compelling enough
to make the change - until now.
A key driver is cost.
Today, one-off unification costs have come down substantially -
by approximately 1.2 billion US dollars since
2017. These are now expected to range between 350 to 450 million US dollars.
Under the proposed structure, a significant part of these
unification costs relate to stamp duties to be paid by BHP for the
purchase of Plc shares.
As a result, our most recent review of the DLC concluded that
now was the right time to unify - facilitating a corporate
structure that better supports the BHP of today and the BHP of
tomorrow, and the value that will be delivered for our shareholders
and stakeholders as a result.
So what does this mean for shareholders?
From an overarching standpoint, it will mean shareholders will
have a company with a corporate structure that is 'fit-for-purpose'
- to support the BHP we are today and our exciting future.
In addition, shareholders will be able to buy the same BHP
shares around the world via BHP Group Limited's listings on the
Australian, London and Johannesburg stock exchanges as well as our
NYSE listed ADR program.
We believe these benefits are significant for our future,
underpin our strategy and support long-term shareholder value
creation.
Now turning to the proposal in more detail.
A unified BHP will, through BHP Group Limited, have a primary
listing on the Australian Securities Exchange, a standard listing
on the London Stock Exchange, a secondary listing on the
Johannesburg Stock Exchange, and a Level 2 ADR program on the New
York Stock Exchange. This means that shareholders can continue to
invest in BHP in the same markets as they do now.
Plc shareholders will be entitled to receive Limited shares in
exchange for each Plc share held by them at the relevant time on a
one-for-one basis.
Importantly, the dividend policy and ability to distribute
franking credits will remain the same. And BHP's considerable
franking credit balance means that dividends paid to non-Australian
shareholders will not be subject to Australian withholding tax for
the foreseeable future.
It will also not change BHP's strong fundamentals - it will not
change BHP's underlying assets nor operations, workforce, executive
leadership team, Board or cash flow generation, or our commitment
to strong governance and social value.
As a result, the Board is strongly supportive of the move to
unification and the benefits it will bring.
To conclude, the DLC has served us well for many years. However,
its suitability for our organisation has diminished over time.
Today BHP's portfolio is simpler and focused on growing
long-term value from future-facing commodities.
And we require a corporate structure that supports this - that
is fit-for-purpose.
We believe now is the right time to take this step.
Unification will only proceed if it is supported by both Plc and
Limited shareholders.
Your Directors consider that unification is in the best
interests of BHP Shareholders as a whole, and each of your
Directors intends to vote all BHP Shares that they own or control
in favour of the resolutions at each of the shareholder meetings
today. As is customary in Australia, an Independent Expert, Grant
Samuel, has also concluded that unification is in the best
interests of BHP Shareholders.
The Board unanimously recommends that you vote in favour of
unification and we ask for your consideration and support for the
unification of BHP.
The Chair then conducted the formal item of business.
BHP Group Plc General Meeting
Speech by Ken MacKenzie, Chair
20 January 2022
BHP Group Plc General Meeting
20 January 2022
Ken MacKenzie, Chair
Many of you will have heard the discussion at the earlier scheme
meeting regarding the benefits of unification, but for those who
have just joined us, I will provide some background to the
rationale for and the benefits of unification.
The DLC structure was established with the BHP and Billiton
merger in 2001 and comprises two parent companies - BHP Group Plc
and BHP Group Limited - operating as a single economic entity.
This structure has served us well for a number of years,
however, the Board and Management believe that its suitability has
diminished over time as the company evolved.
Unification will result in a corporate structure that's simpler
and more efficient, with improved flexibility to shape our
portfolio for the future.
However, for a long time, the business case for unwinding the
DLC has not been compelling enough to make the change - until
now.
A key driver is cost.
Today, one-off unification costs have come down substantially -
by approximately 1.2 billion US dollars since 2017.
These are now expected to range between 350 to 450 million US
dollars - with a significant part of these costs relating to stamp
duties to be paid by BHP for the purchase of Plc shares.
So what does this mean for you as Plc shareholders if BHP
unifies?
You will have a company with a corporate structure that is
'fit-for-purpose' - to support the BHP we are today and for our
exciting future.
A unified BHP will, through BHP Group Limited, have a primary
listing on the Australian Securities Exchange, a standard listing
on the London Stock Exchange, a secondary listing on the
Johannesburg Stock Exchange, and a Level 2 ADR program on the New
York Stock Exchange, and investors will be able to buy the same BHP
shares around the world.
You will be entitled to receive Limited shares in exchange for
each Plc share held by you at the relevant time on a one-for-one
basis.
BHP's Board, management team, underlying assets and operations,
workforce, cash flow generation will not change as a result of
unification. Neither will our dividend policy or our commitment to
strong governance and social value.
To conclude, we require a corporate structure that is
fit-for-purpose and that better supports the BHP of today and the
BHP of tomorrow.
Unification will provide this, but will only proceed if it is
supported by both Limited and Plc shareholders.
Your Directors consider that unification is in the best
interests of BHP Shareholders as a whole, and intend to vote all
BHP Shares that they own or control in favour of the resolutions at
each of the shareholder meetings today. As is customary in
Australia, an Independent Expert, Grant Samuel, has also concluded
that unification is in the best interests of BHP Shareholders.
The Board unanimously recommends that you vote in favour of
unification and we ask for your support for the unification of
BHP.
The Chair then conducted the formal items of business.
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END
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