TIDMBHP
RNS Number : 1421Z
BHP Group PLC
20 January 2022
NEWS RELEASE
Release Time IMMEDIATE
Date 20 January 2022
Number 03/22
RESULTS OF THE BHP GROUP SHAREHOLDER MEETINGS IN CONNECTION WITH
UNIFICATION
_______________________________________________________________
BHP Shareholders approve Unification Resolutions
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. BHP is pleased to announce that
BHP Shareholders have approved each of the unification resolutions
at the BHP Group Limited General Meeting, the BHP Group Plc Scheme
Meeting and the BHP Group Plc General Meeting.
Attached are the results of the business conducted at the BHP
Group Limited General Meeting, held virtually in Australia on 20
January 2022, and both the BHP Group Plc Scheme Meeting and the BHP
Group Plc General Meeting that were held in London, United Kingdom
on 20 January 2022. A poll was conducted on each of the proposed
resolutions and the poll results for each meeting are attached.
The final proxy position for each meeting is detailed in
Appendix 1. The additional information required by the United
Kingdom Companies Act 2006 in respect of the BHP Group Plc Scheme
Meeting and the BHP Group Plc General Meeting is provided in
Appendix 2.
Copies of the resolutions approved at each of the meetings have
been submitted to the FCA National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of
the proposed amendments to the BHP Group Plc articles of
association together with a copy of the BHP Group Plc articles of
association adopted at the BHP Group Plc General Meeting are also
available for inspection on the FCA National Storage Mechanism.
Next steps and expected timetable of events
Unification involves a scheme of arrangement and still requires
the UK Court's sanction of the Plc Scheme. The Court Sanction
Hearing is expected to take place on 25 January 2022. The dates and
times in the detailed timetable as set out in the Shareholder
Circular published by BHP on 8 December 2021 remain unchanged.
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
The poll results for the BHP Group Limited general meeting are
as follows:
Business Votes For %* Votes Against %* Total Votes Abstentions** Result
Cast
To approve
the amendments
to the Constitution
of BHP Group
1 Limited 1,384,096,213 97.63 33,567,895 2.37 1,417,664,108 3,408,584 Carried
--------------------- -------------- ------ -------------- ----- -------------- -------------- --------
To approve
the terms
of the Limited
Special Voting
Share Buy-back
2 Agreement 1,383,908,921 97.61 33,946,024 2.39 1,417,854,945 3,216,466 Carried
--------------------- -------------- ------ -------------- ----- -------------- -------------- --------
To approve
the terms
of the DLC
Dividend Share
3 Buy-back Agreement 1,383,947,661 97.61 33,881,125 2.39 1,417,828,786 3,242,625 Carried
--------------------- -------------- ------ -------------- ----- -------------- -------------- --------
To approve
the Class
Rights Actions
in connection
with the Plc
Special Voting
4 Share Buy-back 1,383,581,955 97.60 34,037,763 2.40 1,417,619,718 3,448,963 Carried
--------------------- -------------- ------ -------------- ----- -------------- -------------- --------
To approve
the Class
Rights Action
in connection
with the change
in status
of BHP Group
Plc from a
public listed
company to
a private
5 limited company 1,383,561,376 97.61 33,807,442 2.39 1,417,368,818 3,702,593 Carried
--------------------- -------------- ------ -------------- ----- -------------- -------------- --------
*Rounded to two decimal places
**A vote abstained is not counted in the calculation of the
proportion of votes for and against each resolution.
The poll results for the BHP Group Plc scheme meeting are as
follows:
Business Results of Scheme Shares Scheme Shareholders No. of Scheme
the Court voted who voted** Shares voted
Meeting as a % of the
Scheme Shares
eligible to be
voted at the
Court Meeting*
Number %* Number %*
-------------- ------ ----------- ---------
To approve
the Plc Scheme
proposed
to be made
between BHP
Group Plc
and the Scheme
1 Shareholders For 1,365,986,837 96.12 1,180 83.99 64.68
---------------- ----------- -------------- ------ ----------- --------- ----------------
Against 55,108,121 3.88 225 16.01 2.61
---------------- ----------- -------------- ------ ----------- --------- ----------------
Total 1,421,094,958 100 1,405 100 67.28
---------------- ----------- -------------- ------ ----------- --------- ----------------
*Rounded to two decimal places
** Where a Scheme Shareholder has cast come of their votes "for"
and some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
of Scheme Shareholders who voted as set out in this column
The poll results for the BHP Group Plc general meeting are as
follows:
Business Votes For %* Votes Against %* Total Votes Votes withheld** Result
Cast
To approve that
the directors
of BHP Group
Plc be authorised
to take all
such action
as they may
consider necessary
or appropriate
for carrying
the Plc Scheme
and Unification
1 into effect 1,374,794,713 97.17 40,065,268 2.83 1,414,859,981 2,151,451 Carried
---------------------- -------------- ------ -------------- ----- -------------- ----------------- --------
To approve the
terms of the
Plc Special
Voting Share
2 Buy-back Agreement 1,373,958,053 97.15 40,244,570 2.85 1,414,202,623 2,134,680 Carried
---------------------- -------------- ------ -------------- ----- -------------- ----------------- --------
To approve the
Class Rights
Actions in connection
with the Plc
Special Voting
3 Share Buy-back 1,373,938,613 97.15 40,244,632 2.85 1,414,183,245 2,154,058 Carried
---------------------- -------------- ------ -------------- ----- -------------- ----------------- --------
To approve the
amendments to
the articles
of association
of BHP Group
4 Plc 1,374,300,175 97.18 39,855,970 2.82 1,414,156,145 2,181,158 Carried
---------------------- -------------- ------ -------------- ----- -------------- ----------------- --------
To approve the
Class Rights
Action in connection
with the change
in status of
BHP Group Plc
from a public
listed company
to a private
5 limited company 1,374,258,391 97.18 39,894,522 2.82 1,414,152,913 2,184,390 Carried
---------------------- -------------- ------ -------------- ----- -------------- ----------------- --------
*Rounded to two decimal places
**A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes for and against each
resolution.
APPIX 1
BHP Group Limited general meeting - Final Proxy Position
1 To approve the amendments to the Constitution of
BHP Group Limited
Total number of votes exercisable by all proxies
* validly appointed 1,416,951,053
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,371,737,763
- was to vote against the resolution 33,567,633
- was to abstain on the resolution 3,101,056
- may vote at the proxy's discretion 11,645,657
2 To approve the terms of the Limited Special Voting
Share Buy-back Agreement
Total number of votes exercisable by all proxies
* validly appointed 1,417,147,588
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,371,501,002
- was to vote against the resolution 33,946,009
- was to abstain on the resolution 2,904,521
- may vote at the proxy's discretion 11,700,577
3 To approve the terms of the DLC Dividend Share
Buy-back Agreement
Total number of votes exercisable by all proxies
* validly appointed 1,417,121,429
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,371,529,378
- was to vote against the resolution 33,880,963
- was to abstain on the resolution 2,930,680
- may vote at the proxy's discretion 11,711,088
4 To approve the Class Rights Actions in connection
with the Plc Special Voting Share Buy-back
Total number of votes exercisable by all proxies
* validly appointed 1,416,913,608
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,371,177,778
- was to vote against the resolution 34,037,748
- was to abstain on the resolution 3,136,771
- may vote at the proxy's discretion 11,698,082
5 To approve the Class Rights Action in connection
with the change in status of BHP Group Plc from
a public listed company to a private limited company
Total number of votes exercisable by all proxies
* validly appointed 1,416,661,476
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,371,151,781
- was to vote against the resolution 33,807,442
- was to abstain on the resolution 3,390,633
- may vote at the proxy's discretion 11,702,253
BHP Group Plc scheme meeting - Final Proxy Position
1 To approve the Plc Scheme proposed to be made between
BHP Group Plc and the Scheme Shareholders
Total number of votes exercisable by all proxies
* validly appointed 1,421,093,519
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,365,976,697
- was to vote against the resolution 55,106,681
- may vote at the proxy's discretion 10,141
BHP Group Plc general meeting - Final Proxy Position
1 To approve that the directors of BHP Group Plc
be authorised to take all such action as they may
consider necessary or appropriate for carrying
the Plc Scheme and Unification into effect
Total number of votes exercisable by all proxies
* validly appointed 1,417,011,439
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,374,769,785
- was to vote against the resolution 40,065,268
- was to withhold voting on the resolution 2,151,451
- may vote at the proxy's discretion 24,935
2 To approve the terms of the Plc Special Voting
Share Buy-back Agreement
Total number of votes exercisable by all proxies
* validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,373,932,710
- was to vote against the resolution 40,244,570
- was to withhold voting on the resolution 2,134,680
- may vote at the proxy's discretion 25,350
3 To approve the Class Rights Actions in connection
with the Plc Special Voting Share Buy-back
Total number of votes exercisable by all proxies
* validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,373,913,270
- was to vote against the resolution 40,244,632
- was to withhold voting on the resolution 2,154,058
- may vote at the proxy's discretion 25,350
4 To approve the amendments to the articles of association
of BHP Group Plc
Total number of votes exercisable by all proxies
* validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,374,274,268
- was to vote against the resolution 39,855,970
- was to withhold voting on the resolution 2,181,158
- may vote at the proxy's discretion 25,914
5 To approve the Class Rights Action in connection
with the change in status of BHP Group Plc from
a public listed company to a private limited company
Total number of votes exercisable by all proxies
* validly appointed 1,416,337,310
* Total number of votes in respect of which the appointments
specified that the proxy -
- was to vote for the resolution 1,374,230,559
- was to vote against the resolution 39,894,522
- was to withhold voting on the resolution 2,184,390
- may vote at the proxy's discretion 27,839
APPIX 2
Additional Information - BHP Group Plc scheme meeting
For the purposes of section 341 of the United Kingdom's
Companies Act 2006 and in respect of BHP Group Plc, the votes
validly cast as a percentage of the company's total issued share
capital (as at the close of the BHP Group Plc scheme meeting on 20
January 2022) are:
Item of Business Votes Cast
%
To approve the Plc Scheme proposed to be made between
1 BHP Group Plc and the Scheme Shareholders 67.28
Additional Information - BHP Group Plc general meeting
For the purposes of section 341 of the United Kingdom's
Companies Act 2006 and in respect of BHP Group Plc, the votes
validly cast as a percentage of the company's total issued share
capital (as at the close of the BHP Group Plc general meeting on 20
January 2022) are:
Item of Business Votes Cast
%
To approve that the directors of BHP Group Plc
be authorised to take all such action as they may
consider necessary or appropriate for carrying
1 the Plc Scheme and Unification into effect 66.99
2 To approve the terms of the Plc Special Voting 66.96
Share Buy-back Agreement
3 To approve the Class Rights Actions in connection 66.96
with the Plc Special Voting Share Buy-back
4 To approve the amendments to the articles of association 66.96
of BHP Group Plc
5 To approve the Class Rights Action in connection 66.96
with the change in status of BHP Group Plc from
a public listed company to a private limited company
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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
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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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