TIDMBHP
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: 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
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 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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END
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January 31, 2022 01:59 ET (06:59 GMT)
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