TIDMBHP
RNS Number : 7719H
BHP Group Limited
08 April 2022
NEWS RELEASE
Release Time IMMEDIATE
Date 8 April 2022
Release Number 11/22
Update on BHP Petroleum and Woodside merger and share
distribution information
BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered
into a share sale agreement (SSA) for the merger of BHP's oil and
gas portfolio with Woodside by an all-stock merger (Merger) on 22
November 2021. On completion of the Merger, the combined company is
expected to have a high margin oil portfolio, long life LNG assets
and the financial resilience to help supply the energy needed for
global growth and development over the energy transition.
Woodside has today published an explanatory memorandum and
notice of meeting for the Woodside shareholder vote scheduled for
19 May 2022. Woodside has also released the Independent Expert's
Report prepared for Woodside shareholders, which has concluded that
the Merger is in the best interests of Woodside shareholders, in
the absence of a superior proposal.
This announcement contains information relevant for BHP
shareholders in respect of the Merger and the proposed in specie
dividend of Woodside ordinary shares (Woodside Shares) to BHP
shareholders.
Highlights
* Completion of the Merger is on track and is targeted
for 1 June 2022, subject to satisfaction of
conditions precedent including approval by Woodside
shareholders.
* BHP is expected to receive 914.8 million newly issued
Woodside Shares at completion and determine a fully
franked in specie dividend of the Woodside Shares to
BHP shareholders.
* BHP shareholders are expected to be entitled to one
Woodside Share for every 5.5340 BHP shares they hold
on the Record Date.
* Based on Woodside's share price of US$25.55 at 6
April 2022, the implied value of BHP Petroleum is
US$23.4 billion. At this valuation, which is subject
to change, the in specie dividend would be US$4.62
with US$1.98 of franking credits being distributed
per BHP share (US$10.0 billion of franking credits in
total).
* Woodside will retain its primary listing on the ASX
and is seeking a standard listing on the LSE and a
sponsored Level III ADR program on the NYSE from
completion of the Merger.
* A share sale facility will be in place for eligible
small BHP shareholders who elect to participate, and
for shareholders who are ineligible to receive
Woodside Shares.
Merger continues to progress
Completion of the Merger is targeted for 1 June 2022 subject to
conditions precedent being satisfied including:
-- approval by Woodside shareholders at the Woodside general
meeting scheduled for 19 May 2022;
-- KPMG Corporate Finance (in its capacity as Woodside's
independent expert) not changing its conclusion that the Merger is
in the best interests of Woodside's shareholders; and
-- approval by the National Offshore Petroleum Titles Administrator (NOPTA).
All required regulatory and competition approvals have been
obtained, other than the NOPTA approval which is expected prior to
completion. If a condition precedent has not been satisfied or
waived by 30 June 2022 either party may terminate the SSA, unless
the parties agree to extend the deadline (which they must consider
in good faith).
Woodside disclosure documents[1]
Woodside has today published an explanatory memorandum and
notice of meeting for the Woodside shareholder vote to approve the
Merger. The Woodside shareholder meeting is scheduled for 19 May
2022.
In addition, Woodside expects to publish the following documents
in mid-April 2022:
-- United Kingdom prospectus (Woodside UK Prospectus), which has
been produced in connection with Woodside's application for
admission of all of its ordinary shares to the standard listing
segment of the Official List and to trading on London Stock
Exchange's (LSE) Main Market for listed securities; and
-- United States registration statement under the US Securities
Act of 1933 (Woodside US Registration Statement) and Woodside has
applied to list its American depositary shares representing
Woodside Shares (Woodside ADSs) on the New York Stock Exchange
(NYSE).
These documents include information on the Woodside Shares that
are intended to be distributed to BHP shareholders in connection
with the Merger via a BHP in specie dividend, and it is expected
that they will be made available (once published) at
https://www.woodside.com.au/investors/woodside-and-bhp-proposed-merger.
The Woodside UK Prospectus is also expected to be submitted by
Woodside to the UK National Storage Mechanism and available in due
course at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
In specie dividend of Woodside Shares to BHP shareholders
On completion, BHP is expected to receive 914,768,948 Woodside
Shares as consideration for the sale of BHP Petroleum. BHP intends
to determine a fully franked in specie dividend and distribute the
Woodside Shares to BHP shareholders on the basis described
below.
The dividend is expected to be paid on 1 June 2022 to each BHP
shareholder on the BHP register[2] at the close of business on 26
May 2022 (Record Date). BHP shareholders will be entitled to a
pro-rata share of the Woodside Shares received by BHP based on the
number of BHP shares they hold on the BHP register on the Record
Date.
The current estimate of the dividend entitlement is that BHP
shareholders will receive one Woodside Share for every 5.5340 BHP
shares. BHP shareholders will be entitled to a whole number of
Woodside Shares, with any entitlement to a fraction of a Woodside
Share that would have otherwise arisen being rounded down to the
nearest whole number.
The rounding treatment in respect of shares held on behalf of
BHP UK depositary interests (DIs) holders and shareholders on the
BHP South African branch share register will be based directly on
the DIs or shares held, respectively.
The arrangements governing the American depositary shares (each
representing two fully paid BHP shares) (BHP ADS) and the BHP CSN
Facility[3] contemplate rounding of entitlements, and the rounding
of the in specie dividend will occur according to the terms and
conditions of those arrangements respectively.
Based on Woodside's share price of US$25.55[4] at 6 April 2022,
the implied value of BHP Petroleum is US$23.4 billion. At this
valuation, which is subject to change, the in specie dividend would
be US$4.62 with US$1.98 of franking credits being distributed per
BHP share (US$10.0 billion of franking credits in total).[5]
Following payment of the dividend, BHP shareholders will receive
their standard form of BHP dividend statement which will provide
details of their specific entitlement to the in specie
dividend.
The proposed in specie dividend will not be eligible for the BHP
dividend reinvestment plan.
Eligibility to receive Woodside Shares
Most BHP shareholders will be eligible to receive the Woodside
Shares distributed to them under the in specie dividend.
However, there are certain jurisdictions where the distribution
of Woodside Shares by BHP is difficult or not permitted. BHP
shareholders that have an address registered in the BHP register in
these jurisdictions[6] will have the Woodside Shares to which they
are entitled sold via a Sale Facility ([7]) , with the cash
proceeds determined under the Sale Facility being remitted to them
(Ineligible Overseas Shareholders).
BHP shareholders whose address is registered on the BHP register
on the Record Date in one of the following jurisdictions (Eligible
Shareholders) will be eligible to have the Woodside Shares
distributed to them: Australia, Canada, Chile, France, Germany,
Ireland, Italy, Japan, Jersey, Luxembourg, Malaysia, Netherlands,
New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United
Arab Emirates, United Kingdom and United States. BHP shareholders
with a registered address in all other jurisdictions will be
Ineligible Overseas Shareholders (except certain South African BHP
shareholders who validly elect to receive Woodside Shares, as
described below).[8](,) [9]
Certain small BHP shareholders can also elect to participate in
the Sale Facility and have the Woodside Shares to which they are
entitled sold and the cash proceeds determined under the Sale
Facility remitted to them (shareholders validly electing to do so
being Selling Shareholders).
Cash payment between Woodside and BHP on completion
Separate to the receipt of Woodside Shares, on completion:
-- Woodside will make a cash payment to BHP of approximately
US$830 million in relation to cash dividends paid by Woodside
between the Merger effective date of 1 July 2021 and completion.
This represents the cash dividend that would have been received by
holders of the Woodside Shares issued pursuant to the Merger had
they been on issue on and from the effective date.[10]
-- BHP will make a cash payment to Woodside for the net cash
flow generated by BHP Petroleum between the Merger effective date
of 1 July 2021 and completion (Locked Box Payment). From the
effective date to 31 December 2021 only, this amounts to
approximately US$900 million and the Locked Box Payment at
completion will include the additional net cash flow generated by
BHP Petroleum to the completion date. The Locked Box Payment will
be reduced by the amount of cash remaining in BHP Petroleum at
completion.
Where applicable, these amounts will be netted off.
Indicative timetable
Below are the indicative key target dates for completion and the
in specie dividend.
Milestone Time (all dates Time zone
in 2022)
================================================ ==================== ==========
Expected publication of Woodside's Week commencing AEST
UK Prospectus and Woodside US Registration Monday 11 April
Statement on the ASX
================================================ ==================== ==========
Woodside general meeting to vote on 12:00pm, Thursday AEST
whether to approve the Merger 19 May
================================================ ==================== ==========
Last day BHP shares trade on JSE cum-entitlement Monday 23 May SAST
to Woodside Shares[11]
================================================ ==================== ==========
Last day BHP shares trade on ASX and Tuesday 24 May AEST,
LSE, and BHP ADS on NYSE, cum-entitlement (in each time zone) BST,
to Woodside Shares EDT, SAST
First day BHP shares trade ex-dividend
on JSE
================================================ ==================== ==========
First day BHP shares trade ex-dividend Commencement of AEST,
on ASX and trading Wednesday BST, EDT
LSE, and BHP ADS on NYSE 25 May
(in each time zone)
================================================ ==================== ==========
Sale Facility election deadlines:
BHP shareholders on the Australian 5:00pm, Tuesday AEST
principal share register 24 May BST
BHP DI holders in the BHP CSN Facility 1:00pm, Thursday BST
(return form) 26 May
BHP DI holders in CREST (submit and 1:00 pm, Tuesday
settle Transfer to Escrow instruction) 31 May
================================================ ==================== ==========
Record Date for:
BHP shareholders on the Australian 7:00pm, Thursday AEST
principal share register 26 May SAST
BHP shareholders on the South African 5.00pm, Thursday BST
branch share register 26 May EDT
BHP DI holders on the UK DI register 6:00pm, Thursday
BHP ADS holders 26 May
5:00pm, Thursday
26 May
================================================ ==================== ==========
South African BHP shareholder or DI
holder election deadlines:
BHP shareholders on the Australian 5:00pm, Tuesday AEST
principal share register 24 May SAST
BHP shareholders on the South African 1.00pm, Thursday, BST
branch share register 26 May
BHP DI holders on the UK DI register 1:00pm, Tuesday
31 May
================================================ ==================== ==========
Completion 8:00am, Wednesday AEST
In specie dividend payment date 1 June AEST
1:30pm, Wednesday
1 June
================================================ ==================== ==========
Commencement of normal trading of:[12]
New Woodside Shares on ASX Thursday 2 June AEST
Woodside Shares (settled using Woodside Monday 6 June BST
DIs) on LSE
================================================ ==================== ==========
Despatch of statements:
Issuer sponsored holding statements Thursday 9 June AEST
and CHESS allotment confirmation notices
(sent by Woodside) Thursday 16 June BST
Woodside CSN holding statements in
respect of new Woodside Shares (sent Thursday 16 June BST
by Woodside) Friday 17 June AEST
Despatch of dividend distribution statements
for the DI register
Despatch of dividend distribution statements
for the Australian principal share
register
================================================ ==================== ==========
All dates and times are indicative only and may be subject to
change without notice or consultation.
Additional information and frequently asked shareholder
questions
In what form will BHP shareholders receive Woodside Shares?
The table below describes in what form Eligible Shareholders
(who are not Selling Shareholders) will receive the Woodside Shares
and the subsequent confirmation they should receive regarding their
Woodside shareholding.
Location and manner How Woodside Shares will Default form of confirmation
in which BHP shares be held
or DIs are held
-------------------------- --------------------------------- ------------------------------
Australia - BHP shareholders registered on the BHP Australian
principal share register
---------------------------------------------------------------------------------------------
BHP shares on the On the Woodside CHESS CHESS allotment confirmation
CHESS[13] sub-register sub-register, in the notice will be despatched.
same CHESS account through CHESS holding statement
which the BHP shares will be despatched after
are held. the end of June 2022.
-------------------------- --------------------------------- ------------------------------
BHP shares on the On the Woodside issuer Issuer sponsored holding
issuer sponsored sponsored sub-register, statement will be despatched.
sub-register under the same name and
address under which the
BHP shares are held.
-------------------------- --------------------------------- ------------------------------
United Kingdom - BHP DI holders registered on the BHP DI register[14]
---------------------------------------------------------------------------------------------
BHP DIs held in CREST[15] Woodside DIs, credited Credit to the BHP DI
to the same CREST participant participant's CREST
account on the Woodside account.
DI register through which
the BHP DIs are held.
-------------------------- --------------------------------- ------------------------------
BHP DIs held via Woodside DIs held via Woodside CSN Facility
the BHP CSN Facility the Woodside CSN Facility[16], statement will be despatched.
under the same name and
address under which BHP
DIs are held through
the BHP CSN Facility.
-------------------------- --------------------------------- ------------------------------
South Africa - Dematerialised holders on the BHP South African
branch share register
---------------------------------------------------------------------------------------------
Dematerialised beneficial Where the eligible dematerialised Issuer sponsored statement
interests in BHP holder elects to be issued will be despatched.
shares registered Woodside Shares, they
in the name of the will be issued in the
STRATE Nominee[17] form of shares on Woodside's
in an account with issuer sponsored sub-register
a CSDP[18] or broker on the Australian principal
share register.
-------------------------- --------------------------------- ------------------------------
United States - BHP ADS holders ([19])
---------------------------------------------------------------------------------------------
BHP ADS holders registered Uncertificated Woodside A credit on the register
on the BHP ADS Depositary ADSs recorded on the of Woodside ADS holders
register in registered register maintained by maintained by the Woodside
form the Woodside ADS Depositary ADS Depositary. The
under the same name and uncertificated BHP ADSs
address under which the are eligible for direct
BHP ADSs are held. registration services
(DRS) administered by
DTC. The Woodside ADS
Depositary will issue
to the applicable holders
a DRS advice statement
reflecting the issuance
of the new Woodside
ADSs.
-------------------------- --------------------------------- ------------------------------
Indirect BHP ADS Woodside ADSs indirectly Through the procedures
holders through a through a bank, broker, of the bank, broker,
bank, broker, other other financial institution other financial institution
financial institution or other DTC participant, or other DTC participant
or other Depository being the same DTC participant through which the Woodside
Trust Company (DTC) account through which ADSs will be held.
Participant. the BHP ADSs are held.
-------------------------- --------------------------------- ------------------------------
Eligible Shareholders may not request to receive a different
form of Woodside interests from what they will receive based on the
table above and the manner and location of their BHP shareholding
as at the Record Date (but may contact Woodside's share registry
after completion to explore changing the form of their Woodside
interest).
To what extent will BHP shareholders' information transfer to
the Woodside share register?
It is intended that existing dividend currency elections,
mandates to bank or building society accounts and global payment
instruction given by BHP shareholders registered on the BHP
Australian principal share register and on the BHP DI register
(including the BHP CSN Facility) in relation to dividends paid by
BHP, email addresses and instructions given to BHP in relation to
notices and other communications, notings and any other binding
instructions to the extent applicable, will continue to apply and
will, as far as possible, be applied automatically to Woodside and
the Woodside Shares which Eligible Shareholders receive, unless the
BHP shareholder provides alternative instructions to the Woodside
share registry after completion.
Australian Tax File Numbers (TFN), TFN exemptions or Australian
Business Numbers (ABN) of BHP shareholders collected on behalf of
BHP will not be communicated to Woodside and will not be carried
over to apply to the Woodside Shares that BHP shareholders receive.
Therefore, BHP shareholders that receive Woodside Shares under the
in specie dividend should provide (and are expected to be prompted,
on behalf of Woodside, for) their TFN, TFN exemption or ABN to
Woodside after completion.
Woodside may be required to withhold tax (currently at the rate
of 47%) on payments of dividends that are not fully franked and
remit the amounts withheld to the Australian Taxation Office,
unless BHP shareholders have provided a TFN, ABN or have informed
Woodside that they are exempt from quoting your TFN or ABN
(including because they are a non-Australian resident).
Which small BHP shareholders can participate in the Sale
Facility?
Eligible Shareholders on the Record Date:
-- who are registered on the Australian principal share register
and hold 1,000 BHP shares or less or on the BHP DI register and
hold 1,000 BHP DIs or less[20] (Small Shareholder Threshold);
-- whose registered address in the Australian principal share
register or BHP DI register is in any of Australia, Canada, Chile,
France, Germany, Ireland, Japan, Jersey, Luxembourg, Malaysia, New
Zealand, Norway, Spain, Sweden, Switzerland, United Arab Emirates
and United Kingdom; and
-- who are not, and are not acting for the account or benefit of
persons, in the United States,
(Eligible Small Shareholders), may elect to have all (and not
some) of the Woodside Shares to which they would otherwise be
entitled pursuant to the in specie dividend sold under the Sale
Facility. Eligible Small Shareholders who validly elect to do so,
will receive the cash proceeds determined under the Sale Facility
free of any brokerage costs or stamp duty.
To participate in the Sale Facility, Eligible Small Shareholders
must make a valid election. Eligible Small Shareholders that wish
to participate in the Sale Facility should:[21]
-- if they hold their BHP shares on the BHP Australian principal
share register, submit their Sale Facility election online at
www.bhppetroleumsharefacility.com.au or return a physical Sale
Facility Election Form to BHP's share registry by no later than
5:00pm on 24 May 2022 (AEST).[22] A physical Sale Facility Election
Form can be requested by contacting the Shareholder Information
Line on 1300 503 833 (within Australia) or +61 3 9415 4188
(international), Monday to Friday (excluding public holidays)
between 8.30am to 7.30pm (AEST); or
-- if they hold their BHP DIs through the BHP CSN Facility,
complete and return by post the Sale Facility Form, that was
despatched by post to their registered address, by no later than
1:00pm on 26 May 2022 (BST); or
-- if they hold their BHP DIs in CREST, submit a Transfer to
Escrow (TTE) instruction to settle by no later than 1:00pm on 31
May 2022 (BST) for the number of BHP DIs for which the dividend
entitlement is to be sold. Further information for Eligible Small
Shareholders wishing to make an election to participate in the Sale
Facility through CREST is set out in Appendix 2 of this
announcement.
How will the Sale Facility operate?
J.P. Morgan Securities Australia Limited or one of its
affiliates (Sale Agent) will operate a Sale Facility. [23]
The Sale Agent will sell the Woodside Shares represented by the
in specie dividend entitlement of:
-- Ineligible Overseas Shareholders; and
-- Eligible Small Shareholders who have validly elected to have
their in specie dividend entitlement to Woodside Shares sold,
together with the aggregate of all Woodside Shares represented
by the rounding treatment for the in specie dividend (described
above).
The Sale Agent will sell these Woodside Shares on licensed
markets operated by ASX or Cboe, unless BHP directs the Sale Agent
to sell some or all of these Woodside Shares pursuant to a
bookbuild process. BHP will determine whether to conduct a
bookbuild process for some or all of the Woodside Shares subject to
the Sale Facility, and the final price that shares will be sold
through a bookbuild process. The market price of Woodside Shares
and/or the price that may be realised from any bookbuild process is
uncertain and subject to change from time to time. Up to date
information on the market price of Woodside Shares can be found at
www2.asx.com.au.
All proceeds realised from the sale of these Woodside Shares
under the Sale Facility will be pooled so that each BHP shareholder
participating in the Sale Facility will be entitled to an average
price per Woodside Share sold. The amount of cash proceeds received
by each BHP shareholder participating in the Sale Facility may be
more or less than the actual price that is received by the Sale
Agent for any specific Woodside Share sold. The proceeds under the
Sale Facility from the sale of the Woodside Shares represented by
the rounding treatment for the in specie dividend will be returned
to BHP.
The proceeds determined under the Sale Facility will be remitted
to BHP shareholders[24], as soon as practicable[25] after
completion of the last sale under the Sale Facility, in the
currency and the manner in which the Selling Shareholder is paid
their BHP dividends, but, in the case of dematerialised BHP
shareholders on the South African branch share register, in South
African rand only.[26]
The proceeds from the Sale Facility will be remitted free of
brokerage costs or stamp duty.
What happens to South African resident BHP shareholders?
Woodside is not listed on the Johannesburg Stock Exchange (JSE).
Due to the Exchange Control Regulations 1961 of South Africa (SA
Exchange Control Rules), South African residents may be prevented
from holding shares in foreign incorporated companies that do not
have a listing on the JSE.
As a result, each BHP shareholder that is a South African
resident or holds the BHP shares through BHP's South African branch
share register will be treated as an Ineligible Overseas
Shareholder, unless the South African shareholder has confirmed to
BHP that they have satisfied themselves that they are permitted to
receive Woodside Shares or Woodside DIs (as applicable) without
breaching any applicable laws or regulations (including, without
limitation, the SA Exchange Control Rules) (Eligible SA
Shareholder).
BHP shareholders:
-- who are dematerialised holders of BHP shares registered on
the South African branch share register[27] must communicate to
their CSDP (in accordance with the process and time periods agreed
in their mandate with their CSDP) whether they wish to be nominated
or not as an Eligible SA Shareholder. CSDP's must communicate that
election to STRATE (Plc Nominees Proprietary Limited) before
1.00pm, Thursday, 26 May 2022 (SAST). If the CSDP for any reason
fails to communicate any nomination by a dematerialised holder of
BHP shares registered on BHP's South African branch share register
to STRATE (Plc Nominees Proprietary Limited) by this deadline, they
will be deemed not to be an Eligible SA Shareholder and will be
considered an Ineligible Overseas Shareholder; or
-- whose registered address in the BHP Australian principal
share register on the applicable Record Date is in South Africa,
will be an Ineligible Overseas Shareholder, unless the relevant
shareholder nominates that they are an Eligible SA Shareholder by
completing and returning to the BHP share registry before 5:00pm on
Tuesday, 24 May 2022 (AEST) the South African Share Election Form.
This form can be requested by contacting the telephone numbers set
out in the Shareholder Information Line section further below or by
logging into www.investorcentre.com/au;[28] or
-- whose registered address on the BHP DI register on the
applicable Record Date is in South Africa, will be an Ineligible
Overseas Shareholder, unless the relevant BHP DI holder nominates
that they are an Eligible SA Shareholder by completing and
returning to the BHP share registry before 1:00pm on Tuesday, 31
May 2022 (BST) the South African Share Election Form which can be
requested by contacting the telephone numbers set out in the
Shareholder Information Line section further below.
By nominating as an Eligible SA Shareholder, the relevant BHP
shareholder or BHP DI holder is confirming that the BHP shareholder
is:
-- permitted to receive Woodside Shares if they hold BHP Shares
on the Australian principal share register or on the South African
branch share register, or Woodside DIs if they hold BHP DIs, under
all applicable laws (including for the purposes of the SA Exchange
Control Rules); and
-- requesting that Woodside Shares (registered on Woodside's
Australian principal share register) or Woodside DIs (registered on
Woodside's DI register) be distributed to them.
BHP does not take any responsibility in connection with a BHP
shareholder's nomination to be an Eligible SA Shareholder, and each
BHP shareholder nominating as an Eligible SA Shareholder must
satisfy itself that they are permitted to receive Woodside Shares
or Woodside DIs, including by seeking the advice of professional
and legal advisers.[29]
What are the tax outcomes of the in specie dividend?
The tax outcomes of the in specie dividend for BHP shareholders
are outlined in Appendix 1. It is recommended that shareholders
seek their own specific taxation advice for their individual
circumstances.
How does BHP Petroleum's balance sheet presented in the pro
forma financial information in Woodside's explanatory memorandum
compare to BHP's held for sale disclosure in the half year
financial report?
The explanatory memorandum issued by Woodside today presents
certain pro forma financial information in relation to BHP
Petroleum, including a balance sheet as at 31 December 2021. The
basis of preparation of this financial information differs, in
certain respects, from the presentation of BHP Petroleum as held
for sale in BHP's half year financial information for the same
period.
The main differences between BHP Petroleum's balance sheet
presented as part of Woodside's pro forma financial information
contained in the Woodside explanatory memorandum and BHP's half
year financial report are:
-- inclusion of intercompany and cash balances that were
excluded from the BHP Petroleum net assets disclosed as 'held for
sale' in BHP's half year financial report;
-- additional depreciation expense of approximately US$150
million, as depreciation has not been recognised by the BHP Group
from the point in time that BHP Petroleum was classified as 'held
for sale' following the signing of the SSA in November 2021;
and
-- recognition of a US$210 million impairment charge in the BHP
Petroleum balance sheet in the pro forma financial information for
the combined group. This relates to the Ruby project and reflects
revisions to estimated reserves resulting from technical analysis
of well drilling results and performance following project
completion in December 2021. This did not impact BHP's half year
financial report as the Petroleum Assets were assessed in aggregate
for impairment testing purposes.
What happens to BHP employees who currently participate in
equity incentive plans?
BHP currently operates a number of equity incentive plans,
including:
-- Short-term and long-term executive incentive plans, under
which employees are granted rights to BHP shares, subject to
meeting defined performance and/or service conditions; and
-- Shareplus, an all-employee share plan, through which
employees contribute funds after tax to purchase BHP shares, and
where they hold the purchased shares for a specified length of time
and satisfy an employment condition, they will receive an
allocation of matched shares at the end of the holding period.
If completion of the Merger occurs:
-- Employees who continue to be employed by BHP will not receive
the in specie dividend in respect of any unvested equity award or
matching entitlement, and the value of the underlying BHP share to
which they will receive on vesting will be reduced as a result of
the in specie dividend that has been determined. To treat BHP
employees fairly and restore the value of the unvested equity
awards to their pre-completion value, BHP will grant those
employees with additional BHP equity awards on the same substantive
terms as the original unvested incentive awards or matching
entitlements.
-- Employees of BHP who will be employed by Woodside from
completion and who are current participants holding unvested awards
in:
- Management Award Plan (MAP), BHP's applicable long-term
executive equity incentive plan, will have all of their unvested
equity awards lapse in full immediately prior to completion (with
the exception of MAP awards which were due to vest in August 2022,
which will have accelerated vesting applied). All unvested MAP
awards which are lapsed will be replaced by Woodside via the
issuance of replacement rights under Woodside's equity incentive
plans.
- Shareplus, will have matching of their acquired shares
accelerated and they are expected to receive their applicable
matched BHP shares around the completion date.
How can I get more information?
If you have any additional questions in relation to this
announcement, please call the Shareholder Information Line on the
numbers set out below.
Australian principal share register
-- 1300 503 833 (within Australia) on weekdays between 8:30am and 7:30pm (AEST)
-- +61 3 9415 4188 (international) on weekdays between 8:30am and 7:30pm (AEST)
UK DI register
-- 0344 472 7001 (within the United Kingdom) on weekdays between 8:30am and 5:30pm (BST)
-- +44 344 472 7001 (international) on weekdays between 8:30am and 5:30pm (BST)
South African branch share register
-- 086 110 0922 (within South Africa) on weekdays between 8:00am and 4:30pm (SAST)
-- + 27 11 373 0033 (international) on weekdays between 8:00am and 4:30pm (SAST)
ADS Holders
-- Citibank Shareholder Services toll free @ 1-877-248-4237
('877-CITI-ADR') in the United States on weekdays (excluding US
holidays) between 08:30AM and 6:00 PM (EDT)
-- Outside the United States on weekdays (excluding US holidays)
@ 1-781-575-4555 between 08:30AM and 6:00PM (EDT).
Appendix 1: Tax outcomes for BHP shareholders
A summary of tax outcomes of the in specie dividend for certain
BHP shareholders that are tax resident in Australia, the United
States (US), the United Kingdom (UK) or South Africa are outlined
below.
This summary is included for general information only and is not
intended to be, nor should it be construed to be, legal or tax
advice. It does not take into account the individual circumstances
of any BHP shareholder and should not be relied upon by any BHP
shareholder or any other person. Each BHP shareholder should
obtain, and only rely upon, their own professional tax advice
regarding the tax consequences of the in specie dividend and/or any
acquisition, holding or disposal of Woodside Shares.
Scope of tax summary
Taxing Scope
jurisdiction
Australia The Australian tax summary applies to BHP shareholders
who:
* are residents of Australia for Australian income tax
purposes or non-residents of Australia for Australian
income tax purposes who do not hold BHP shares, and
will not hold Woodside Shares, through a permanent
establishment in Australia; and
* hold their BHP shares (and will hold their Woodside
Shares) on capital account.
The summary below does not apply to BHP shareholders
who:
* hold their BHP shares (or will hold their Woodside
Shares) as revenue assets (which will generally be
the case for BHP shareholders who use their BHP
shares (or will use their Woodside Shares) in
carrying on a business of share trading, banking or
insurance) or as trading stock, or have acquired BHP
shares (or will acquire their Woodside Shares) for
the purpose of on-sale at a profit;
* acquired their BHP shares under any employee share
scheme or where Woodside Shares will be acquired
pursuant to any employee share scheme;
* may be subject to special tax rules, including
insurance companies, partnerships, tax exempt
organisations, trusts (except where expressly stated),
superannuation funds (except where expressly stated)
or temporary residents; or
* are subject to the "taxation of financial
arrangements" provisions in Division 230 of the
Income Tax Assessment Act 1997 (Cth). It is noted
that Division 230 will generally not apply to the
financial arrangements of individuals, unless an
election has been made for those rules to apply.
The Australian taxation summary is based on the Australian
tax law and administrative practice as it applies
at the date of this announcement. The comments do
not take into account or anticipate changes in Australian
tax law, administrative practice or future judicial
interpretations of Australian tax law after this time.
Future amendments to taxation legislation, or its
interpretation by the courts or the taxation authorities
may take effect retrospectively and/or affect the
conclusions drawn.
BHP has applied to the Commissioner of Taxation (Commissioner)
for a class ruling confirming certain income tax implications
of the implementation of the Merger for certain Eligible
Shareholders. It is expected that the final class
ruling will be published by the Australian Taxation
Office (ATO) shortly after the implementation of the
Merger.
The class ruling application is principally concerned
with (i) confirming that demerger tax rollover relief
will not be available in respect of the in specie
dividend (ii) confirming the Australian income tax
consequences of receiving the in specie dividend;
and (iii) participating in the Sale Facility.
----------------------------------------------------------------
United The US taxation summary is based upon the Internal
States Revenue Code of 1986, as amended (the Code ), the
regulations of the US Treasury Department and court
and administrative rulings and decisions in effect
on the date of this announcement. These laws may change,
possibly retroactively, and any change could affect
the continuing validity of this discussion.
This discussion applies only to BHP shares, BHP ADSs,
Woodside Shares and Woodside ADSs held as a "capital
asset" for US federal income tax purposes (generally
property held for investment). The following does
not purport to be a complete analysis of all potential
tax effects resulting from the in specie dividend
or the ownership or disposition of Woodside Shares
or Woodside ADSs after the receipt of the in specie
dividend, and does not address all aspects of US federal
income taxation that may be relevant to individual
US Holders in light of their particular circumstances.
In addition, this summary does not address the Medicare
tax on certain investment income, information reporting
and backup withholding requirements, US federal estate
or gift tax laws, any state, local, or non-US tax
laws, any tax treaties, or any other tax laws. Furthermore,
this summary does not address all US federal income
tax considerations that may be relevant to certain
categories of US Holders that may be subject to special
treatment under the US federal income tax laws . In
addition, BHP believes that it will not be treated
as a Passive Foreign Investment Company (PFIC) in
the taxable year of the in specie dividend or any
prior year , but because the determination of whether
a foreign corporation is a PFIC is primarily factual
and there is little administrative or judicial authority
on which to rely to make such a determination, the
United States Internal Revenue Service (IRS) might
not agree that BHP is not a PFIC. If it is determined
that BHP is a PFIC, then adverse and burdensome US
federal income tax rules and consequences may apply
to US Holders. The remainder of this discussion assumes
that BHP will not be treated as a PFIC in the taxable
year of the in specie dividend or any prior taxable
year.
Further, to the extent any statements contained herein
relate to Woodside, Woodside Shares or ADSs or the
US federal income tax consequences of holding and
disposing of Woodside Shares or ADSs, such statements
are based upon BHP's understanding of Woodside's disclosure
of such consequences in its public disclosure statements
.
This discussion is limited to the US federal income
tax consequences of a US Holder, which is used to
mean, with respect to BHP or Woodside, respectively,
a beneficial owner of shares or ADSs that, for US
federal income tax purposes, is:
* an individual who is a citizen or resident of the
United States;
* a corporation (or other entity treated as a
corporation for US federal income tax purposes)
created or organized in or under the laws of the
United States, any state thereof or the District of
Columbia;
* an estate the income of which is subject to US
federal income tax regardless of its source; or
* a trust (A) the administration of which is subject to
the primary supervision of a US court and which has
one or more "United States persons" (within the
meaning of Section 7701(a)(30) of the Code) who have
the authority to control all substantial decisions of
the trust or (B) that has made a valid election under
applicable US Treasury regulations to be treated as a
United States person.
----------------------------------------------------------------
United T he UK taxation summary applies to BHP shareholders
Kingdom who are: (i) resident (and in the case of individuals,
domiciled) for tax purposes in, and only in, the UK
(and to whom split-year treatment does not apply);
(ii) who are absolute beneficial owners of their BHP
shares and Woodside Shares and (iii) who hold their
BHP shares as an investment (otherwise than through
an individual savings account or a pension arrangement).
This outline does not deal with certain types of BHP
shareholders including pension funds, charities, dealers
in securities, insurance companies, collective investment
schemes, persons who have or could be treated for
tax purposes as having acquired their BHP shares or
Woodside Shares by reason of their employment or as
carried interest, and persons subject to UK tax on
a remittance basis.
----------------------------------------------------------------
South Africa The South African taxation summary applies to BHP
shareholders that are South African tax resident shareholders
who hold their BHP shares (and will hold their Woodside
Shares) on capital account. It does not deal with
other types of shareholders such as shareholders that
have, or could be treated for tax purposes as having,
acquired their BHP shares by reason of their employment.
This taxation summary is based on the South African
Income Tax Act, 58 of 1962 (SA Tax Act) as it applies
at the date of this announcement.
----------------------------------------------------------------
Tax outcomes from the receipt of in specie dividend:
Taxing Tax outcomes
jurisdiction
Australia Australian resident shareholders
On the basis that demerger tax roll-over relief does
not apply, the in specie dividend will have no impact
on the existing cost base of your BHP shares.
You should include the amount of the in specie dividend
in your assessable income in the income year in which
you receive the in specie dividend.
BHP intends to fully frank the in specie dividend
and, accordingly it will be accompanied with franking
credits.
The tax treatment of these franking credits to you
will depend on (i) the satisfaction of the qualified
person rule (otherwise known as the "45 day rule")
and (ii) whether you are entitled to a refund where
the tax offset referable to the franking credits attached
to the in specie dividend exceeds the tax payable
on the in specie dividend).
Generally, provided you are a "qualified person" in
relation to the in specie dividend, you:
* should also include the amount of the franking
credits attached to the in specie dividend in your
assessable income in the income year in which you
receive the in specie dividend; and
* should qualify for a tax offset equal to the amount
of the franking credits attached to the in specie
dividend, which can be applied against your income
tax liability for the relevant income year.
You should be a "qualified person" in relation to
the in specie dividend if the "holding period rule"
and the "related payments rule" are satisfied.
Generally:
* to satisfy the "holding period rule", you must have
held your BHP shares "at risk" for at least 45 days
(not including the days of acquisition and disposal)
within the qualification period (which begins on the
day after the day on which they are acquired and ends
on the 45th day after they become ex-dividend). This
means that once you satisfy the "holding period rule"
in relation to a distribution on your BHP shares you
do not need to satisfy it again in relation to those
BHP shares for subsequent distributions, unless you
make a "related payment" (refer below); and
* under the "related payments rule", if you are obliged
to make a "related payment" (essentially a payment
passing on the benefit of the in specie dividend) in
respect of the in specie dividend, you must hold your
BHP shares "at risk" for at least 45 days (not
including the days of acquisition and disposal)
within the period beginning 45 days before, and
ending 45 days after, they become ex-dividend.
To be held "at risk", in broad terms, you must retain
30% or more of the risks and benefits associated with
holding your BHP shares. Where you undertake risk
management strategies in relation to your BHP shares
(e.g. by the use of limited recourse loans, entering
into put or call options in relation to your BHP shares
or other derivatives), your ability to satisfy the
"at risk" requirement and thus to be a "qualified
person" may be affected.
If you are an individual, you are automatically treated
as a "qualified person" for these purposes if the
total amount of the tax offsets in respect of all
franked amounts to which you are entitled in an income
year does not exceed A$5,000. This is referred to
as the "small shareholder rule". However, you will
not be a "qualified person" under the small shareholder
rule if "related payments" have been made, or will
be made, in respect of these amounts.
If you are an individual or complying superannuation
fund, you may be able to receive a cash tax refund
from the ATO if the tax offset equal to the franking
credits attached to the in specie dividend exceeds
the tax payable on your total taxable income.
If you are a company the franking credits attached
to the in specie dividend will generally give rise
to a franking credit in your franking account however,
in certain circumstances you may have excess franking
credits. You will not be entitled to a tax refund
of any excess franking credits. Rather, the surplus
franking credits may be converted to a tax loss which
can be carried forward to future years (subject to
you satisfying certain loss carry forward rules).
No GST or Australian stamp duty should be payable
by you in relation to the receipt of the in specie
dividend.
Non-Australian resident shareholders
BHP intends to fully frank the in specie dividend.
Accordingly, no part of the in specie dividend should
be assessable to you in Australia nor subject to dividend
withholding tax (DWT).
---------------------------------------------------------------
United Under US federal income tax laws, if you are a US
States Holder of BHP shares or BHP ADSs, the in specie dividend
paid by BHP will generally be subject to United States
federal income taxation.
If you are a non-corporate US Holder of BHP shares
or BHP ADSs and the in specie dividend constitutes
qualified dividend income, it will be taxable to you
at the preferential rates applicable to long-term
capital gains provided that you hold the BHP shares
or BHP ADSs for more than 60 days during the 121-day
period beginning 60 days before the ex-dividend date
and meet other holding period requirements.
The receipt of the in specie dividend should not impact
a US Holder's basis in its BHP shares or BHP ADSs.
The Australian withholding tax consequences of the
in specie dividend paid to non-Australian resident
shareholders are outlined in the Australian tax summary
section above. If Australian dividend withholding
tax is payable on the in specie dividend, US Holders
should seek their own tax advice to determine the
Australian and US taxation implications.
---------------------------------------------------------------
United The in specie dividend should not give rise to a disposal
Kingdom of your BHP shares nor a reduction in the existing
cost base in those shares.
For UK income tax purposes, the in specie dividend
should form part of your total income for income tax
purposes and will represent the highest part of that
income.
For UK corporation tax purposes, if you are a "small
company" (for the purposes of UK taxation of dividends)
you will not generally be subject to tax on the in
specie dividend received from BHP. Other BHP shareholders
within the charge to UK corporation tax will not be
subject to tax on the in specie dividend from BHP
so long as the in specie dividend falls within an
exempt class and certain other conditions are met.
No Australian DWT arises where the in specie dividend
is fully franked. There are no UK tax consequences
of receiving franking credits.
---------------------------------------------------------------
South Africa[30] The in specie dividend should have no impact on the
cost base of your BHP shares.
You are required to include in your "gross income"
any amount received or accrued by way of a "foreign
dividend". The amount of the foreign dividend you
are required to include is the gross amount of the
dividend before the deduction of any foreign withholding
tax. Certain foreign dividends may qualify for a full
or partial exemption from income tax.
A "foreign dividend" as defined in the SA Tax Act
may qualify for:
* an exemption from income tax in the hands of BHP
shareholders who constitute South African corporate
shareholders on the basis that the BHP shares in
respect of which the foreign dividend is paid are
listed on the JSE; and
* a partial exemption from income tax in the hands of
BHP shareholders other than South African corporate
shareholders.
It is typical for dividends received by mutual funds,
that are a portfolio of collective investment schemes
in securities, to be on distributed by the mutual
fund to the beneficial owners. The nature of each
beneficial owner would determine the tax treatment
of the "foreign dividend" distributed through the
mutual fund. In the unlikely event that a "foreign
dividend" is retained by the mutual fund, such a "foreign
dividend" would be treated as being received by the
mutual fund and re-characterised as income for South
African income tax purposes.
No dividends tax should be imposed to the extent that
the in specie dividend constitutes a "foreign dividend"
which takes the form of the distribution of an asset
in specie in respect of JSE listed shares held by
BHP shareholders.
No Australian DWT arises where the in specie dividend
is fully franked. There are no South African tax consequences
of receiving franking credits.
---------------------------------------------------------------
Tax outcomes from holding Woodside Shares
Taxing Tax outcomes
jurisdiction
Australia Australian resident shareholders
You will be required to include dividends in respect
of Woodside Shares in your assessable income in the
income year in which the dividends are received.
Dividends may be franked to the extent determined
by Woodside. The tax treatment of these franking credits
to you will depend on the satisfaction of certain
integrity rules as well as your tax profile.
Non-Australian resident shareholders
Dividends will not be subject to withholding tax to
the extent the dividends are franked or declared to
be conduit foreign income.
To the extent an unfranked dividend is paid to you,
withholding tax will be payable. The rate of withholding
tax is 30%. However, you may be entitled to a reduction
in the rate of withholding tax if you are resident
in a country which has a double taxation agreement
with Australia.
------------------------------------------------------------
United Under US federal income tax laws, if you are a US
States Holder of Woodside Shares or Woodside ADSs , dividends
paid by Woodside will generally be subject to US federal
income taxation.
If you are a non-corporate US Holder of Woodside Shares
or Woodside ADSs , dividends that constitute qualified
dividend income will be taxable to you at the preferential
rates applicable to long-term capital gains provided
that Woodside Shares and Woodside ADSs are readily
tradable on an established securities market in the
US or that Woodside is eligible for certain benefits
under the tax treaty between the US and Australia
and that certain holding period and other requirements
are met .
The Australian withholding tax consequences of dividends
paid to non-Australian resident shareholders are outlined
in the Australian tax summary section. If Australian
dividend withholding tax is payable on dividends from
Woodside, US Holders should seek their own tax advice
to determine the Australian and US taxation implications.
------------------------------------------------------------
United For UK income tax purposes, all dividends received
Kingdom should form part of your total income for income tax
purposes and will represent the highest part of that
income.
For UK corporation tax purposes, if you are a "small
company" (for the purposes of UK taxation of dividends)
you will not generally be subject to tax on dividends
received from Woodside. Other Woodside shareholders
within the charge to UK corporation tax will not be
subject to tax on dividends from Woodside so long
as the dividends fall within an exempt class and certain
other conditions are met.
No Australian DWT arises where dividends are fully
franked or declared to be conduit foreign income by
Woodside. There are no UK tax consequences of receiving
franking credits.
------------------------------------------------------------
South Africa Any future cash dividends which constitute a "foreign
[31] dividend" as defined in the SA Tax Act may qualify
for a full or partial exemption from income tax in
the hands of the shareholders. In the unlikely event
that any cash dividends are retained by a mutual fund,
such cash dividends would be treated as being received
by the mutual fund and re-characterised as income
for South African income tax purposes.
No dividends tax should be imposed on future cash
dividends on Woodside Shares on the basis that Woodside
will not be listed on the JSE.
No Australian DWT arises where dividends are fully
franked or declared to be conduit foreign income by
Woodside. There are no South African tax consequences
of receiving franking credits.
------------------------------------------------------------
Tax outcomes from the disposal of Woodside Shares, including
under the Sale Facility (if applicable):
Taxing Tax outcomes
jurisdiction
Australia Australian resident shareholders
The first element of the cost base and reduced cost
base of Woodside Shares you receive as a result of
the Merger should be equal to the market value of
the Woodside Shares at the time the in specie dividend
is paid (1 June 2022). The market value should be
based on the value of the in specie dividend, which
will be based on Woodside's ASX closing price on the
day prior to completion.
The date of the in specie dividend is paid is also
the date you are taken to have acquired the Woodside
Shares for the purpose of the CGT discount provisions.
On disposal of Woodside Shares, you will make a capital
gain if the capital proceeds from the disposal of
Woodside Shares exceed the cost base of the Woodside
Shares sold. You will make a capital loss if the capital
proceeds are less than the reduced cost base of the
Woodside Shares sold. You may be entitled to a CGT
discount in certain circumstances to reduce any capital
gain (after offsetting available capital losses).
The tax consequences for Australian shareholders selling
their Woodside Shares via the Sale Facility will generally
be the same as those set out above. In particular:
* you will be taken to have disposed of your Woodside
Shares at the time the in specie dividend is paid
(when the Woodside Shares are transferred to the Sale
Agent);
* the capital proceeds will be the sale proceeds
received from the Sale Agent; and
* as the Woodside Shares will not have been held for 12
months, the CGT discount should not be available.
Non-Australian resident shareholders
If you are a non-resident of Australia for Australian
income tax purposes and do not use your Woodside Shares
in carrying on a business through an Australian permanent
establishment, the whole of any capital gain or capital
loss made upon the disposal of your Woodside Shares
will be disregarded unless the Woodside Shares constitute
"indirect Australian real property interests".
Your Woodside Shares will constitute indirect Australian
real property interests if:
* you hold a "non-portfolio interest" in Woodside. You
will hold a "non-portfolio interest" in Woodside if
you (together with your associates) hold 10% or more
of the Woodside Shares:
* at the time of disposal; or
* throughout a 12-month period during the 24 months
preceding the disposal; and
* your Woodside Shares pass the "principal asset test".
If you are subject to tax on disposal of your Woodside
Shares, the CGT discount will generally not be available
to reduce any capital gain that you make.
------------------------------------------------------------------
United Under US federal income tax laws, if you are a US
States Holder of Woodside Shares or Woodside ADSs , your
aggregate tax basis in Woodside Shares or Woodside
ADSs that you receive as a result of the in specie
dividend should generally be the fair market value
(expressed in US dollars) of the Woodside Shares or
Woodside ADSs on the date of the distribution under
the in specie dividend. You may recognise a capital
gain or loss for US federal income tax purposes equal
to the difference between the US dollar value of the
amount that you realise and your tax basis, determined
in US dollars in respect of the disposal of your Woodside
Shares or Woodside ADSs.
The Australian tax consequences of disposals of Woodside
Shares by non-Australian resident shareholders are
outlined in the Australian tax summary section above.
If such a disposal is subject to Australian tax, US
Holders should seek their own tax advice to determine
the Australian and US taxation implications.
------------------------------------------------------------------
United For the purpose of capital gains tax and corporation
Kingdom tax on chargeable gains, a BHP shareholder who holds
Woodside Shares as a result of the Merger, should
have a base cost in their Woodside Shares equal to
the market value of the Woodside Shares at the date
of the distribution under the in specie dividend (i.e.
at the time of receipt of Woodside Shares).
If you dispose of any Woodside Shares, you should
make a chargeable gain (or allowable loss) for the
purposes of CGT or corporation tax, depending on your
circumstances and subject to any available exemption
or relief.
No tax should generally be payable in Australia in
respect of the disposal of Woodside Shares by UK tax
residents, unless the Woodside Shares constitute "indirect
Australian real property interests" for Australian
tax purposes.
The tax consequences for UK shareholders selling their
Woodside Shares via the Sale Facility will generally
be the same as those set out above.
------------------------------------------------------------------
South Africa[32] The tax base cost for the Woodside Shares in the hands
of BHP shareholders on acquisition thereof should
be equal to the ruling price of the Woodside Shares
on the ASX at close of business on the last business
day before the date of the distribution of the Woodside
Shares.
The acquisition date of the Woodside Shares should
be the date of distribution under the in specie dividend,
which is the earlier of the date on which the distribution
is paid or becomes due and payable.
To the extent that the proceeds in respect of the
disposal exceed the tax base cost of the Woodside
Shares a capital gain will arise and such capital
gain may be subject to capital gains tax, depending
on your circumstances and subject to any available
exemption or relief.
No tax should generally be payable in Australia in
respect of the disposal of Woodside Shares by South
African tax residents, unless the Woodside Shares
constitute "indirect Australian real property interests"
for Australian tax purposes.
The tax consequences for South African shareholders
selling their Woodside Shares via the Sale Facility
will generally be the same as those set out above.
------------------------------------------------------------------
Appendix 2: Instructions for Eligible Small Shareholders that
are BHP DI holders to participate in the Sale Facility
-- For the purposes of facilitating an election via CREST, BHP
DI holders will be credited as soon as practicable after 8:00 am on
27 May 2022 (BST) with one interim CREST entitlement for each BHP
DI held in CREST at the Record Date for BHP DI holders. This
interim CREST entitlement security will allow Eligible Small
Shareholders who hold their BHP DIs in CREST to elect
electronically through the CREST system, under the ISIN
AU0000214561.
-- Euroclear does not make available special procedures in CREST
for any particular corporate action. Normal system timing and
limitations will therefore apply in connection with a TTE
instruction and its settlement. You should therefore ensure all
necessary actions are taken by you (or by your CREST sponsor) to
ensure a TTE instruction relating to the sale of the Dividend
Entitlement settles prior to 1:00pm (BST) on 31 May 2022. In this
regard, you are referred in particular to those sections of the
CREST Manual concerning practical limitations of the CREST system
and timings. The Sale Facility is only available to BHP DI holders
who meet the Small Shareholder Threshold.
-- To make an election in CREST, Eligible Small Shareholders who
hold their BHP DIs in CREST should submit (or, if they are a CREST
personal member, procure that their CREST sponsor gives) a TTE
instruction, which must be properly authenticated in accordance
with Euroclear's specifications and must contain, in addition to
the other information that is required for settlement in CREST, the
following details:
-- the number of interim CREST entitlements to be transferred to
an escrow balance, representing the number of BHP DIs for which you
wish to elect to sell the entitlement under the in specie
dividend;
-- the interim CREST entitlement ISIN AU0000214561;
-- your Member Account ID;
-- your Participant ID;
-- Participant ID of the escrow agent, being 3RA33;
-- member account ID of the escrow agent, being BHPWPL01;
-- intended settlement date. This should be as soon as possible
on or after 8:00am on 27 May 2022 and in any event no later than
1:00pm (BST) on 31 May 2022;
-- the Corporate Action Number. This is allocated by Euroclear
and can be found by viewing the relevant Corporate Action details
in CREST;
-- the Delivery Instruction with a priority of 80;
-- contact name and telephone number in the shared note field.
BHP DI holders who hold one or more parcels of BHP DIs as
trustee or nominee for, or otherwise on account of, another person,
may make separate elections in accordance with the election process
in respect of each of those parcels. In order to make separate
elections a CREST holder may use this Sale Facility by converting,
at their own cost, their holdings of DIs into distinct CREST
holdings prior to the Record Date and make a separate TTE
instruction in respect of each such parcel of interim CREST
entitlements.
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: +61 407 033 909
Mobile: +61 411 071 715
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Tel: +44 2078 027 144
Mobile: +44 7786 661 683 Mobile: +44 7961 636 432
Americas Americas
Judy Dane Sabrina Goulart
Tel: +1 713 961 8283 Mobile: +1 832 781 6698
Mobile: +1 713 299 5342
BHP Group Limited ABN 49 004
028 077
LEI WZE1WSENV6JSZFK0JC28
Registered in Australia
Registered Office: Level 18,
171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61
3 9609 3015
BHP Group is headquartered in Australia
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Disclaimer and important notice
Forward-looking statements
This announcement contains forward-looking statements. The words
'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend',
'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will',
'should', 'seek' and other similar words or expressions are
intended to identify forward-looking statements. These
forward-looking statements are based on assumptions and
contingencies that are subject to change without notice and involve
known and unknown risks, uncertainties and other factors, many of
which are beyond the control of Woodside, BHP and their respective
related bodies corporate and affiliates, and each of their
respective directors, officers, employees, partners, consultants,
contractors, agents, advisers and representatives, and could cause
results, performance or achievements to be materially different
from the results, performance or achievements that are or may be
expressed or implied by those forward-looking statements or any
projections or assumptions on which those statements are based.
The forward-looking statements are subject to risk factors,
including those associated with the oil and gas industry as well as
those in connection with the Merger. It is believed that the
expectations reflected in these statements are reasonable, but they
may be affected by a range of variables which could cause actual
results or trends to differ materially, including but not limited
to: price fluctuations, actual demand, currency fluctuations,
geotechnical factors, drilling and production results, gas
commercialisation, development progress, operating results,
engineering estimates, reserve estimates, loss of market, industry
competition, environmental risks, physical risks, legislative,
fiscal and regulatory developments, economic and financial markets,
conditions in various countries, approvals and cost estimates.
Investors are strongly cautioned not to place undue reliance on
forward-looking statements, particularly in light of the current
economic climate and the significant uncertainty and disruption
caused by the COVID-19 pandemic. Forward-looking statements are
provided as a general guide only and should not be relied on as an
indication or guarantee of future performance. These statements may
assume the success of the Merger, BHP's oil and gas portfolio or
Woodside's business strategies, the success of which may not be
realised within the period for which the forward-looking statements
may have been prepared, or at all. No guarantee, representation or
warranty, express or implied, is made as to the accuracy,
likelihood of achievement or reasonableness of any forecasts,
prospects, returns, statements or tax treatment in relation to
future matters contained in this presentation.
Past performance and pro forma historical information is given
for illustrative purposes only. Pro forma information is presented
on a combined basis, without giving effect to any pro forma
adjustments. It should not be relied on and is not indicative of
future performance, including future security prices.
No offer or solicitation
This communication relates to the proposed Merger between
Woodside and BHP. This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy any securities or a solicitation of any vote
or approval with respect to the Merger or otherwise, nor shall
there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities in
the United States shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933. This communication should not be construed in any manner as a
recommendation to any reader of this document.
Important additional information and where to find it
In connection with the proposed Merger and in specie dividend,
Woodside intends to file with the US Securities and Exchange
Commission (the "SEC") a registration statement on Form F-4 (the
"Registration Statement") to register the Woodside securities to be
issued in connection with the proposed Merger and in specie
dividend (including a prospectus therefor). Woodside and BHP also
plan to file other documents with the SEC regarding the proposed
Merger and in specie dividend. This communication is not a
substitute for the Registration Statement or the prospectus or for
any other document that Woodside or BHP may file with the SEC in
connection with the Merger and in specie dividend. US INVESTORS AND
US HOLDERS OF WOODSIDE AND BHP SECURITIES ARE URGED TO READ THE
REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS RELATING TO
THE PROPOSED MERGER AND IN SPECIE DIVID (INCLUDING ALL AMMENTS AND
SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WOODSIDE, BHP, THE
PROPOSED MERGER AND IN SPECIE DIVID. Shareholders will be able to
obtain free copies of the Registration Statement, prospectus and
other documents containing important information about Woodside and
BHP once such documents are filed with the SEC, through the website
maintained by the SEC at http://www.sec.gov. Copies of such
documents may also be obtained from Woodside and BHP without
charge.
Important information in certain jurisdictions
Canada: Woodside is not, and does not intend to become, a
reporting issuer in Canada. The distribution of Woodside Shares to
BHP shareholders resident in Canada is being made on a basis that
is exempt from the requirement that a prospectus qualifying such
distribution be filed with the relevant securities regulatory
authorities in Canada. For so long as Woodside is not a reporting
issuer in Canada, the transfer or resale of such Woodside Shares
to, from or for the benefit or account of any person resident in
Canada may only be made pursuant to an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable Canadian securities laws. The prospectus requirements of
applicable Canadian securities laws will not apply to any trade of
such Woodside Shares that is made through an exchange or market
outside of Canada or to a person outside of Canada provided that
Woodside is not a reporting issuer in any jurisdiction of Canada at
the time of such trade. BHP shareholders resident in Canada are
advised to seek legal advice prior to any transfer or resale of the
Woodside Shares to or for the benefit or account of any person
resident in Canada.
France: The public is informed that the election for an Eligible
Small Shareholder to participate in the Sale Facility, that
constitutes a financial securities offer under the laws of France,
does not give rise to a prospectus submitted for the approval of
the Autorité des marchés financiers.
Germany: This announcement does not constitute a prospectus
according to Regulation 2017/1129/EU of the European Parliament and
of the Council ("EU Prospectus Regulation") and has been prepared
on the basis that the transactions described in this announcement
do not constitute a public offer within the meaning of the EU
Prospectus Regulation. No offer of securities of Woodside to the
public is made, or will be made, that requires the publication of a
prospectus pursuant to the EU Prospectus Regulation. This
announcement has not been reviewed or approved by any competent
authority for the purposes of the EU Prospectus Regulation.
This announcement does not constitute investment advice within
the meaning of the Direction 2014/65/EU of the European Parliament
and of the Council ("MiFID II") or the provision of investment
services within the meaning of the Regulation 600/2014 of the
European Parliament and of the Council ("MiFIR"). Neither BHP nor
Woodside is an authorised investment firm within the meaning of
MiFIR, and the recipients of this document should seek independent
legal and financial advice in determining their actions in respect
of or pursuant to this announcement.
Ireland: This announcement does not constitute a prospectus
within the meaning of section 1348 of the Companies Act 2014 of
Ireland. No offer of securities of Woodside to the public is made,
or will be made, that requires the publication of a prospectus
pursuant to Irish prospectus law (within the meaning of section
1348 of the Companies Act 2014 of Ireland) in general, or in
particular pursuant to the EU Prospectus Regulation. This document
has not been reviewed or approved by any competent authority for
the purposes of the EU Prospectus Regulation. This document does
not constitute investment advice or the provision of investment
services within the meaning of the European Union (Markets in
Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as
amended) of Ireland or otherwise. Neither BHP nor Woodside is an
authorised investment firm within the meaning of the European Union
(Markets in Financial Instruments) Regulations 2017 (S.I. No. 375
of 2017) (as amended) of Ireland, and the recipients of this
document should seek independent legal and financial advice in
determining their actions in respect of or pursuant to this
document.
Italy: By reading this announcement, you agree to be bound by
the following limitations and qualifications: (i) this announcement
is only intended to provide information on the distribution by BHP
to its shareholders of shares of Woodside; (ii) this announcement
is for informational purposes only and is not intended to and does
not constitute an offer or invitation to exchange or sell or
solicitation of an offer to subscribe for or buy, or an invitation
to exchange, purchase or subscribe for, any securities, any part of
the business or assets described herein, or any other interests or
the solicitation of any vote or approval in any jurisdiction in
connection with the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law; (iii) this
announcement should not be construed in any manner as a
recommendation to any reader of this document; and (iv) this
announcement is not a prospectus, product disclosure statement or
other offering document for the purposes of Regulation (EU)
2017/1129 of the European Parliament and of the Council of June
14th 2017.
Malaysia: No recognition from the Securities Commission Malaysia
has been applied for or will be obtained for the in specie dividend
under the Capital Markets and Services Act 2007. Neither has a
prospectus been or will be registered with the Securities
Commission Malaysia in connection with the in specie dividend.
Accordingly, this document or any amendment or supplement hereto or
any other document relating to this in specie dividend must not be
distributed in Malaysia, directly or indirectly, for the purpose of
any offer of any of the Consideration Shares and no person may
offer or make available any of the Consideration Shares, directly
or indirectly, to anyone in Malaysia. By reason of the foregoing,
if you are in Malaysia, you may not distribute this document to
anyone other than your own financial and legal advisors, nor may
you make copies of this or any other document you receive, except
to the extent necessary to consult with your financial and legal
advisors who are advising you in connection with this potential
investment (and only so long as such advisors agree to hold this
information confidential and not use it for purposes other than
advising you in connection herewith). Any other reproduction or
distribution of this document in Malaysia, in whole or in part, or
the disclosure of its contents in Malaysia, without BHP's prior
written consent, is prohibited.
Singapore: This document has not been registered as a prospectus
with the Monetary Authority of Singapore. Accordingly, this
document and any other document or material in connection with the
in specie dividend may not be circulated or distributed or be made
the subject of an invitation for subscription or purchase, in each
case whether directly or indirectly, to any person in Singapore,
other than (i) pursuant to section 272(1) of the Securities and
Futures Act, Chapter 289 of Singapore ("SFA") or (ii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA. Any offer is not made to you with
a view to the Consideration Shares being subsequently offered for
sale to any other party. You are advised to acquaint yourself with
the SFA provisions relating to on-sale restrictions in Singapore
and comply accordingly. Neither this document nor any copy of it
may be taken or transmitted into any country where the distribution
or dissemination is prohibited. This document is being furnished to
you on a confidential basis and solely for your information and may
not be reproduced, disclosed, or distributed to any other person.
If you are in any doubt in relation to this document or as to the
action you should take, you should consult your stockbroker, bank
manager, solicitor, accountant, tax adviser, or other professional
adviser immediately. Nothing in this document constitutes
investment, legal, accounting, or tax advice or a representation
that any investment or strategy is suitable or appropriate to your
individual circumstances or otherwise constitutes a personal
recommendation to you.
Spain: The in specie dividend, that might be regarded as a
financial securities offer under the laws of Spain, does not give
rise to a prospectus submitted for the approval of the Comisión
Nacional del Mercado de Valores.
Switzerland: The new Woodside Shares may not be publicly
offered, directly or indirectly, in Switzerland within the meaning
of the Swiss Financial Services Act ("FinSA") and no application
has or will be made to admit the shares to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland.
Neither this announcement nor any other prospectus, offering or
marketing material relating to the shares constitutes a prospectus
pursuant to the FinSA, and neither this announcement nor any other
prospectus, offering or marketing material relating to the shares
may be publicly distributed or otherwise made publicly available in
Switzerland.
United Arab Emirates (UAE): This document is not a prospectus
and not an offer of securities for sale or subscription in the UAE.
It is addressed only to the shareholders of BHP in connection with
the proposed in specie dividend and participation in the Sale
Facility. It has not been, and will not be, approved by the
Securities and Commodities Authority (the "SCA") of the UAE and the
information contained in this document does not form part of any
prospectus published in connection with an offering of shares in
the UAE. The review of this document and any related communication
does not fall under the SCA's remit or jurisdiction. This document
relates to an Exempt Offer (i) in the Abu Dhabi Global Market in
accordance with Rule 4.3.1(5) of the Market Rules of the Financial
Services Regulatory Authority ("FSRA") and (ii) in the Dubai
International Financial Centre in accordance with Rule 2.3.1(e) of
the Markets Rules of the Dubai Financial Services Authority
("DFSA"). This document is not intended for distribution. It must
not be delivered to, or relied on by, any person apart from the
shareholders of BHP in connection with proposed in specie dividend
and participation in the Sale Facility. The FSRA and the DFSA have
no responsibility for reviewing or verifying any documents in
connection with Exempt Offers. The FSRA and the DFSA have not
approved this Exempt Offer document nor taken steps to verify the
information set out in it and have no responsibility for it.
[1] The Woodside disclosure documents described in this
announcement have been issued by, and are the responsibility of,
Woodside other than to the extent that another party has positively
and expressly accepted responsibility for information in such
documents.
[2] The BHP register comprises the BHP Australian principal
share register (comprising both the issuer sponsored sub-register
and CHESS sponsored sub-register), the BHP depositary interest
register and the BHP South African branch share register (without
double counting the shares held on the Australian principal share
register on behalf of the BHP depositary interest holders or those
on the South African branch share register). A reference to "BHP
shareholder" in this announcement is a reference to any person
registered in the BHP register.
[3] A CSN Facility is the corporate sponsored nominee facility
arranged by the relevant company with Computershare Investor
Services PLC to hold DIs in the company for and on behalf of
participants in, and on terms and conditions that govern, the
facility.
[4] Based on Woodside's share price of A$33.74 at 6 April 2022
converted at an exchange rate of AUD/USD 0.7572.
[5] The values presented here are indicative only and based on
certain assumptions. The implied value of BHP Petroleum is based on
BHP shareholders' share of the enlarged Woodside market
capitalisation. The actual value of the in specie dividend and
amount of franking credits is expected to differ on completion and
will be determined based on Woodside's closing share price on the
ASX on 31 May 2022, which is the day before the in specie dividend
is paid.
[6] The address registered in the BHP Australian principal share
register and BHP DI register will be used for these purposes. For
shareholders on the South African branch share register, if you do
not communicate to your CSDP that you are an Eligible SA
Shareholder (as defined below), you will be assumed to be
ineligible. BHP DI holders holding through the BHP CSN Facility
will be treated as eligible to participate. BHP ADS holders will be
treated as eligible to participate.
[7] The sale facility is the facility organised by BHP pursuant
to a Share Sale Facility Agreement under which a sale agent, J.P.
Morgan Securities Australia Limited or one of its affiliates, will
sell the Woodside Shares represented by (i) the aggregate of all
fractions of a Woodside Share that are subject to the rounding
treatment described above to ensure each BHP shareholder receives a
whole number of Woodside Shares; (ii) the dividend entitlement of
Ineligible Overseas Shareholders; and (iii) Eligible Small BHP
shareholders who have validly elected to have the Woodside Shares
to which they are otherwise entitled sold via the Sale Facility.
This Sale Facility is described in further detail below.
[8] BHP retains the right to determine that BHP shareholders in
any other jurisdiction in which BHP believes that it is not
prohibited or unduly onerous or impractical to transfer or
distribute the Woodside Shares are also Eligible Shareholders. Any
participant in BHP employee share plans on the Record Date who are
entitled to the distribution but whose addresses are shown in the
employee share trust's or nominee's register on the Record Date as
being in a jurisdiction outside of the jurisdictions described
above will also be Ineligible Overseas Shareholders. South African
shareholders should refer to the section on "What happens to South
African resident BHP shareholders?"
[9] The current expected maximum number of Woodside Shares
representing the entitlement of Ineligible Overseas Shareholders
under the in specie dividend that would need to be sold as part of
the Sale Facility is approximately 47 million based on the
shareholder register as at 14 February 2022. This may vary
depending on the BHP register as at the Record Date and could also
be lower where South African BHP shareholders validly elect to
receive the Woodside Shares to which they are entitled.
[10] BHP is entitled to approximately US$1.2 billion in relation
to dividends paid by Woodside between the Merger effective date and
completion. Approximately US$830 million of this amount will be
paid in cash with the balance, which results from the take-up of
Woodside's dividend reinvestment plan, factored into the 914.8
million of Woodside shares issued to BHP at completion.
[11] This is also the last date on which BHP shareholders can
reposition securities between the Australian principal share
register, BHP DI register and BHP South African branch share
register. Ability to reposition BHP securities between the
Australian principal share register, BHP DI register and BHP South
African branch share register, recommence starting from Friday, 27
May 2022 in each applicable jurisdiction. The last date on which
holders of BHP ADSs will be permitted to surrender their BHP ADSs
and withdraw the BHP shares that their surrendered BHP ADSs
represent is expected to be Friday 20 May 2022 (EDT). The BHP ADS
Depositary is expected to recommence permitting cancellations and
withdrawals of BHP ADSs from 5:00pm Friday, 3 June 2022 (EDT),
following payment of the in specie dividend.
[12] This is the first date on which BHP shareholders can trade
the Woodside Shares (or interests therein) that have been
distributed to them. Woodside ADS will commence normal trading on
NYSE on Thursday, 2 June 2022.
[13] CHESS is the electronic transfer and settlement system for
securities quoted on the ASX under which transfers are effected in
electronic form.
[14] BHP DI holders will receive their entitlement in the form
of Woodside DIs in the same ratio as BHP shareholders receive
Woodside Shares on the Record Date (subject to the rounding
treatment described above). The Woodside Shares forming the
entitlement of BHP DI holders who are eligible to receive the
Woodside Shares under the in specie dividend will be transferred to
Computershare Clearing Pty Limited (or another custodian appointed
by the depositary) as custodian for Computershare Investor Services
PLC (acting as depositary), who will in turn issue dematerialised
Woodside DIs representing the underlying Woodside Shares.
[15] CREST is the system for the paperless settlement of trades
in securities and the holding of uncertificated securities operated
by Euroclear in accordance with the relevant system of which
Euroclear is the operator.
[16] Further details regarding Woodside's proposed CSN Facility
can be found in Part 19 of the Woodside UK Prospectus.
[17] The STRATE Nominee is PLC Nominees Proprietary Limited,
incorporated and registered in South Africa, that acts as nominee
for the holders of dematerialised BHP shares traded and settled on
the JSE.
[18] A Central Securities Depository Participant, being a
participant as defined in section 1 of the Financial Markets Act
19, of 2012 (South Africa). These are the only market participants
who can liaise directly with the STRATE Nominee which allows for
electronic settlement of BHP shares on the JSE. This includes the
Computershare South Africa CSDP service.
[19] BHP ADS holders will receive a number of Woodside ADS that
corresponds to the Woodside Shares received on the BHP Shares
represented by BHP ADSs (subject to payment of taxes and applicable
Woodside depositary and BHP depositary fees and expenses). While
each BHP ADS represent two BHP shares, each Woodside ADS represents
one Woodside Share. Based on the assumptions described in this
announcement, upon implementation, BHP ADS holders as of the Record
Date for BHP ADS, which is expected to be 5:00 pm on 26 May 2022
(EDT), are expected to be entitled to receive approximately 0.3614
of a Woodside ADS in respect of each BHP ADS owned at that time
(subject to payment of taxes and applicable fees and expenses of
Citibank, N.A , acting as the depositary of each of the BHP and
Woodside ADSs (the BHP ADS Depositary and the Woodside ADS
Depositary, respectively)). No fractional Woodside ADSs will be
issued or delivered to holders of BHP ADSs.
[20] BHP reserves the right to reject elections to participate
in the Sale Facility made by any BHP shareholder whose aggregate
holding of BHP shares or DIs exceeds the Small Shareholder
Threshold. If a BHP shareholder holds one or more parcels of BHP
shares or DIs as a trustee or nominee for, or otherwise on account
of, another person, that BHP shareholder may make separate
elections in accordance with the election process in respect of
each of those parcels. In order to make separate elections, the
trustee or nominee must establish distinct holdings by 5:00pm on 24
May (AEST) on the BHP Australian principal share register or by
6:00pm on 26 May (BST) on the BHP DI register in respect of each
parcel of BHP shares or DIs and must make a separate election in
respect of each such parcel of BHP shares or DIs. However, the
trustee or nominee may not accept instructions from an underlying
beneficiary to make an election unless it is in respect of all
parcels of BHP shares held by the trustee or nominee on behalf of
that beneficiary, and the underlying beneficiary has confirmed to
the trustee or nominee that its aggregated beneficial and legal
holding of BHP shares is less than the Small Shareholder
Threshold.
[21] If a BHP shareholder wishes to withdraw an election they
have made to participate in the Sale Facility, they must contact
the Shareholder Information Line (see below) by no later than the
cut-off date for submission of their election described above.
Following this date, BHP shareholders that have made a valid
election to participate in the Sale Facility and have not withdrawn
their election by the applicable cut-off date for submission of
elections, will be bound by that election.
[22] BHP shareholders who become new BHP shareholders close to
the cut-off date for submission of elections and who wish to
participate in the Sale Facility, will need to ensure that their
shareholding has settled on the BHP Australian principal share
register before they submit a Sale Facility election and by no
later than 5.00pm on 24 May 2022 (AEST).
[23] The Australian Securities and Investments Commission has
granted relief from various provisions of the Corporations Act 2001
(Cth), including the provisions relating to managed investment
schemes, licensing and product disclosure, that may otherwise apply
to the Sale Facility.
[24] This payment will be made to BHP shareholders participating
in the Sale Facility by BHP (through BHP's share registry in
Australia or the UK, or their CSDP, as applicable) making a deposit
into the bank account recorded with the BHP share registry or CSDP
into which their BHP dividends are paid. If a bank account is not
recorded, the shareholder will be sent a cheque for the proceeds of
sale by BHP (or the BHP share registry). Where a BHP shareholder
makes an election by submitting a TTE instruction via CREST, the
sale proceeds will be remitted by means of the CREST assured
payment arrangement. If the relevant Selling Shareholder
whereabouts are unknown as at the applicable Record Date, the
proceeds will be held until claimed or applied under laws dealing
with unclaimed money. BHP Shareholders on the Australian principal
share register with a registered address in New Zealand and who do
not have any payment instructions recorded on their shareholding,
will also have their sale proceeds paid into a separate bank
account until valid New Zealand payment instructions have been
provided to the BHP share registry.
[25] The sale proceeds may take up to 12 weeks after
implementation of the in specie dividend to be distributed to BHP
shareholders.
[26] The proceeds will be converted from Australian dollars to
the relevant currency at the prevailing market exchange rate during
the sale period.
[27] For example, this would include those BHP shareholders that
have purchased their BHP shares on the JSE and not changed the
manner in which they hold their BHP shares.
[28] BHP shareholders who become new BHP shareholders closer to
the cut-off date for submission of elections and who wish to
nominate that they are an Eligible SA Shareholder, will need to
ensure that their shareholding has settled on the BHP Australian
principal share register before they submit such an election, and
by no later than 5.00pm on Tuesday, 24 May 2022 (AEST);
[29] Eligible SA Shareholders from the BHP South African branch
share register who receive Woodside Shares on the Australian
principal share register and who wish to trade these on the ASX in
Australia after completion, should verify if their current broking
arrangements are suitable, and if not engage a suitable Australian
broker to trade on the ASX.
[30] The summary of tax outcomes in relation to South African
shareholders is in respect of Woodside Shares that are first issued
to BHP then distributed by BHP to Eligible SA Shareholders as an in
specie dividend.
[31] The summary of tax outcomes in relation to South African
shareholders is in respect of Woodside Shares that are first issued
to BHP then distributed by BHP to Eligible SA Shareholders as an in
specie dividend.
[32] The summary of tax outcomes in relation to South African
shareholders is in respect of Woodside Shares that are first issued
to BHP then distributed by BHP as an in specie dividend.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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END
MSCBKFBQBBKKCQK
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April 08, 2022 02:00 ET (06:00 GMT)
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