TIDMBHP
RNS Number : 1870M
BHP Group Limited
19 May 2022
NEWS RELEASE
Release Time IMMEDIATE
Date 20 May 2022
Release Number 18/22
Determination of in specie dividend in connection with the
Woodside Merger
The Board of BHP Group (BHP) has determined to pay to BHP
shareholders an in specie dividend in the form of Woodside
Petroleum Ltd (Woodside) shares in connection with the merger of
BHP's oil and gas portfolio with Woodside (Merger).
The in specie dividend is scheduled to be paid on 1 June 2022
and will be fully franked.
BHP shareholders' entitlement to, and the payment of, the in
specie dividend is subject to completion of the Merger.
BHP will receive 914,768,948 Woodside ordinary shares as part of
the Merger. Eligible BHP shareholders will receive one newly issued
Woodside share for every 5.5340 BHP shares they hold at the close
of business on 26 May 2022 (Record Date). Holders of BHP American
depositary shares (ADSs) will be entitled to receive one Woodside
ADS for every 2.7670 BHP ADS they hold at the Record Date (with
each Woodside ADS representing one Woodside share), subject to
payment of taxes and applicable fees and expenses.
BHP ADS holders should note that the BHP ADSs will trade with
"due bills" from the opening of business in New York on 25 May 2022
until 2 June 2022. BHP ADSs trading with due bills carry the right
to receive the Woodside ADSs distributed in connection with the
Merger. Ex-dividend trading in the BHP ADSs will commence at the
opening of business in New York on 2 June 2022.
The BHP Dividend Reinvestment Plan will not operate in respect
of the in specie dividend.
Eligibility to receive Woodside shares and related sale
facility
BHP shareholders will be eligible to receive the in specie
dividend in the form of Woodside shares if their address on the BHP
register is in one of the following jurisdictions: 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. Certain South African BHP shareholders may also
validly elect to receive Woodside shares in accordance with the
instructions previously announced on 8 April 2022.
BHP shareholders with a registered address in any other
jurisdiction will generally be 'Ineligible Overseas Shareholders'
and instead have their entitlements transferred to a sale agent to
be sold in a sale facility. Proceeds are expected to be remitted to
them within 12 weeks of completion of the Merger.
Eligible small BHP shareholders holding 1,000 ordinary BHP
shares or UK depositary interests or less may also elect to have
the Woodside shares they are entitled to receive sold by the sale
agent under the sale facility, with payments also expected within
12 weeks of completion of the Merger.
Rounding of entitlements
BHP shareholders will be entitled to a whole number of Woodside
shares, with any entitlement to a fraction of a Woodside share
being rounded down to the nearest whole share. This includes BHP UK
depositary interest holders and shareholders on the BHP South
African branch share register.
The arrangements governing the BHP ADS and the BHP Corporate
Sponsored Nominee Facility contemplate rounding of entitlements,
and the rounding of the in specie dividend will occur according to
the terms and conditions of those arrangements.
Further information and key dates
Milestone Time (all dates Time
in 2022) zone
================================================ ==================== =========
Last day BHP shares trade on JSE cum-entitlement Monday 23 May SAST
to Woodside shares ([1])
================================================ ==================== =========
Last day BHP shares trade on ASX and Tuesday 24 May AEST,
LSE, cum-entitlement to Woodside shares (in each time zone) BST,
First day BHP shares trade ex-dividend SAST
on JSE
================================================ ==================== =========
First day BHP shares trade ex-dividend Commencement of AEST,
on ASX and LSE trading Wednesday BST, EDT
BHP ADS commence trading on NYSE with 25 May
"due bills" [2] (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
================================================ ==================== =========
Payment date :
Completion 8:00am, Wednesday AEST
In specie dividend payment date [3] 1 June AEST
1:30pm, Wednesday
BHP ADSs commence trading ex-dividend 1 June EDT
on the NYSE Open of business,
Thursday 2 June
================================================ ==================== =========
Commencement of normal trading of:
([4]) Thursday 2 June AEST
New Woodside shares on ASX Thursday 2 June EDT
New Woodside ADSs on NYSE Monday 6 June BST
Woodside shares (settled using Woodside
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 may be subject to change without notice or
consultation.
Shareholders should contact Computershare or their nominee or
broker for further information regarding the dividend, their
eligibility and the expected rounding treatment.
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
Tel: +61 3 9609 3830 Dinesh Bishop
Mobile: +61 411 071 715 Mobile: +61 407 033 909
Europe, Middle East and Africa
Neil Burrows
Tel: +44 20 7802 7484 Europe, Middle East and Africa
Mobile: +44 7786 661 683
Americas James Bell
Tel: +44 2078 027 144
Renata Fernandez Mobile: +44 7961 636 432
Mobile: +56 9 8229 5357
Americas
Sabrina Goulart
Mobile: +1 832 781 6698
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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Important additional information and where to find it
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
securities. 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.
In connection with the Merger, Woodside has filed 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 Merger
(including a prospectus therefor). 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 transaction. 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
TRANSACTION (INCLUDING ALL AMENDMENTS 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 AND THE TRANSACTION.
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.
This announcement is subject to the same notes, notices,
disclaimers and other matters set out under the heading "Disclaimer
and important notice" in BHP's announcement dated 8 April 2022.
[1] 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. The ability to reposition BHP securities between the
Australian principal share register, BHP DI register and BHP South
African branch share register, will recommence starting on 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 Monday, 6 June 2022 (EDT).
[2] This announcement provides details regarding the placement
of "due bills" for trading of the BHP ADSs on the NYSE, the date on
which the BHP ADS depositary is expected to recommence permitting
cancellations and withdrawals of BHP ADSs and the date on which BHP
ADSs will commence trading on an "ex-dividend" basis, which revises
the corresponding information set out in exchange announcement
published on 8 April 2022.
[3] The NYSE has advised that the BHP ADSs will trade with "due
bills" from the opening of business one day before the ADS Record
Date through close of business on the completion date. Accordingly,
holders of BHP ADSs who sell their BHP ADSs on or before the
payment date will not be entitled to receive the in-specie dividend
thereon.
[4] This is the first date on which BHP shareholders can trade
the Woodside shares (or interests therein) that have been
distributed to them.
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END
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