TIDMBHP

RNS Number : 5305N

BHP Group Limited

01 June 2022

NEWS RELEASE

 
Release Time     IMMEDIATE 
Date             1 June 2022 
Release Number   19/22

Merger completion and in specie distribution

BHP Group (BHP) is pleased to announce that the merger of BHP's oil and gas portfolio with Woodside Energy Group Limited (Woodside) by an all-stock merger (Merger) has completed today.

BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. BHP has paid the in specie dividend and distributed Woodside shares today in line with the details described in BHP's announcement on 20 May 2022. As a result, BHP has now distributed Woodside shares to eligible BHP shareholders. BHP dividend statements and Woodside holding statements are expected to be despatched to eligible BHP shareholders in mid-June 2022.

The closing price of Woodside shares on ASX on 31 May 2022 was A$29.76 [1] . The implied value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). At this valuation, the in specie dividend is approximately A$5.38 (US$3.86), with A$2.30 (US$1.66) of franking credits being distributed, per BHP share.

As part of completion, BHP has made a net cash payment of approximately US$0.7 billion to Woodside. In addition, approximately US$0.3 billion in cash will be left in the BHP Petroleum bank accounts to fund the ongoing operations. This reflects the net cash flows generated by BHP Petroleum, less cash dividends paid by Woodside to BHP, between the Merger effective date of 1 July 2021 and completion. This net payment to Woodside will be subject to a customary post-completion review which may result in an adjustment to the amount paid.

BHP Chief Executive Officer, Mike Henry said: "The merger of our petroleum assets with Woodside creates a global energy company with the scale and opportunity to help supply the energy needed for global growth and development in a rapidly decarbonising world. Our shareholders will now have exposure to assets in two organisations, BHP and Woodside, each with a very clear focus, strategy and value proposition. BHP's world class portfolio is weighted towards commodities which support economic growth and have decarbonisation upside and combined with our operational excellence will underpin attractive returns and long-term value growth."

Trading of Woodside shares and depositary interests

Normal trading of the new Woodside shares that are received as part of the in specie dividend will commence as follows :

 
 2 June 2022   New Woodside shares on ASX 
                Woodside American depository shares on NYSE 
 6 June 2022   Woodside depository interests on LSE 
              ---------------------------------------------

Sale facility

For ineligible overseas shareholders and small BHP shareholders that have validly elected to participate in the sale facility, the in specie dividend entitlement has been transferred to the sale agent to be sold. The sale proceeds may take up to 12 weeks to be remitted to BHP shareholders.

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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[1] Based on an exchange rate of AUD/USD 0.7187 and AUD/ZAR 11.1846, this equates to a Woodside share price of US$21.39 and ZAR332.85.

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END

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June 01, 2022 02:00 ET (06:00 GMT)

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