TIDMBHP
RNS Number : 5450K
BHP Group Limited
22 December 2022
NEWS RELEASE
Release Time IMMEDIATE
Date 22 December 2022
Release Number 41/22
BHP AND OZL ENTER INTO SCHEME IMPLEMENTATION DEED
BHP has entered into a Scheme Implementation Deed (SID) with OZ
Minerals Limited (OZL) to acquire 100% of OZL by way of a scheme of
arrangement for a cash price of A$28.25 per OZL share (Scheme).
The SID confirms the terms of the Scheme and BHP's non-binding
indicative proposal announced on 18 November 2022. The execution of
the SID follows the completion of a four-week exclusive due
diligence period.
BHP's offer price of A$28.25 per OZL share corresponds to an
enterprise value of A$9.6 billion [1] for OZL and represents a
significant and attractive premium of:
-- 49.3% to OZL's closing price of A$18.92 per share on 5 August
2022, being the last trading day prior to the initial proposal by
BHP; and
-- 59.8% to OZL's 30-day VWAP of A$17.67 per share up to and including 5 August 2022.
OZL Board support
The OZL Board has unanimously recommended that OZL shareholders
vote in favour of the Scheme, and each OZL director intends to vote
their OZL shares in favour of the Scheme, in the absence of a
superior proposal and subject to an independent expert concluding
that the Scheme is in the best interests of OZL shareholders.
Overview of the Scheme Implementation Deed (SID)
BHP Lonsdale Investments Pty Limited, a wholly owned subsidiary
of BHP Group Limited, and OZL have entered into the SID. The
implementation of the Scheme is subject to satisfaction of certain
conditions including receipt of approvals from regulators in
relevant jurisdictions (including Brazil and Vietnam), an
independent expert concluding that the Scheme is in the best
interests of OZL shareholders, OZL shareholder approval, Australian
court approval, no material adverse change in relation to OZL and
no prescribed occurrences occurring. The Scheme is not subject to a
financing condition. The conditions of the Scheme are required to
be satisfied by 31 August 2023 unless extended by BHP and OZL. The
SID also contains customary exclusivity provisions including 'no
shop' and 'no talk' restrictions, and a matching right in favour of
BHP in respect of competing proposals. The SID contains a
reciprocal break fee regime, payable by BHP and OZL in certain
circumstances. The amount of the break fee and reverse break, if
either become payable, is A$95 million.
The SID allows for OZL to pay a franked dividend to OZL
shareholders of up to A$1.75 per OZL share on or prior to the
transaction being implemented, with the cash price of A$28.25 to be
reduced by the cash component of any dividends paid by OZL before
the date of the implementation of the Scheme.
Full details of the conditions of the Scheme and other agreed
terms are set out in the SID, a copy of which was released to the
ASX by OZL today.
Attractive strategic rationale
BHP CEO Mike Henry said:
"The combination of BHP and OZL's assets, skills and technical
expertise provides a unique opportunity not available under
separate ownership, with complementary resources including the Oak
Dam exploration prospect and existing facilities within close
proximity, backed by BHP's strong balance sheet, capital discipline
and commitment to sustainable development.
We thank the OZL Board and management for their engagement
through the due diligence process and look forward to working
together to continue to take steps forward to complete the
transaction."
Funding
The cash required by BHP to fund the Scheme will be sourced from
a combination of BHP's existing cash reserves and cash equivalents,
and the proceeds of a new loan facility. The total amount of
funding available under this facility exceeds the consideration
required and all expected costs associated with the Scheme.
Indicative timetable
A Scheme meeting of OZL shareholders is expected to be held in
late March / early April 2023 and, if approved by OZL shareholders
and the court, the Scheme will be implemented shortly after.
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 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
Renata Fernandaz Monica Nettleton
Mobile: +56 9 8229 5357 Mobile: +1 (416) 518-6293
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 may contain forward-looking statements,
including statements regarding the Scheme and related transactions,
such as the expected timing and benefits . Words such as
'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend',
'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will',
'should', 'seek' and other similar words or expressions identify
forward-looking statements. 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 , including those associated with the industries in
which BHP and OZL operate. Many of these risks are beyond the
control of BHP and its related bodies corporate and affiliates, and
each of their respective directors, officers, employees, partners,
consultants, contractors, agents, advisers and representatives. It
is believed that the expectations reflected in forward-looking
statements are reasonable, but they may be affected by a range of
variables which 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.
Factors that could cause actual results or performance to differ
materially from those expressed or implied in the forward-looking
statements include, but are not limited to: price fluctuations,
actual demand, currency fluctuations, geotechnical factors,
drilling and production results, 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. Except as required by applicable regulations or
law, BHP assumes no obligation, and does not undertake, to update
any forward-looking statements or information regularly in part or
whole.
Investors are strongly cautioned not to place undue reliance on
forward-looking statements, particularly in light of the current
economic climate . 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 Scheme , OZL's operations or BHP'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 announcement. To the maximum extent permitted by law, none
of BHP, its directors, employees, agents or advisers, nor any other
person accepts any liability for any loss arising from the use of
this announcement or its contents or otherwise arising in
connection with it.
Limitation of information in relation to OZL
To the maximum extent permitted by law, BHP makes no
representation or warranty, expressed or implied, as to the
fairness, accuracy, correctness, completeness or adequacy of any
information relating to OZL in this announcement. Receipt of
additional or updated information may change any forward-looking
statements concerning OZL in this announcement. OZL may have a
different interpretation of the underlying data and release other
information to the market.
No offer or solicitation
This communication relates to the Scheme . 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 Scheme
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.
[1] Based on OZL's fully diluted shares on issue of 337.0
million (inclusive of 2.1 million performance rights) as at 22
December 2022 and net debt of A$84 million as at 30 September
2022.
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END
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