On 20 January 2022, BHP announced that shareholders had voted in favour of unification at the BHP shareholder meetings convened in connection with unification. BHP is pleased to announce that the UK Court has today issued the Court Order sanctioning the Plc scheme of arrangement to effect unification.

It is anticipated that the Plc Scheme will become effective at 9:00pm (GMT) on 28 January 2022, when the UK Court Order is expected to be delivered to the UK Registrar of Companies.

Next steps and unification timetable

Unification is expected to complete by 31 January 2022 (Melbourne time). To effect unification, Plc Shares and Plc ADSs will be exchanged for Limited Shares and Limited ADSs (respectively) on a one for one basis. BHP Group Limited will become the sole parent company of the BHP Group.

The last time and date for dealings in, and for the registration of transfers of, Plc Shares on the JSE will be 5:00pm (SAST) on 28 January 2022 and on the LSE will be 6:00pm (GMT) on 28 January 2022. The last time and date for dealings in, and for the registration of transfers of, Plc ADSs on the NYSE will be 4:00pm (EST) on 28 January 2022.

The new Limited Shares and the Limited ADSs are expected to be admitted to trading on the ASX, LSE, JSE and the NYSE (as applicable) on 31 January 2022. The existing Limited Shares that are listed and traded on the ASX will also be admitted to trading on the LSE and JSE.

Applications have been made for the de-listing of Plc Shares from the premium listing segment of the Official List of the FCA and the cancellation of the admission to trading of Plc Shares on the Main Market of the LSE.

Subject to the Plc Scheme becoming effective, it is expected that such de-listing and cancellation will take effect at 8:00am (GMT) on 31 January 2022. Trading in Plc Shares on the JSE is expected to be suspended from 9:00am (SAST) on 31 January 2022 and Plc’s listing on the JSE is expected to be cancelled at 9:00am (SAST) on 4 February 2022. Dealings in Plc ADSs on the NYSE are expected to be formally halted before markets open (EST) on 31 January 2022.

The detailed timetable as set out in the Shareholder Circular published by BHP on 8 December 2021 remains unchanged.

Disclaimer

BHP makes no representation or warranty as to the appropriateness, accuracy, completeness or reliability of the information in this release.