- Publication of Shareholder Circular, Prospectus and Johannesburg Stock Exchange pre-listing announcement

On 2 December 2021, BHP announced a final Board decision to unify BHP’s corporate structure under its existing Australian parent company, BHP Group Limited.

Unification will require the approval of BHP Group Limited and BHP Group Plc shareholders and shareholder meetings will take place on Thursday 20 January 2022.

Today, BHP has published a Shareholder Circular, a Prospectus and a Johannesburg Stock Exchange pre-listing announcement which are available on the BHP website (www.bhp.com/unify). A copy of the relevant documents will also be submitted to the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Shareholder Circular contains the notices of the shareholder meetings of BHP Group Limited and BHP Group Plc, the advantages, disadvantages and risks associated with unification and, as is customary in Australia, an independent expert’s report that concludes that unification is in the best interests of BHP Shareholders.

BHP Shareholders are encouraged to read the Shareholder Circular (and the Prospectus for BHP Group Plc shareholders) as these documents contain important information in relation to unification.

The BHP Board believes that unification is in the best interests of Plc Shareholders as a whole, Limited Shareholders as a whole and BHP Shareholders as a whole, and accordingly unanimously recommends that shareholders vote in favour of unification. Each of the Directors intends to vote all BHP shares that they own or control in favour of the unification resolutions.

Meeting dates

Shareholder meetings will be held sequentially on Thursday 20 January 2022 as follows:

First, the BHP Group Limited general meeting will take place in Melbourne at 6:00pm (AEDT).
Next, the BHP Group Plc scheme meeting will take place in London at the later of 10:00am (GMT) and the conclusion or adjournment of the BHP Group Limited general meeting.
Finally, the BHP Group Plc general meeting will take place in London at the later of 10:30am (GMT) and the conclusion or adjournment of the BHP Group Plc scheme meeting.
All of the resolutions at each of these meetings must be approved by the requisite majorities for unification to proceed.

Further information on these meetings and a detailed timetable is set out in the Shareholder Circular.

Unification timetable and approvals

If approved by shareholders and all other conditions are satisfied or waived, unification is expected to complete on 31 January 2022 and the expected last day of trading in BHP Group Plc shares (including BHP Group Plc shares in the form of ADSs on the NYSE) would be 28 January 2022 (in the relevant jurisdictions). The Limited shares that are to be issued in connection with unification are expected to be admitted to trading on the ASX, LSE, JSE and Limited ADSs on the NYSE on 31 January 2022.

As unification will involve a UK scheme of arrangement, it will also require the UK Court’s sanction of the scheme. Implementation of unification also remains subject to approval from the National Treasury of South Africa1 and an outstanding competition regulatory clearance, both of which are intended to be obtained before the shareholder meetings, and receipt of final approvals in respect of the admission of Limited’s shares to the standard segment of the FCA Official List and trading on the LSE and the listing of Limited’s shares on the JSE.

1 National Treasury of South Africa approval to be obtained pursuant to an application that BHP has made to the South African Reserve Bank (SARB)

see more on
https://www.bhp.com/news/media-centre/releases/2021/12/bhp-publishes-shareholder-documents-in-connection-with-unification-proposal

watch the video on
https://www.bhp.com/news/media-centre/reports-presentations/2021/12/rag-udd-on-cnn-chile