Stock information – GB00BH0P3Z91
BHP Group Plc has announced that following a review of its dual-listed company structure, the company intends to unify its corporate structure under its existing Australian parent company, BHP Group Limited. To effect unification, Plc shareholders` shares (and ADSs) will be exchanged for Limited shares on a one-for-one basis, resulting in Limited becoming the sole parent company of the BHP Group.
There will be no change to the respective shareholdings of each Limited shareholder nor to the proportionate interest of each shareholder in the unified BHP Group. BHP will have its primary listing on the ASX, a standard listing on the London Stock Exchange (LSE), a secondary listing on the Johannesburg Stock Exchange (JSE), and a sponsored Level II American Depositary Receipt program on the New York Stock Exchange (NYSE).
The Company`s global investor base will continue to be able to invest in BHP on the same securities exchanges as prior to unification. Unification will not change BHP`s fundamentals: it will not change BHP`s underlying assets or operations, Board composition, Executive Leadership Team, corporate presence or cash flow generation. Importantly, there will also be no change to BHP`s dividend policy, including its ability to pay franked dividends, as a result of unification. Unification will require approval by a vote of the shareholders of each of Plc and Limited. 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 of the National Treasury of South Africa 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. A general meeting of Limited is expected to take place on the afternoon of 20 January 2022 (Melbourne time).
A scheme meeting and a general meeting of Plc are expected to take place in London on the morning of 20 January 2022 (UK time). These dates are subject to, amongst other things, the UK Court approving the convening of the Plc scheme meeting. Further information on these meetings will be set out in the Shareholder Circular. If approved and all other conditions are satisfied or waived, unification is expected to complete on 31 January 2022 (Melbourne time), meaning that the expected last day of trading in Plc shares (including Plc shares in the form of ADSs on the NYSE) would be 28 January 2022 (in the relevant jurisdictions), and Limited shares will be admitted to trading on the ASX, LSE, JSE and Limited ADSs on the NYSE on 31 January 2022.
On or before 31 January 2022, certain key steps will be taken to terminate the DLC structure, including cancellation of the Plc preference shares, the re-registration of Plc as a private limited company, and the termination of the DLC Sharing Agreement. A Shareholder Circular and a Prospectus are expected to be published on or around 8 December 2021, which will contain further information on unification and the Limited shares, including details of the proposed UK scheme of arrangement to effect unification, an independent expert`s report on whether unification is in the best interests of BHP shareholders, and the notices of shareholder meetings of BHP Group Limited and BHP Group Plc, which are expected to take place on 20 January 2022. Unification is expected to complete by 31 January 2022 subject to approval by the shareholders of both BHP Group Limited and BHP Group Plc, receipt of remaining regulatory approvals and UK Court sanction of the scheme. The Shareholder Circular and Prospectus will be available on the BHP website.
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