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BHP - unification scheme of arrangement
On 25 January 2022, BHP announced that the UK Court had sanctioned the BHP Group Plc (Plc) scheme of arrangement (the Plc Scheme) to effect the unification of BHP’s corporate structure. BHP confirmed that the Plc Scheme became effective at approximately 9:00pm (GMT) on 28 January 2022 in accordance with its terms and the entire issued and to be issued share capital of Plc will be owned by BHP Group Ltd. (Limited).
Plc Shareholders will receive one New Limited Share for each Plc Share they held at 9:00pm (GMT) on 28 January 2022. A Plc ADS Holder will receive one New Limited ADS for each Plc ADS they hold at 9:30am (EST) on 31 January 2022.
Plc Shareholders will receive New Limited Shares (or an equivalent interest) according to the way in which they held their Plc Shares. Further details and relevant definitions are set out in the Shareholder Circular that was published by BHP on 8 December 2021.
Cancellation of Plc listings
The FCA will cancel the listing of Plc Shares on the premium listing segment of the Official List and the LSE will cease trading of Plc Shares on the Main Market of the LSE, each with effect from 8:00am (GMT) on 31 January 2022.
Trading in Plc Shares on the JSE will be suspended with effect 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.
Updates to Non-executive Directors’ letters of appointment and CEO contract
Each of the Non-executive Directors’ letters of appointment will be amended to reflect that each Non-executive Director will only be serving as a Non-executive Director of BHP Group Limited (and not of BHP Group Plc) from 1 February 2022.
In addition, certain amendments are being made to Mr Henry’s contract of employment. Mr Henry’s contract will be amended, with effect from 1 February 2022, to reflect that Mr Henry will only be serving as the Chief Executive Officer of BHP Group Limited (and not of BHP Group Plc). BHP is also taking this opportunity to make a number of further amendments to Mr Henry’s contract for general improvement purposes.
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