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BHPBill - South32 Demerger Implemented
BHPBill is pleased to announce that the implementation of the demerger of South32 from BHPBill was completed on 25 May 2015. Shares in South32 Ltd. have been distributed to eligible BHPBill shareholders. The number of South32 ordinary shares on issue was 5 323 762 901 as at 25 May 2015.
Holding statements will be dispatched to shareholders by early June 2015. Commencement dates for normal settlement trading of South32 shares on the ASX and LSE, in addition to regular way trading of South32 ADSs in the over-the-counter market, are expected to occur as outlined in the Shareholder Circular dated 16 March 2015 in relation to the demerger of South32 by BHPBill(1). Normal settlement trading on the JSE commenced on 18 May 2015.
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BHPBill director retirement
Keith Rumble will retire as an independent non-executive Director of BHP Billiton Ltd. and BHPBill with effect as of 22 May 2015.
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BHPBill -- End of US Investigations
BHPBill announced end of US investigation
- U.S. Department of Justice (DoJ) to take no action
- U.S. Securities and Exchange Commission (SEC) investigation that commenced in 2009 resolved on all matters
- No findings of bribery or corrupt intent
- DOJ’s ‘no action’ and SEC resolution conclude the U.S. investigations
- SEC imposes a civil penalty relating to accounting provisions of the FCPA
- SEC notes BHPBill’s “significant cooperation” and “significant remedial actions”
- SEC findings relate to BHPBill’s internal controls and books and records governing its hospitality program at the 2008 Beijing Olympic Games
BHPBill announced the resolution of the previously disclosed investigation by the SEC into potential breaches of the United States Foreign Corrupt Practices Act (FCPA). The DOJ has also completed its investigation into BHPBill without taking any action. The investigations related primarily to previously terminated minerals exploration and development efforts as well as hospitality provided by the Company at the 2008 Beijing Olympic Games. This concludes the US investigations on all matters.
BHPBill will continue to cooperate with the Australian Federal Police investigation, which was announced in 2013. The matter is being resolved with the SEC pursuant to an administrative order which imposes a USD25 million civil penalty. The SEC Order makes no findings of corrupt intent or bribery by BHPBill.
The findings announced by the SEC relate to a hospitality program hosted by BHPBill which supported its sponsorship of the 2008 Beijing Olympic Games. As part of this program, the Company invited customers, suppliers, business partners, and government officials, along with Company employees, to the Olympic Games. While BHPBill made efforts at the time to address the risks related to inviting government officials to the Olympics, the controls it relied upon were insufficient to satisfy the civil books and records and internal accounting controls requirements of the U.S. statute.
The SEC noted the “significant cooperation” BHPBill provided during the extensive investigation, which commenced in 2009. It also noted the “significant remedial actions” the Company has taken over the past five years to enhance its compliance program. At the time of its sponsorship of the 2008 Beijing Olympics and Paralympics, BHPBill had no independent compliance function. Instead, accountability for complying with the Company’s anti-corruption policies, which were set out in the Company’s Guide to Business Conduct, was vested in its operating business units. The Company has since created an independent compliance function that reports to the head of the legal function and the Risk & Audit Committee of the BHPBill Board. This function would be required to approve any offer of hospitality of this kind to a government official. Under the SEC Order, BHPBill will self-report on its compliance program for twelve months.
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BHPBill -- 2015 Global Conference
2015 Global Metals, Mining and Steel Conference Presentation
The following document has today been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do: • 2015 Global Metals, Mining and Steel Conference Presentation
The document may also be accessed via BHPBill’s website - www.bhpbilliton.com
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BHPBill -- Appointment of South32 Directors
BHPBill announced the following developments in relation to the Board of Directors for South32 Ltd.:
- the appointments of Frank Cooper, Peter Kukielski, Futhi Mtoba and Wayne Osborn as Non-executive Directors of South32, which were subject to shareholder approval of the demerger of South32 from BHPBill, took effect on 7 May 2015 as contemplated by BHPBill’s announcement of 7 April 2015;
- Keith Rumble, who was appointed to the South32 Board of Directors on 27 February 2015, will retire from the BHPBill board with effect from 22 May 2015; and
- the appointment of Xolani Mkhwanazi as a Non-executive Director of South32 will take effect on 2 July 2015, to facilitate finalisation of the transition from his current employment with BHPBill.
Further information on BHPBill can be found at: www.bhpbilliton.com.
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BHPBill -- demerger dividend
Following the approval of the proposed demerger of South32 by the shareholders of BHP Billiton Limited and BHP Billiton Plc on 6 May 2015, the BHP Billiton Board today resolved to approve the in-specie distribution of South32 Limited (ABN 84 093 732 597) shares to shareholders in BHP Billiton Limited and BHP Billiton Plc as described in the Shareholder Circular dated 16 March 2015 (the Demerger Dividend).
As a result of the Demerger Dividend, each eligible shareholder will receive one South32 Limited share for each BHP Billiton share held on the applicable record date. Each BHP Billiton ADS holder will receive 0.4 South32 ADSs for each BHP Billiton ADS held on the applicable record date (each South32 ADS representing five South32 Limited shares).
A share sale facility has been established for certain eligible shareholders who hold 10,000 or fewer BHP Billiton shares. These shareholders may elect to have all the South32 Limited shares they receive sold by the sale agent with the proceeds remitted to them following the demerger. South32 Limited shares will not be distributed to ineligible shareholders. Instead, South32 Limited shares which these shareholders would otherwise have been entitled to receive will be transferred to the sale agent to be sold with the proceeds remitted to them following the demerger.
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BHPBill results of general meeting
Please find attached the results of the business conducted at the meetings of shareholders of BHP Billiton Ltd. (“Ltd.”) held in Perth, Australia and BHPBill held in London, United Kingdom on 6 May 2015.
As required by the Dual Listed Companies Structure, a poll was conducted on the proposed resolution. The resolution is a Joint Electorate Action. The poll results for BHP Billiton Limited and BHP Billiton Plc are attached.
The final proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares) is detailed in Appendix 1. The additional information required in respect of BHP Billiton Plc by the United Kingdom’s Companies Act 2006 (as amended by The Companies (Shareholders’ Rights) Regulations 2009) is provided in Appendix 2.
A copy of the resolution passed at the closure of the poll today has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM
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BHPBill general meeting presentation
The following document has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do:
- BHPBill 2015 General Meeting Presentation
The document may also be accessed via BHPBill's website - www.bhpbilliton.com
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BHPBill general meeting speech
Please find attached the address to shareholders to be delivered by the Chairman at the BHPBill General Meetings in London and Perth. The meeting will be webcast at http://edge.media-server.com/m/p/5tqsv5yi. As part of the Dual Listed Company structure of the Group, the business to be conducted at the General Meetings will be determined by polls. At the conclusion of the meetings, results will be notified to exchanges and published at www.bhpbilliton.com. Further information on BHPBill can be found at: www.bhpbilliton.com.
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BHPBill appointment of company secretary
On 1 June 2015 Margaret Taylor will be appointed Group Company Secretary of BHP Billiton Ltd. and BHPBill to coincide with the resignation of Jane McAloon from the position. Until that date Margaret has been appointed as Company Secretary of BHP Billiton Ltd. and BHPBill.
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Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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