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BHP - copper exploration program update
BHP confirmed identification of a potential new iron oxide, copper, gold (IOCG) mineralised system, located 65 kilometres to the south east of BHP’s operations at Olympic Dam in South Australia.
As part of BHP’s ongoing copper exploration program, four diamond drill holes, totalling 5346 metres, intersected copper, gold, uranium and silver mineralisation of IOCG style on BHP’s exploration licence 5941.
Laboratory assay results show downhole mineralisation intercepts ranging from 0.5 per cent to six per cent copper with associated gold, uranium and silver metals.
This exploration project is at an early stage and there is currently insufficient geological information to assess the size, quality and continuity of the mineralised intersections. BHP is evaluating and interpreting the results reported and planning a further drilling program, to commence in early 2019.
BHP’s copper exploration program has targeted the Stuart Shelf in South Australia as part of a focused global program which includes Ecuador, Canada, Peru, Chile and the south west of the United States.
Copper and oil are the main focus of BHP’s exploration programs.
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BHP - capital allocation briefing
BHP will be holding an investor and analyst briefing today in Melbourne on BHP’s Capital Allocation Framework. The purpose of the briefing is to provide greater detail in relation to BHP’s capital allocation processes, and greater transparency on BHP’s approach to capital allocation and investment decisions.
The presentation is available on BHP’s website at: www.bhp.com/- /media/documents/media/reports-and- presentations/2018/181121_CapitalAllocationBriefing.pdf
The webcast of the briefing will be available at: www.edge.media- server.com/m6/p/nxkxg8iw
Further information on BHP can be found at: bhp.com
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BHP - finalisation announcement
Further to the declaration announcement on 7 November 2018, BHP Billiton Plc has changed its name from BHP Billiton Plc to BHP Group Plc. The share code and ISIN number on the JSE will change and the updated salient dates and times in respect of the name change on the JSE will be as follows:
- Last day to trade in existing shares on the JSE prior to the change of name on the JSE: Thursday, 22 November 2018
- Trading in the new name, share code and ISIN number (GB00BH0P3Z91) of BHP Group Plc and abbreviated name BHP on the JSE commences on Friday, 23 November 2018
- Change of name, record date on the JSE : Tuesday, 27 November 2018
- CSDP and broker accounts of dematerialised shareholders are expected to be updated on Wednesday, 28 November 2018
- Issue of new share certificates to certificated shareholders upon receipt of forms of surrender from Wednesday, 28 November 2018
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BHPBill - change of name
Following shareholder approval, BHP Billiton Ltd. and BHP Billiton Plc have changed their names to BHP Group Ltd. and BHP Group Plc, respectively, effective 19 November 2018.
BHP Group Plc’s ticker on each of the LSE and JSE will change to "BHP" on 23 November 2018.
In connection with the name change, on 23 November 2018, BHP Group Plc’s ISIN will change to GB00BH0P3Z91 and SEDOL will change to BH0P3Z9.
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BHPBill - longstanding transfer pricing dispute
BHP has reached an agreement with the Australian Taxation Office (ATO) to settle the transfer pricing dispute relating to its marketing operations in Singapore. The settlement fully resolves the longstanding dispute between BHP and the ATO for all prior years, being 2003 to 2018, with no admission of tax avoidance by BHP, and provides certainty in relation to the future taxation treatment. The dispute related to the amount of Australian tax payable as a result of the sale of BHP’s Australian commodities to BHP’s Singapore marketing business. As part of the settlement, BHP will pay a total of approximately AUD529 million in additional taxes for the income years 2003 to 2018. BHP has already paid AUD328 million of this amount, following receipt of amended tax assessments and in accordance with the ATO’s normal practice.
In addition, from July 2019, BHP Group Limited will increase its ownership of BHP Billiton Marketing AG, which is the main company conducting BHP’s Singapore marketing business, from 58 per cent to 100 per cent. The change in ownership will result in all profits made in Singapore in relation to the Australian assets owned by BHP Group Limited being fully subject to Australian tax. The change in ownership will provide certainty for BHP and the ATO regarding the Australian taxation treatment of BHP’s Singapore marketing business for future years. BHP’s marketing operations will continue to be located in Singapore and remain an important part of BHP’s value chain. These marketing operations contribute to BHP’s ability to compete in the global marketplace and to the value of Australia’s natural resources. Being located in Singapore provides BHP with access to a highly skilled global trading centre for its commodities in close proximity to its customer base.
Additional Information
The dispute between BHP and the ATO related to the amount of Australian tax payable as a result of the sale of Australian commodities to BHP’s Singapore marketing business. The ATO had issued amended assessments for AUD661 million primary tax (AUD1,042 million including interest and penalties) for the income years 2003 to 2013. As a result of the change in ownership of BHP Billiton Marketing AG, to be 100 per cent owned by BHP Group Limited, BHP’s Singapore marketing arrangements for future years will be within the "low risk" or "green zone" for offshore marketing hubs as set out in the ATO’s Practical Compliance Guideline 2017/1 and all profits made in Singapore in relation to the Australian assets owned by BHP Group Limited will be fully subject to Australian tax.
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BHPBill - 2018 AGM results
Please find attached the results of the business conducted at the meeting of shareholders of BHP Billiton Ltd. held in Adelaide, Australia on 8 November 2018 and at the meeting of shareholders of BHP Billiton Plc held in London, United Kingdom on 17 October 2018. As required by the Dual Listed Company Structure, a poll was conducted on each of the proposed resolutions. Each 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 is detailed in Appendix 1. The additional information required in respect of BHP Billiton Plc by the United Kingdom Companies Act 2006 is provided in Appendix 2. A copy of the resolutions 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 - successful bids
The Canada Newfoundland and Labrador Offshore Petroleum Board announced that BHP has been successful in its bids to acquire a 100% participating interest in, and operatorship of, two exploration licences for blocks 8 and 12 in the offshore Orphan Basin in Eastern Canada.
Steve Pastor, BHP President Operations Petroleum, said the successful bids are an exciting opportunity for BHP to explore for world class conventional oil assets as an early mover in this prospective region. BHP’s aggregate bid amount of USD625 million covers the drilling and seismic work required by the exploration work programs under the licence agreements over the six year term. BHP’s minimum commitment under the licence agreements is for USD157 million.
Should BHP decide to progress the exploration program beyond this initial phase, a decision in relation to further capital expenditure to drill the first appraisal well is expected to be made in FY2022. BHP’s initial planned capital expenditure on the exploration work programs for blocks 8 and 12 is USD140 million up to FY2021, and is within BHP’s current exploration budget. Subject to satisfaction of conditions outlined by the Canada Newfoundland and Labrador Offshore Petroleum Board, it is anticipated that the licence agreements would be issued in December 2018 and would be effective in January 2019.
Further information on BHP can be found at www.bhp.com.
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BHPBill - 2018 AGM presentation
The following document has today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do: BHP Billiton Ltd. 2018 AGM Presentation
The document will also shortly be available via BHP’s website:www.bhp.com/-/media/documents/investors/shareholder- information/2018/181108_bhplimited2018agmpresentation.pdf
The meeting will be webcast at: www.edge.media-server.com/m6/p/m2pf252u
Further information on BHP can be found at bhp.com.
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BHPBill - proposed name change
BHP Billiton Plc will be changing its name from BHP Billiton Plc to BHP Group Plc, provided that it obtains the necessary shareholder approval, the name change becomes effective and is registered with the Companies House in the United Kingdom. The JSE share code and ISIN number will change and the salient dates and times in respect of the name change on the JSE will be as follows:
- Declaration date - Wednesday, 7 November 2018
- Finalisation date by 11am SA time - Tuesday, 20 November 2018
- Last day to trade in existing shares on the JSE prior to the change of name, share code and ISIN number - Tuesday, 20 November 2018
- Trading in the new name, share code and ISIN number of BHP Group Plc and abbreviated name BHP on the JSE commences on Wednesday, 21 November 2018
- Change of name, record date on the JSE - Friday, 23 November 2018
- CSDP and broker accounts of dematerialised shareholders are expected to be updated on Monday, 26 November 2018
- Issue of new share certificates to certificated shareholders upon receipt of forms of surrender from Monday, 26 November 2018
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BHPBill - USD10.4 billion shareholder return
BHP plans to return USD10.4 billion to its shareholders through the combination of an off-market buy-back and a special dividend. The program will commence immediately with BHP targeting an off-market buy-back of USD5.2 billion (AUD7.3 billion) of BHP Billiton Ltd. shares (Off-Market Buy- Back) under which BHP Billiton Ltd. can buy back shares at up to a 14% discount. BHP intends to pay the balance of the net proceeds from the sale of its Onshore US assets (expected to be USD5.2 billion) to all shareholders in the form of a special dividend (Special Dividend) to be determined following completion of the Off-Market Buy-Back, and to be payable in January 2019.
Shareholder return program
All shareholders are expected to benefit from the Off-Market Buy-Back as (i) for some BHPB Billiton Ltd. shareholders, depending on their tax status, the after-tax return from participating in the Off-Market Buy-Back may be greater than the return from the sale of their shares on-market; (ii) the Off-Market Buy-Back is expected to improve return on equity, cash flow per share and earnings per share for all shareholders who continue to hold shares in BHP; and (iii) the Off-Market Buy-Back is an efficient means of returning capital to shareholders, including as a result of the discount of up to 14 per cent available to BHP Billiton Ltd. under the Off-Market Buy-Back.
BHP will target an Off-Market Buy-Back of USD5.2 billion (AUD7.3 billion) of BHP Billiton Ltd. shares. BHP Billiton Ltd. may, at its discretion, vary the size of the Off-Market Buy-Back, subject to certain legal restrictions. BHP Billiton Ltd. expects to announce the results of the Off-Market Buy-Back on Monday 17 December 2018.
Following completion of the Off-Market Buy-Back, BHP intends to determine the Special Dividend on Monday 17 December 2018, with the per share dividend amount to be calculated by reference to the reduced number of shares on issue following completion of the Off-Market Buy-Back. The Special Dividend will be fully franked and, according to the indicative timetable included in this announcement, paid on Wednesday 30 January 2019, with a dividend ex-entitlement date of Thursday 10 January 2019 on the Australian Securities Exchange, London Stock Exchange and New York Stock Exchange, and Wednesday 9 January 2019 on the Johannesburg Stock Exchange.
The dates for the Off-Market Buy-Back and the intended Special Dividend are set out in the indicative timetable included in this announcement. While BHP does not anticipate any changes to the times and dates set out in the indicative timetable, it reserves the right to vary them without notification.
Details of the Off-Market Buy-Back
The Off-Market Buy-Back is considered an off-market buy-back for the purposes of the Income Tax Assessment Act 1936 (Cth). BHP Billiton Ltd. will repurchase BHP Billiton Ltd. shares under the Off-Market Buy-Back at a discount of up to 14 per cent to the volume weighted average price (VWAP) of BHP Billiton Ltd. shares (Buy-Back Price), where the VWAP will be calculated for the five trading day period up to and including the closing date of the Off-Market Buy-Back (Market Price). Eligible shareholders of BHP Billiton Ltd. may tender some or all of their shares at discounts of between 10 per cent and 14 per cent inclusive (at one per cent intervals) to the Market Price or as a final price tender (which is an election to receive the Buy-Back Price). Eligible shareholders may also impose a minimum price condition on their tender, and if the Buy-Back Price is less than the minimum price specified, then that shareholder’s tender will not be accepted. The Buy-Back Price will be determined according to the tenders lodged by eligible shareholders and the Market Price.
Eligible shareholders may choose to participate in the Off-Market Buy-Back for various reasons and, in so doing, may take advantage of the tax benefits that arise only under the Australian taxation regime. BHP Billiton Ltd. does not anticipate that shareholders who are resident outside Australia will participate, as they are likely to obtain a better outcome by selling their shares on-market. Certain excluded foreign persons, including shareholders in the United States (US), US persons and residents of Canada, will not be eligible to participate in the Off-Market Buy-Back. In addition, American Depositary Receipts (ADRs) and restricted employee shares may not be tendered into the Off-Market Buy-Back.
For shares successfully tendered into the Off-Market Buy-Back, the cut-off date for franking credit entitlement under the 45 day rule, for the purposes of the Off-Market Buy-Back, is Thursday 1 November 2018. For the purpose of capital gains tax calculations, the capital proceeds will be the AUD0.38 per share capital component plus an amount equal to the excess of the Tax Value over the Buy-Back Price.
Under the Off-Market Buy-Back tender process, BHP Billiton Ltd. will buy all shares tendered by eligible shareholders who elect to receive the Buy-Back Price or who tender their shares at a discount greater than, or equal to, the final buy-back discount determined under the tender process, subject to any required scale back. To the extent that more shares are tendered than the amount of the buy-back, then tenders will be scaled back, subject to the rules on small shareholdings.
All tendered shares that are accepted by BHP Billiton Ltd. will be bought back at the Buy-Back Price, even if they are tendered at a discount that represents a price below the Buy-Back Price. BHP Billiton Ltd. will not buy back any shares tendered by shareholders at a price above the Buy-Back Price or tenders with a minimum price condition that is greater than the Buy-Back Price.
The scale back mechanism, consistent with market practice, has been structured to minimise eligible registered shareholders with small holdings from being disadvantaged. If there is a scale-back, eligible shareholders will have the first 165 shares (or if they hold fewer than 165 shares, then that smaller number of shares) accepted into the Off-Market Buy-Back (Priority Allocation). In addition, any eligible shareholders who tender all of their shares at or below the Buy-Back Price and who would be left with a small holding (65 shares or fewer) after the Priority Allocation and any scale back, will have their tender accepted in full.
It is likely that the BHP Billiton Ltd. shares could be sold on-market at a price that will be higher than the Buy-Back Price, as shareholders are being invited to tender shares into the Off-Market Buy-Back at discounts to the Market Price. However, for some shareholders, depending on their individual circumstances, the Off-Market Buy-Back may provide a greater after-tax return than the return from selling their shares on-market. The Off-Market Buy-Back will have different tax consequences for different shareholders. As such, BHP Billiton Ltd. strongly recommends that shareholders seek their own professional advice (including financial and tax advice) about the implications of participation in the Off-Market Buy-Back in respect of their own individual circumstances.
Eligible shareholders will be sent a personalised Off-Market Buy-Back information flyer detailing how eligible shareholders can obtain a copy of the Off-Market Buy- Back booklet (Buy-Back Booklet). The Buy-Back Booklet contains the Off-Market Buy-Back terms and conditions (including eligibility and details of the tender process), and is expected to be available on our website (BHP.com), or (if requested) dispatched in hardcopy, from Thursday 8 November 2018. Neither the information flyer, nor the Buy-Back Booklet, can be distributed or released in or into the US or Canada.
Shareholders should read all of the information in the Buy-Back Booklet before deciding whether to participate in the Off-Market Buy-Back.
Special Dividend considerations
Having regard to the scale, nature and timing of the intended Special Dividend, BHP’s Dividend Reinvestment Plan will not operate with respect to the Special Dividend. Shareholders will not be entitled to the Special Dividend in respect of shares that are successfully sold into the Off-Market Buy-Back. This is because the Special Dividend will be paid after completion of the Off-Market Buy-Back.
The record date for the Special Dividend will occur after the Off-Market Buy-Back has been completed to ensure that the "Last-In-First-Out" (LIFO) rule does not apply to deny franking credits in respect of the Special Dividend for shareholders who both successfully sell shares into the Off-Market Buy-Back and receive the Special Dividend on shares held on Friday 11 January 2019 (according to the indicative timetable).
Shareholder return timetable
- Off-Market Buy-Back announcement : 1 November 2018
- Last day that shares can be acquired to be eligible for franking credit entitlements under the Off-Market Buy-Back : 1 November 2018
- Last day that shares can be acquired to be eligible to participate in the Off- Market Buy-Back : 5 November 2018
- Shares quoted ex-entitlement to participate in the Off-Market Buy-Back on the Australian Securities Exchange (ASX) (shares acquired on the ASX on or after this date will not confer an entitlement to participate in the Off- Market Buy-Back) : 6 November 2018
- Determination of eligible BHP Billiton Ltd. shareholders entitled to participate in the Off-Market Buy-Back (Buy-Back Record Date) : 7 November 2018
- Expected completion of mail out of Off-Market Buy-Back information flyer to eligible shareholders : 15 November 2018
- Off-Market Buy-Back tender period opens : 19 November 2018
- Off-Market Buy-Back tender period closes – tenders must be received by 5.00pm (AEDT) (Closing Date) : 14 December 2018
- Announcement of the Buy-Back Price and any scale back : 17 December 2018
- Special Dividend determined and announced : 17 December 2018
- Completion of Off-Market Buy-Back proceeds dispatch/crediting to successful BHP Billiton Ltd. shareholders : 24 December 2018
- Special Dividend currency conversion into South African Rand : 4 January 2019
- Last day to trade cum-dividend on Johannesburg Stock Exchange : 8 January 2019
- Special Dividend ex-dividend date (Johannesburg Stock Exchange) : 9 January 2019
- Special Dividend payment date : 30 January 2019
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