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BHP - buy-back completion and special dividend
BHP successfully completes USD5.2 billion off-market buy-back of BHP Group Ltd. shares and announces USD1.02 per share special dividend
BHP has successfully completed its off-market tender buy-back (Off-Market Buy- Back) of BHP Group Ltd. (formerly BHP Billiton Ltd.) shares. The final transaction size of AD7.3 billion (USD5.2 billion)(1) has enabled BHP Group Ltd. to buy back approximately 265.8 million BHP Group Ltd. shares, which represents 8.3 per cent of the issued share capital of BHP Group Ltd. and 5.0 per cent of the total issued capital of BHP Group Ltd. and BHP Group Plc.
The final price for the Off-Market Buy-Back has been set at AUD27.64 per share (Buy- Back Price). This is a discount of 14 per cent to the Market Price(2) of AUD32.1387 per share.
In addition, the Board of BHP has determined to pay a special dividend (Special Dividend) of USD1.02 per share, which will be paid to all BHP shareholders with an entitled registered holding as of Friday 11 January 2019. The Special Dividend represents the residual USD5.2 billion of net proceeds from the sale of its Onshore US assets not returned via the Off-Market Buy-Back, based on the reduced number of shares on issue of approximately 5 058 million following completion of the Off- Market Buy-Back.
Off-Market Buy-Back completion
Due to the strong demand for the Off-Market Buy-Back, a scale back of tenders was required.
The scale back was structured to minimise eligible registered shareholders with small holdings being disadvantaged. Subject to exclusions due to any minimum price conditions, shareholders who tendered their shares at a 14 per cent discount or as a final price tender will have a priority allocation of 165 shares bought back before the scale back is applied. In addition, successful shareholders who tendered all of their shares at a 14 per cent tender discount or as a final price tender, and who would be left with 65 shares or fewer as a result of the priority allocation and scale back, will have their tender accepted in full. As a result of the 58.7 per cent scale back, successful shareholders will have 41.3 per cent of their shares tendered in excess of the priority allocation bought back.
For shareholders who have successfully tendered their shares, AUD27.26 per share of the Buy-Back Price is treated for Australian tax purposes as a fully franked dividend. For Australian capital gains tax purposes, the capital proceeds are AUD4.92 per share, being the AUD0.38 per share capital component plus AUD4.54 per share, which is the excess of the Tax Value (as defined in the Buy-Back Booklet) over the Buy-Back Price.
Payments via direct credit and dispatch of cheques for shares bought back are expected to be completed by Monday 24 December 2018. Shares that have been tendered into the Off-Market Buy-Back but not bought back are expected to be released to shareholders during Monday 17 December 2018.
Shareholders who have any enquiries in relation to their tenders may contact the dedicated Off-Market Buy-Back enquiry line on 1300 366 363 within Australia or +61 3 9415 4020 when calling from outside Australia, or visit our website: bhp.com/buyback2018.
Refer to the Appendix for a summary of the key results regarding the Off-Market Buy- Back.
Special Dividend
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 indicative timetable for the Special Dividend is outlined below.
Special Dividend determined and announced - 17 December 2018
Expected completion of dispatch/crediting of Off-Market Buy-Back proceeds to successful BHP Group 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
Last day to trade cum-dividend on Australian Securities Exchange, London Stock Exchange and New York Stock Exchange - 9 January 2019
Special Dividend ex-dividend date (Australian Securities Exchange, London Stock Exchange and New York Stock Exchange) - 10 January 2019
Special Dividend record date (including currency conversion and currency election dates for Australian Securities Exchange and London Stock Exchange) - 11 January 2019
Special Dividend payment date - 30 January 2019
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