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BHP - support agreement with Noront terminated
BHP Lonsdale Investments (Pty) Ltd. (BHP Lonsdale), a wholly owned subsidiary of BHP, announced the termination of the support agreement between BHP Lonsdale, its subsidiary BHP Western Mining Resources International (Pty) Ltd. (BHP WMR) and Noront Resources Ltd. (TSXV: NOT) (Noront) dated July 26, 2021, as amended (the “Support Agreement”) relating to Noront’s support of BHP Lonsdale’s CAD0.75 per share offer to acquire Noront. In accordance with the terms of the Support Agreement, Noront has made a CAD17.78 million termination payment to BHP WMR.
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BHP - no increase in offer for Noront
BHP Lonsdale Investments (Pty) Ltd. (“BHP Lonsdale”), a wholly owned subsidiary of BHP announced that it will not increase or extend its offer for Noront Resources Ltd. (“Noront”).
The Noront board of directors has determined that the proposal from Wyloo Metals (Pty) Ltd. (“Wyloo”) to acquire up to 100% of the shares of Noront for CAD1.10 in cash per share is a “superior proposal” under the support agreement between Noront, BHP Lonsdale and BHP Western Mining Resources International (Pty) Ltd, and as a result BHP Lonsdale has a right to match Wyloo’s proposal. BHP Lonsdale has determined it will not match Wyloo’s proposal.
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BHP - regulatory and competition approvals
BHP announced a final Board decision to unify BHP’s corporate structure under its existing Australian parent company, BHP Group Ltd. All regulatory and competition approvals for unification have now been received, including approval from the National Treasury of South Africa. If approved by shareholders and all other conditions are satisfied or waived, unification is expected to complete on 31 January 2022.
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BHP - update on all-cash offer for Noront
BHP Lonsdale, a wholly-owned subsidiary of BHP, announced that discussions with Wyloo Metals regarding its potential support of BHP Lonsdale’s CAD0.75 per share offer (the “Offer”) to acquire Noront have ended. Following constructive discussions between BHP and Wyloo Metals regarding the possibility of a mutually beneficial arrangement for the acquisition of Noront by BHP Lonsdale, the parties have determined that they are unable to reach an agreement.
BHP Lonsdale and Noront encourage Noront shareholders to tender to BHP Lonsdale’s all-cash offer of CAD0.75 per Noront share. The Offer is the only offer available to Noront shareholders and it continues to have the support and recommendation of the Board of Directors of Noront. As a reminder, the Offer has a minimum tender requirement of more than 50% of the outstanding Noront shares not beneficially owned or controlled by BHP Lonsdale or any person acting jointly or in concert with the Offeror.
Shareholders have until 7:00 p.m. (Toronto time) on January 14, 2022 to accept the Offer and tender their shares.
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BHP - shareholder documents for unification
BHP has published a Shareholder Circular, a Prospectus and a Johannesburg Stock Exchange pre-listing announcement which are available on the BHP website (www.bhp.com/unify). A copy of the relevant documents will also be submitted to the National Storage Mechanism and will be available in due course for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholder meetings will be held sequentially on Thursday 20 January 2022 .
All of the resolutions at each of these meetings must be approved by the requisite majorities for unification to proceed. Further information on these meetings and a detailed timetable is set out in the Shareholder Circular.
If approved by shareholders and all other conditions are satisfied or waived, unification is expected to complete on 31 January 2022 and the expected last day of trading in BHP Group Plc shares (including BHP Group Plc shares in the form of ADSs on the NYSE) would be 28 January 2022 (in the relevant jurisdictions). The Limited shares that are to be issued in connection with unification are expected to be admitted to trading on the ASX, LSE, JSE and Limited ADSs on the NYSE on 31 January 2022.
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BHP - to progress discussions with Wyloo Metals
BHP Lonsdale Investments (Pty) Ltd. (“BHP Lonsdale”), a wholly-owned subsidiary of BHP, announced today that it is progressing discussions with Wyloo Metals (Pty) Ltd. (“Wyloo Metals”) regarding Wyloo Metals’ potential support of BHP’s CAD0.75 per share offer (the “Offer”) to acquire Noront Resources Ltd. (TSXV:NOT) (“Noront”). To allow more time for those discussions to progress, BHP is extending the expiry of its offer from 7:00 p.m. (Toronto Time) on December 14, 2021 to 7:00 p.m. (Toronto Time) on January 14, 2022. The earliest time BHP will acquire Noront shares under its Offer will be at the new expiry time.
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BHP - presentation on Unification of DLC structure
The following document has t been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: data.fca.org.uk/#/nsm/nationalstoragemechanism
- Presentation - Unification of BHP’s Dual Listed Company (DLC) structure
The document will also shortly be available via BHP’s website at: www.bhp.com/investors/presentations-events/presentations-and-briefings
Further information on BHP can be found at bhp.com.
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BHP Group plc - CANCELLATION OF S454767 Presentati
BHP Group plc - CANCELLATION OF S454767 Presentation on Unification of BHP's DLC structure
SENS Announcement Classification:
1. General
2.
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BHP - presentation on unification of BHP
Presentation - Unification of BHP’s Dual Listed Company (DLC) structure. Financial Conduct Authority Submissions. Document has today been submitted to the FCA National Storage Mechanism.
The document will also shortly be available via BHP’s website at: https://www.bhp.com/investors/presentations-events/meetings
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BHP - unification proposal
BHP has announced a final Board decision to unify BHP’s corporate structure under its existing Australian parent company, BHP Group Limited. The Board believes unification is in the best interests of BHP shareholders. Unification will result in a corporate structure that is simpler and more efficient.
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Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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