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BHP - recommended all-cash offer update
Further to BHP’s release on 27 July 2021, in relation to the recommended all-cash offer to acquire all of the issued and outstanding common shares of Noront Resources Ltd. by BHP Western Mining Resources International (Pty) Ltd., an update is provided in the attached release.
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BHP - final dividend
On 17 August 2021, the Board of BHP determined to pay a final dividend of 200 US cents per share for the year ended 30 June 2021.
The currency exchange rate applicable for the dividend payable in South African cents to shareholders on the BHP Group Plc South African branch register is based on the average rate over a two day period commencing on 26 August 2021 and ending on 27 August 2021 and is set out below:
Dividend USD200 cents per share
Exchange rate 14.92710
Dividend per ordinary share in local currency 2 985.42 cps
The exchange rates applicable to the BHP dividend being paid in other currencies will be based on the foreign currency exchange rates on a single day or an average for a period of days ending on or before the dividend Record Date, being 3 September 2021. The applicable foreign currency exchange rates will be announced to the market on the Dividend Reinvestment Election Date, being 6 September 2021.
BHP Group Plc shareholders registered on the South African section of the register will not be able to dematerialise or rematerialise their shareholdings between the dates of 1 September 2021 and 3 September 2021 (inclusive), and transfers between the UK register and the South African register will not be permitted between the dates of 27 August 2021 and 3 September 2021 (inclusive).
The dividend will be paid on 21 September 2021.
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BHP Group plc - PDMR/ Shareholding
BHP Group plc - PDMR/ Shareholding
SENS Announcement Classification:
1. Dealings
2. by Director
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BHP Group plc - PDMR shareholdings
BHP Group plc - PDMR shareholdings
SENS Announcement Classification:
1. Dealings
2. by Executive Committee
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BHP Group plc - Change of Director’s Interest Noti
BHP Group plc - Change of Director’s Interest Notice
SENS Announcement Classification:
1. Dealings
2. by Director
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BHP - joint announcement
Woodside and BHP to create a global energy company
Woodside Petroleum Ltd (“Woodside”) and BHP Group (“BHP”) have entered into a merger commitment deed to combine their respective oil and gas portfolios by an all-stock merger (the “Transaction”) to create a global top 10 independent energy company by production.
On completion of the Transaction, BHP’s oil and gas business would merge with Woodside, and Woodside would issue new shares to be distributed to BHP shareholders. The expanded Woodside would be owned 52 per cent by existing Woodside shareholders and 48 per cent by existing BHP shareholders. The Transaction is subject to confirmatory due diligence, negotiation and execution of full form transaction documents, and satisfaction of conditions precedent including shareholder, regulatory and other approvals.
With the combination of two high quality asset portfolios, the proposed merger would create the largest energy company listed on the ASX, with a global top 10 position in the LNG industry by production. The combined company will have a high margin oil portfolio, long life LNG assets and the financial resilience to help supply the energy needed for global growth and development over the energy transition.
Attractive strategic and financial rationale
The combination of Woodside and BHP’s oil and gas business is expected to deliver substantial value creation for both sets of shareholders from across a range of areas, including:
- Greater scale and diversity of geographies, products and end markets through an attractive and long-life conventional portfolio
- Resilient, high margin operating cash flows to fund shareholder returns and business evolution to support the energy transition
- Strong growth profile with a plan to achieve targeted Scarborough FID in the 2021 calendar year and capacity to phase the most competitive, high-return options within the portfolio
- Proven management and technical capability from both companies
- Shared values and focus on sustainable operations, carbon management and ESG leadership
- Estimated synergies of more than US$400 million (100 per cent basis, pre-tax) per annum from optimising corporate processes and systems, leveraging combined capabilities and improving capital efficiency on future growth projects and exploration
- Greater financial resilience, relative to Woodside’s and BHP’s standalone petroleum businesses.
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BHP - approval of investment
BHP has on Tuesday, 17 August approved US$5.7 billion (C$7.5 billion) in capital expenditure for the Jansen Stage 1 (Jansen S1) potash project in the province of Saskatchewan, Canada.
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BHP - results presentation
Financial Conduct Authority Submissions
The following document has today been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:
BHP Results Presentation Year Ended 30 June 2021
The document may also be accessed via BHP’s website - bhp.com (https://www.bhp.com/-/media/documents/media/reports-and- presentations/2021/210817_bhpresultsfortheyearended30june2021_presentation.pdf)
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BHP Group plc - BHP Results Presentation Year Ende
BHP Group plc - BHP Results Presentation Year Ended 30 June 2021
SENS Announcement Classification:
1. General
2.
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BHP - response to press speculation
BHP noted the recent press speculation regarding the group's Petroleum business. As previously stated, BHP regularly reviews its portfolio of assets in order to seek opportunities to maximise long-term shareholder value.
BHP confirmed that the group had initiated a strategic review of its Petroleum business to re-assess its position and long-term strategic fit in the BHP portfolio. A number of options are being evaluated. One option is a potential merger of the Petroleum business with Woodside Petroleum Ltd. (Woodside) and a distribution of Woodside shares to BHP shareholders. BHP confirmed that the group had been in discussions with Woodside. While discussions between the parties are currently progressing, no agreement has been reached on any such transaction.
A further announcement will be made as and when appropriate.
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BHP - notice of dividend and 2021 AGM dates
The proposed dates(1) for the 2021 Final Dividend of BHP Group Ltd. and BHP Group Plc are set out below. BHP’s Dividend Reinvestment Plan (DRP) will operate in respect of the FY2021 Final Dividend. Full terms and conditions of the DRP and details about how to participate can be found at bhp.com.
2021 Final Dividend
- Preliminary results announcement and dividend determination - 17 August 2021
- Announcement of currency conversion into rand - 27 August 2021
- Last day to trade cum dividend on JSE - 31 August 2021
- Ex-dividend date (JSE) - 1 September 2021
- Ex-dividend date (ASX, LSE and NYSE) - 2 September 2021
- Record date - 3 September 2021
- DRP and Currency Election date (including announcement of currency conversion for ASX and LSE) - 6 September 2021
- Payment date - 21 September 2021
- DRP Allocation Date (ASX and LSE) within ten business days after the payment date - 5 October 2021
- DRP Allocation Date (JSE), subject to the purchase of shares by the Transfer Secretaries in the open market, CSDP accounts credited/updated on or about 5 October 2021
BHP Group Plc shareholders registered on the South African section of the register will not be able to dematerialise or rematerialise their shareholdings between the dates of 1 September 2021 and 3 September 2021 (inclusive), and transfers between the UK register and the South African register will not be permitted between the dates of 27 August 2021 and 3 September 2021 (inclusive).
Any eligible shareholder who wishes to participate in the DRP, or to vary a participation election should do so in accordance with the timetable above, or, in the case of shareholdings on the South African branch register of BHP Group Plc, in accordance with the instructions of your CSDP. The DRP Allocation Price will be calculated in each jurisdiction as an average of the price paid for each share actually purchased to satisfy DRP elections. The Allocation Price applicable to each stock exchange will be made available at bhp.com/DRP.
2021 Annual General Meetings (AGMs)
The 2021 AGM of BHP Group Plc will be held in London on Thursday, 14 October 2021.
The 2021 AGM of BHP Group Ltd. will be held in Perth on Tuesday, 11 November 2021.
BHP is closely monitoring the ongoing impact of the COVID-19 pandemic and UK and Australian Government guidelines in relation to public gatherings. Shareholders are encouraged to monitor the company's website bhp.com/investor-centre/shareholder-information/meetings/ for the latest information on BHP’s AGM arrangements.
The closing date for receipt of nominations from persons wishing to be considered for election as a Director on the BHP board is Thursday, 19 August 2021.
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BHP - resolutions under section 249N
In accordance with ASX Listing Rule 3.17A, the wording of two proposed resolutions that have been requisitioned under section 249N of the Corporations Act for consideration at the 2021 annual general meeting of BHP Group Ltd. is set out in Attachment A.
The proposed resolutions have been requisitioned by shareholders of BHP Group Ltd. representing approximately 0.009% of the shares on issue in BHP Group Ltd. (and approximately 0.006% of the shares on issue in the combined BHP Group).
The BHP Group Ltd. Notice of Annual General Meeting will include the requisitioned resolutions and the requisitioners’ statements of support as well as the Board’s response and voting recommendations. Consistent with the BHP Dual Listed Company framework, the proposed resolutions will also be included on the BHP Group Plc annual general meeting agenda.
As Resolution 1 overlaps with an equivalent resolution notified to the market on 6 August 2021, the requisitioners have confirmed that Resolution 1 and its supporting statement will not need to be included in the BHP Group Ltd. Notice of Annual General Meeting if the equivalent notified resolution proceeds.
Attachment A
Resolution 1
Resolution 1 – Amendment to the Constitution
To amend the constitution to insert the following new clause 46: “The company in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However, such a resolution must relate to a material risk as identified by the company and cannot either advocate action that would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the directors or the company.”
Resolution 2
Resolution 2 – Capital Protection
Shareholders note the company’s stated support for the goal of achieving net-zero emissions globally by 2050, along with the publication of the International Energy Agency’s Net-Zero Emissions by 2050 Scenario, and the Climate Action 100+ company assessment. Shareholders therefore request the company disclose, in subsequent annual reporting, the following information pertaining to its thermal coal, metallurgical coal, oil and gas assets:
- Details of how the company’s capital allocation to thermal coal, metallurgical coal, oil and gas assets will align with a scenario in which global energy emissions reach net-zero by 2050, facilitating the efficient managing down of these assets;
- Production guidance for the lifetime of thermal coal, metallurgical coal, oil and gas assets;
- Plans and capital expenditure expectations for decommissioning and rehabilitating sites at the end of asset life;
- Plans for how employees of the company will be informed of asset closures, and employee transition plans, including any compensation for job losses, training and support in seeking future employment; and
- Details of how remaining value in the company's thermal coal, metallurgical coal, oil and gas assets will be redeployed or returned to investors.
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BHP - resolutions under section 249N
In accordance with ASX Listing Rule 3.17A, the wording of two proposed resolutions that have been requisitioned under section 249N of the Corporations Act for consideration at the 2021 Annual General Meeting of BHP Group Limited is set out in Attachment A.
The proposed resolutions have been requisitioned by shareholders of BHP Group Limited representing approximately 0.01% of the shares on issue in BHP Group Limited (and approximately 0.006% of the shares on issue in the combined BHP Group).
The BHP Group Ltd. Notice of Annual General Meeting will include the requisitioned resolutions and the requisitioners’ statements of support as well as the Board’s response and voting recommendations. Consistent with the BHP Dual Listed Company framework, the proposed resolutions will also be included on the BHP Group Plc Annual General Meeting agenda.
Resolution 1 - Special resolution to amend our company’s constitution
To amend the constitution to insert a new clause 46:
Member resolutions at general meeting
The shareholders in general meeting may by ordinary resolution express an opinion, ask for information, or make a request, about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However, such a resolution must relate to an issue of material relevance to the company or the company's business as identified by the company, and cannot either advocate action which would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the directors or the company.
Resolution 2 - Ordinary resolution on climate-related lobbying
Shareholders request that our company strengthen its review of industry associations to ensure that it identifies areas of inconsistency with the Paris Agreement.
Where an industry association’s record of advocacy is, on balance, inconsistent with the Paris Agreement’s goals, shareholders recommend that our company suspend membership, for a period deemed suitable by the board.
Nothing in this resolution should be read as limiting the Board’s discretion to take decisions in the best interests of our company.
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BHP - approves project and FEED phase
The BHP Board has approved USD544 million in capital expenditure to execute the Shenzi North oil project in the US Gulf of Mexico. The capital expenditure approved represents a 100 per cent share interest. The project offers very attractive returns at a nominal IRR of over 35 per cent, a breakeven of approximately USD25/bbl and a payback of less than 2 years(1). BHP is operator and holds a 72 per cent share in Shenzi North. Repsol holds the remaining 28 per cent working interest and is expected to make a Final Investment Decision later this calendar year.
Shenzi North represents the first development phase of Greater Wildling, following exploration success in 2017, with the resource and development plan further refined through Ocean Bottom Node seismic data and analysis. The project will take advantage of existing infrastructure and production capacity in the nearby Shenzi production facility, with value further enhanced through the recent acquisition of an additional 28 per cent working interest taking BHP’s interest in the Shenzi field from 44 per cent to 72 per cent. The project adds two wells and subsea equipment to establish a new drill centre north of Shenzi with the capacity to produce up to approximately 30 mboe per day. Production is expected to begin in the 2024 financial year.
In addition, the BHP Board has also approved USD258 million in capital expenditure to move the Trion oil project in Mexico into the Front End Engineering Design (FEED) phase. The focus of these studies will be on completion of the engineering, commercial arrangements and execution planning required to progress to a Final Investment Decision from mid-calendar year 2022. BHP holds a 60 per cent participating interest in and operatorship of blocks AE-0092 and AE-0093 containing the Trion discovery located in the deep-water Gulf of Mexico offshore Mexico. PEMEX Exploration & Production Mexico holds a 40 per cent interest in the blocks.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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