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BHP - unification scheme of arrangement
On 25 January 2022, BHP announced that the UK Court had sanctioned the BHP Group Plc (Plc) scheme of arrangement (the Plc Scheme) to effect the unification of BHP’s corporate structure. BHP confirmed that the Plc Scheme became effective at approximately 9:00pm (GMT) on 28 January 2022 in accordance with its terms and the entire issued and to be issued share capital of Plc will be owned by BHP Group Ltd. (Limited).
Plc Shareholders will receive one New Limited Share for each Plc Share they held at 9:00pm (GMT) on 28 January 2022. A Plc ADS Holder will receive one New Limited ADS for each Plc ADS they hold at 9:30am (EST) on 31 January 2022.
Plc Shareholders will receive New Limited Shares (or an equivalent interest) according to the way in which they held their Plc Shares. Further details and relevant definitions are set out in the Shareholder Circular that was published by BHP on 8 December 2021.
Cancellation of Plc listings
The FCA will cancel the listing of Plc Shares on the premium listing segment of the Official List and the LSE will cease trading of Plc Shares on the Main Market of the LSE, each with effect from 8:00am (GMT) on 31 January 2022.
Trading in Plc Shares on the JSE will be suspended with effect from 9:00am (SAST) on 31 January 2022 and Plc’s listing on the JSE is expected to be cancelled at 9:00am (SAST) on 4 February 2022.
Updates to Non-executive Directors’ letters of appointment and CEO contract
Each of the Non-executive Directors’ letters of appointment will be amended to reflect that each Non-executive Director will only be serving as a Non-executive Director of BHP Group Limited (and not of BHP Group Plc) from 1 February 2022.
In addition, certain amendments are being made to Mr Henry’s contract of employment. Mr Henry’s contract will be amended, with effect from 1 February 2022, to reflect that Mr Henry will only be serving as the Chief Executive Officer of BHP Group Limited (and not of BHP Group Plc). BHP is also taking this opportunity to make a number of further amendments to Mr Henry’s contract for general improvement purposes.
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BHP - court sanction of scheme of arrangement
The UK Court has today issued the Court Order sanctioning the Plc scheme of arrangement to effect unification. Unification is expected to complete by 31 January 2022 (Melbourne time) Plc Shares and Plc ADSs will be exchanged for Limited Shares and Limited ADSs (respectively) on a one for one basis.
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BHP Group plc - Notification of Major Interest in
BHP Group plc - Notification of Major Interest in Shares
SENS Announcement Classification:
1. Statements
2. Interest in Shares
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BHP - results of shareholder meetings
BHP announced a final Board decision to unify BHP’s corporate structure under its existing Australian parent company, BHP Group Ltd. BHP Shareholders have approved each of the unification resolutions. The Court Sanction Hearing is expected to take place on 25 January 2022.
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BHP - shareholder meeting presentations
The following documents have been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: data.fca.org.uk/#/nsm/nationalstoragemechanism
- HP Group Plc Scheme Meeting Presentation
- BHP Group Plc General Meeting Presentation
The documents will also shortly be available via BHP’s website at: /www.bhp.com/investors/presentations-events/meetings
A live webcast of the BHP Group Plc scheme and general meetings will be available at web.lumiagm.com/123-885-895.
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BHP - shareholder meeting speeches
Please find attached the addresses to shareholders to be delivered by the Chairman at the BHP Group Plc scheme and general meetings that will be held today.
A poll will be conducted on each of the resolutions to be proposed at the BHP Group Plc scheme and general meetings. The poll results on these resolutions will be released to the market shortly after conclusion of the BHP Group Plc general meeting.
A live webcast of both of the BHP Group Plc meetings will be available at /web.lumiagm.com/123-885-895.
Further information on BHP can be found at bhp.com.
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BHP - operational review
- BHP remained fatality free at is operated assets for the third consecutive year.
- WAIO achieved near record production for the half year and Escondida achieved record material mined, notwithstanding the impacts of significant wet weather and the COVID-19 Omicron variant on some operations.
- Production guidance for the 2022 financial year remains unchanged for iron ore, energy coal and nickel. Full year total copper production is trending towards the low end of the guidance range, reflecting lower production guidance for Pampa Norte. Metallurgical coal guidance has been reduced as a result of significant wet weather impacts and COVID-19 related labour constraints.
- Full year unit cost guidance/(1)/ for WAIO, Escondida and NSWEC remains unchanged. Unit cost guidance for Queensland Coal has been increased, reflecting lower expected volumes for the full year.
- Progress on the review of BHP's lower grade metallurgical coal and thermal coal assets continues. The Cerrejon divestment to Glencore completed in January 2022 and the announced share sale agreement to divest BHP Mitsui Coal (BMC) is expected to complete in the middle of the 2022 calendar year.
- BHP's potash major projects under development are tracking to plan. The Jansen shaft project is 98% complete and the Jansen Stage 1 project has commenced *BHP announced a final decision to unify BHP's corporate structure under its existing Australian parent company, BHP Group Ltd. Shareholder meetings to vote on unification will be held on 20 January 2022. Subject to shareholder approval and UK Court sanction, unification is expected to complete by 31 January 2022.
- Completion of the proposed merger of BHP's Petroleum business with Woodside is expected in the June 2022 quarter subject to satisfaction of conditions precedent including approval by Woodside shareholders. The half year financial results are being prepared on the basis that the Petroleum business is a discontinued operation and restated financial information for the year ended 30 June 2021 and the half year ended 31 December 2020 is provided in Attachment 1.
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BHP - general meeting update
BHP Group Ltd. announced that the general meeting of BHP Group Ltd. on 20 January 2022 to approve BHP’s unification proposal will be held as an online meeting. The date and time of the meeting remain unchanged.
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BHP - SARB classification of BHP Group Ltd. shares
Further to BHP’s announcement on 21 December 2021 that confirmed all regulatory and competition approvals for unification have been received, BHP confirms that the South African Reserve Bank has classified Ltd.’s secondary inward listing on the JSE as domestic.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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