BHP Unification - Scheme of arrangement becomes effective

(Posted on 01/02/22)

BHP has 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 has 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 Limited (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.

Admission of New Limited Shares and New Limited ADSs to the ASX, JSE and NYSE

The following steps will now occur for implementation of unification:

New Limited Shares will commence trading on the ASX on a deferred settlement basis under the ticker “BHPN” with effect from 10:00am (AEDT) today, 31 January 2022;

Limited Shares, including New Limited Shares, will be admitted to the JSE under the ticker “BHG” with effect from 9:00am (SAST) on 31 January 2022;

Limited Shares, including New Limited Shares, will be admitted to the standard listing segment of the FCA Official List and to trading on the Main Market of the LSE under the ticker “BHP” with trading commencing on the LSE with effect from 8:00am (GMT) on 31 January 2022; and

New Limited ADSs will be admitted to trading on the NYSE under the ticker “BHP” with trading expected to commence with effect from 9:30am (EST) on 31 January 2022.

Normal trading in New Limited Shares on the ASX under the ticker “BHP” is expected to commence at 10:00am (AEDT) on 2 February 2022.

2,112,071,796 New Limited Shares have been issued and allotted for the purposes of Unification, which represents approximately 42% of the total number of Limited Shares. Today, BHP Group Limited’s total issued ordinary share capital consists of 5,062,323,190 ordinary shares. This figure may be used by shareholders to determine whether they are required to notify their interest, or change to their interest, in BHP Group Limited for relevant disclosure requirements.