TIDMBHP
RNS Number : 5992Z
BHP Group PLC
25 January 2022
NEWS RELEASE
Release Time IMMEDIATE
Date 25 January 2022
Number 04/22
COURT SANCTION OF BHP'S UNIFICATION SCHEME OF ARRANGEMENT
_______________________________________________________________
On 20 January 2022, BHP announced that shareholders had voted in
favour of unification at the BHP shareholder meetings convened in
connection with unification. BHP is pleased to announce that the UK
Court has today issued the Court Order sanctioning the Plc scheme
of arrangement to effect unification.
It is anticipated that the Plc Scheme will become effective at
9:00pm (GMT) on 28 January 2022, when the UK Court Order is
expected to be delivered to the UK Registrar of Companies.
Next steps and unification timetable
Unification is expected to complete by 31 January 2022
(Melbourne time). To effect unification, Plc Shares and Plc ADSs
will be exchanged for Limited Shares and Limited ADSs
(respectively) on a one for one basis. BHP Group Limited will
become the sole parent company of the BHP Group.
The last time and date for dealings in, and for the registration
of transfers of, Plc Shares on the JSE will be 5:00pm (SAST) on 28
January 2022 and on the LSE will be 6:00pm (GMT) on 28 January
2022. The last time and date for dealings in, and for the
registration of transfers of, Plc ADSs on the NYSE will be 4:00pm
(EST) on 28 January 2022.
The new Limited Shares and the Limited ADSs are expected to be
admitted to trading on the ASX, LSE, JSE and the NYSE (as
applicable) on 31 January 2022. The existing Limited Shares that
are listed and traded on the ASX will also be admitted to trading
on the LSE and JSE.
Applications have been made for the de-listing of Plc Shares
from the premium listing segment of the Official List of the FCA
and the cancellation of the admission to trading of Plc Shares on
the Main Market of the LSE.
Subject to the Plc Scheme becoming effective, it is expected
that such de-listing and cancellation will take effect at 8:00am
(GMT) on 31 January 2022. Trading in Plc Shares on the JSE is
expected to be suspended 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. Dealings in Plc ADSs on the NYSE are
expected to be formally halted before markets open (EST) on 31
January 2022.
The detailed timetable as set out in the Shareholder Circular
published by BHP on 8 December 2021 remains unchanged.
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
This release was made outside the hours of operation of the ASX
market announcements office.
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: Mobile: +61 407 033 909
+61 411 071 715
Europe, Middle East and Africa
Europe, Middle East and Africa
James Bell
Neil Burrows Tel: +44 2078 027 144 Mobile:
Tel: +44 20 7802 7484 Mobile: +44 7961 636 432
+44 7786 661 683
Americas
Americas
Brian Massey
Judy Dane Tel: +1 713 296 7919 Mobile:
Tel: +1 713 961 8283 Mobile: +1 832 870 7677
+1 713 299 5342
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, Registered Office: Nova South,
171 Collins Street 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 Tel +44 20 7802 4000 Fax +44
3 9609 3015 20 7802 4111
Disclaimer
BHP makes no representation or warranty as to the
appropriateness, accuracy, completeness or reliability of the
information in this release.
This release is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for or otherwise acquire or dispose of any BHP securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to Unification or otherwise, nor will there be any sale, issuance
or transfer of any BHP securities pursuant to Unification or
otherwise in any jurisdiction in contravention of applicable law.
This release does not constitute a prospectus or prospectus
equivalent document.
Prior to making any decision in relation to any securities in
BHP, investors should read the Shareholder Circular and the
Prospectus in their entirety, including the information
incorporated by reference. Investors must rely upon their own
examination, analysis and enquiries of BHP and the terms of the
Shareholder Circular and Prospectus, including the merits and risks
involved.
Forward looking statements
This release contains forward looking statements, including
statements regarding: plans, strategies and objectives of
management; approval of certain projects and consummation of
certain transactions; Unification, including, but not limited to,
the perceived benefits of Unification and expectations around the
impact of Unification on the BHP Group; future performance and
future opportunities. Forward-looking statements may be identified
by the use of terminology, including, but not limited to, 'intend',
'aim', 'project', 'see', 'anticipate', 'estimate', 'plan',
'objective', 'believe', 'expect', 'commit', 'may', 'should',
'need', 'must', 'will', 'would', 'continue', 'forecast',
'guidance', 'trend' or similar words. These statements discuss
future expectations concerning the results of assets or financial
conditions, or provide other forward-looking information.
These forward looking statements are based on management's
current expectations and reflect judgments, assumptions, estimates
and other information available as at the date of this release.
These statements do not represent guarantees or predictions of
future financial or operational performance, and involve known and
unknown risks, uncertainties and other factors, many of which are
beyond our control, and which may cause actual results to differ
materially from those expressed in the statements contained in this
release. The BHP Group cautions against reliance on any
forward-looking statements or guidance, including in light of the
current economic climate and the significant volatility,
uncertainty and disruption arising in connection with Covid-19.
Forward-looking statements contained in this release apply only
as at the date of this release. To the extent required by the FCA
Listing Rules, the Disclosure Guidance and Transparency Rules, the
Prospectus Regulation Rules, the ASX Listing Rules and other
applicable regulations, BHP will update or revise the information
in this release. Otherwise, BHP will have no obligation publicly to
update or revise any forward-looking statement, whether as a result
of new information or future developments.
No profit forecasts or estimates
No statement in this release is intended as a profit forecast or
estimate and no statement in this release should be interpreted to
mean that earnings per share for the most recent, current or future
financial years would necessarily match or exceed the historical
published earnings per share.
Notice to overseas shareholders
The distribution of this release into a jurisdiction other than
the United Kingdom or Australia may be restricted by law and
therefore persons into whose possession this release comes should
inform themselves about and observe any such restrictions. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been or will be taken by the BHP to distribute this
release in any jurisdiction where action for that purpose may be
required or doing so is restricted by law. Accordingly, this
release may not be distributed or published in any jurisdiction
except under circumstances that will result in compliance with any
applicable laws and regulations.
Notice to US investors
The securities to be issued by Limited in connection with
Unification have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or
the securities laws of any state or other jurisdiction of the
United States. Any securities to be issued if Unification is
completed are anticipated to be issued in reliance on the exemption
from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof on the basis of the approval
of the High Court of Justice in England and Wales.
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END
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