Court sanction of BHP's unification scheme of arrangement
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
Release Time IMMEDIATE
Date 25 January 2022
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
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.
Sponsor: UBS South Africa (Pty) Limited
Authorised for lodgement by:
Group Company Secretary
This release was made outside the hours of operation of the ASX market announcements office.
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Europe, Middle East and Africa
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Tel: +1 713 961 8283 Mobile: +1 713 299 7677
BHP Group Limited ABN 49 004 028 077 BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015 Tel +44 20 7802 4000 Fax +44 20 7802 4111
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
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
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.
Date: 25-01-2022 04:40:00
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