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BHP GROUP LIMITED - Determination of in specie dividend - Woodside merger

Release Date: 20/05/2022 08:31
Code(s): BHG     PDF:  
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Determination of in specie dividend - Woodside merger

BHP Group Limited
BHP Group Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 18, 171 Collins Street Melbourne VIC 3000
Share code: BHG
ISIN: AU000000BHP4


NEWS RELEASE

Release Time        IMMEDIATE
Date                20 May 2022
Release Number      18/22

Determination of in specie dividend in connection with the Woodside Merger

The Board of BHP Group (BHP) has determined to pay to BHP shareholders an in specie
dividend in the form of Woodside Petroleum Ltd (Woodside) shares in connection with the
merger of BHP’s oil and gas portfolio with Woodside (Merger).
The in specie dividend is scheduled to be paid on 1 June 2022 and will be fully franked.
BHP shareholders’ entitlement to, and the payment of, the in specie dividend is subject to
completion of the Merger.
BHP will receive 914,768,948 Woodside ordinary shares as part of the Merger. Eligible BHP
shareholders will receive one newly issued Woodside share for every 5.5340 BHP shares they
hold at the close of business on 26 May 2022 (Record Date). Holders of BHP American
depositary shares (ADSs) will be entitled to receive one Woodside ADS for every 2.7670 BHP
ADS they hold at the Record Date (with each Woodside ADS representing one Woodside
share), subject to payment of taxes and applicable fees and expenses.
BHP ADS holders should note that the BHP ADSs will trade with “due bills” from the opening
of business in New York on 25 May 2022 until 2 June 2022. BHP ADSs trading with due bills
carry the right to receive the Woodside ADSs distributed in connection with the Merger. Ex-
dividend trading in the BHP ADSs will commence at the opening of business in New York on
2 June 2022.
The BHP Dividend Reinvestment Plan will not operate in respect of the in specie dividend.
Eligibility to receive Woodside shares and related sale facility
BHP shareholders will be eligible to receive the in specie dividend in the form of Woodside
shares if their address on the BHP register is in one of the following jurisdictions: Australia,
Canada, Chile, France, Germany, Ireland, Italy, Japan, Jersey, Luxembourg, Malaysia,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, United Arab
Emirates, United Kingdom and United States. Certain South African BHP shareholders may
also validly elect to receive Woodside shares in accordance with the instructions previously
announced on 8 April 2022.
BHP shareholders with a registered address in any other jurisdiction will generally be ‘Ineligible
Overseas Shareholders’ and instead have their entitlements transferred to a sale agent to be
sold in a sale facility. Proceeds are expected to be remitted to them within 12 weeks of
completion of the Merger.
Eligible small BHP shareholders holding 1,000 ordinary BHP shares or UK depositary interests
or less may also elect to have the Woodside shares they are entitled to receive sold by the
sale agent under the sale facility, with payments also expected within 12 weeks of completion
of the Merger.
Rounding of entitlements
BHP shareholders will be entitled to a whole number of Woodside shares, with any entitlement
to a fraction of a Woodside share being rounded down to the nearest whole share. This
includes BHP UK depositary interest holders and shareholders on the BHP South African
branch share register.
The arrangements governing the BHP ADS and the BHP Corporate Sponsored Nominee
Facility contemplate rounding of entitlements, and the rounding of the in specie dividend will
occur according to the terms and conditions of those arrangements.
Further information and key dates
Milestone                                                                               Time (all dates in 2022)                  Time zone

Last day BHP shares trade on JSE cum-entitlement to Woodside                            Monday 23 May                             SAST
shares1

Last day BHP shares trade on ASX and LSE, cum-entitlement to                            Tuesday 24 May                            AEST, BST,
Woodside shares                                                                         (in each time zone)                       SAST
First day BHP shares trade ex-dividend on JSE

First day BHP shares trade ex-dividend on ASX and LSE                                   Commencement of trading                   AEST, BST,
BHP ADS commence trading on NYSE with “due bills”2                                      Wednesday 25 May                          EDT
                                                                                        (in each time zone)

Sale Facility election deadlines:
BHP shareholders on the Australian principal share register                             5:00pm, Tuesday 24 May                    AEST
BHP DI holders in the BHP CSN Facility (return form)                                    1:00pm, Thursday 26 May                   BST
BHP DI holders in CREST (submit and settle Transfer to Escrow                           1:00 pm, Tuesday 31 May                   BST
instruction)

Record Date for:
BHP shareholders on the Australian principal share register                             7:00pm, Thursday 26 May                   AEST
BHP shareholders on the South African branch share register                             5.00pm, Thursday 26 May                   SAST
BHP DI holders on the UK DI register                                                    6:00pm, Thursday 26 May                   BST
BHP ADS holders                                                                         5:00pm, Thursday 26 May                   EDT

South African BHP shareholder or DI holder election
deadlines:
BHP shareholders on the Australian principal share register                             5:00pm, Tuesday 24 May                    AEST


1
  This is also the last date on which BHP shareholders can reposition securities between the Australian principal share register, BHP DI register
and BHP South African branch share register. The ability to reposition BHP securities between the Australian principal share register, BHP DI
register and BHP South African branch share register, will recommence starting on Friday, 27 May 2022 in each applicable jurisdiction. The last
date on which holders of BHP ADSs will be permitted to surrender their BHP ADSs and withdraw the BHP shares that their surrendered BHP
ADSs represent is expected to be Friday 20 May 2022 (EDT). The BHP ADS depositary is expected to recommence permitting cancellations and
withdrawals of BHP ADSs from 5:00pm Monday, 6 June 2022 (EDT).
2
  This announcement provides details regarding the placement of “due bills” for trading of the BHP ADSs on the NYSE, the date on which the BHP
ADS depositary is expected to recommence permitting cancellations and withdrawals of BHP ADSs and the date on which BHP ADSs will
commence trading on an “ex-dividend” basis, which revises the corresponding information set out in exchange announcement published on 8 April
2022.
                                                                       2
BHP shareholders on the South African branch share register                           1.00pm, Thursday, 26 May                 SAST
BHP DI holders on the UK DI register                                                  1:00pm, Tuesday 31 May                   BST


Payment date:
Completion                                                                            8:00am, Wednesday 1 June                 AEST
In specie dividend payment date3                                                      1:30pm, Wednesday 1 June                 AEST
                                                                                      Open of business,
BHP ADSs commence trading ex-dividend on the NYSE                                     Thursday 2 June                          EDT

Commencement of normal trading of:4
New Woodside shares on ASX                                                            Thursday 2 June                          AEST
New Woodside ADSs on NYSE                                                             Thursday 2 June                          EDT
Woodside shares (settled using Woodside DIs) on LSE                                   Monday 6 June                            BST

Despatch of statements:
Issuer sponsored holding statements and CHESS allotment                               Thursday 9 June                          AEST
confirmation notices (sent by Woodside)
Woodside CSN holding statements in respect of new Woodside                            Thursday 16 June                         BST
Shares (sent by Woodside)
Despatch of dividend distribution statements for the DI register                      Thursday 16 June                         BST
Despatch of dividend distribution statements for the Australian                       Friday 17 June                           AEST
principal share register

All dates and times may be subject to change without notice or consultation.


Shareholders should contact Computershare or their nominee or broker for further information
regarding the dividend, their eligibility and the expected rounding treatment.


Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited




3
  The NYSE has advised that the BHP ADSs will trade with “due bills” from the opening of business one day before the ADS Record Date through
close of business on the completion date. Accordingly, holders of BHP ADSs who sell their BHP ADSs on or before the payment date will not be
entitled to receive the in-specie dividend thereon.
4
  This is the first date on which BHP shareholders can trade the Woodside shares (or interests therein) that have been distributed to them.
                                                                     3
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: +61 407 033 909
Mobile: +61 411 071 715

Europe, Middle East and Africa                        Europe, Middle East and Africa

Neil Burrows                                          James Bell
Tel: +44 20 7802 7484                                 Tel: +44 2078 027 144
Mobile: +44 7786 661 683                              Mobile: +44 7961 636 432

Americas                                              Americas

Renata Fernandez                                      Sabrina Goulart
Mobile: +56 9 8229 5357                               Mobile: +1 832 781 6698




BHP Group Limited ABN 49 004 028 077
LEI WZE1WSENV6JSZFK0JC28
Registered in Australia
Registered Office: Level 18, 171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61 3 9609 3015




BHP Group is headquartered in Australia

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                                                  4
Important additional information and where to find it
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Merger or
otherwise, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
securities. No offer of securities in the United States shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933. This communication should not be construed in any
manner as a recommendation to any reader of this document.


In connection with the Merger, Woodside has filed with the US Securities and Exchange Commission (the
“SEC”) a registration statement on Form F-4 (the “Registration Statement”) to register the Woodside securities
to be issued in connection with the Merger (including a prospectus therefor). This communication is not a
substitute for the Registration Statement or the prospectus or for any other document that Woodside or BHP may
file with the SEC in connection with the transaction. US INVESTORS AND US HOLDERS OF WOODSIDE
AND BHP SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS
AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT WOODSIDE, BHP AND THE TRANSACTION.
Shareholders will be able to obtain free copies of the Registration Statement, prospectus and other documents
containing important information about Woodside and BHP once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov. Copies of such documents may also be
obtained from Woodside and BHP without charge.


This announcement is subject to the same notes, notices, disclaimers and other matters set out under the heading
“Disclaimer and important notice” in BHP’s announcement dated 8 April 2022.




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Date: 20-05-2022 08:31:00
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