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BHP GROUP LIMITED - Merger completion and in specie distribution

Release Date: 01/06/2022 07:05
Code(s): BHG     PDF:  
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Merger completion and in specie distribution

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                          1 June 2022
Release Number                19/22

Merger completion and in specie distribution

BHP Group (BHP) is pleased to announce that the merger of BHP’s oil and gas portfolio with
Woodside Energy Group Limited (Woodside) by an all-stock merger (Merger) has completed
today.
BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum.
BHP has paid the in specie dividend and distributed Woodside shares today in line with the
details described in BHP’s announcement on 20 May 2022. As a result, BHP has now
distributed Woodside shares to eligible BHP shareholders. BHP dividend statements and
Woodside holding statements are expected to be despatched to eligible BHP shareholders in
mid-June 2022.
The closing price of Woodside shares on ASX on 31 May 2022 was A$29.761. The implied
value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). At this valuation,
the in specie dividend is approximately A$5.38 (US$3.86), with A$2.30 (US$1.66) of franking
credits being distributed, per BHP share.
As part of completion, BHP has made a net cash payment of approximately US$0.7 billion to
Woodside. In addition, approximately US$0.3 billion in cash will be left in the BHP Petroleum
bank accounts to fund the ongoing operations. This reflects the net cash flows generated by
BHP Petroleum, less cash dividends paid by Woodside to BHP, between the Merger effective
date of 1 July 2021 and completion. This net payment to Woodside will be subject to a
customary post-completion review which may result in an adjustment to the amount paid.
BHP Chief Executive Officer, Mike Henry said: “The merger of our petroleum assets with
Woodside creates a global energy company with the scale and opportunity to help supply the
energy needed for global growth and development in a rapidly decarbonising world. Our
shareholders will now have exposure to assets in two organisations, BHP and Woodside, each
with a very clear focus, strategy and value proposition. BHP’s world class portfolio is weighted
towards commodities which support economic growth and have decarbonisation upside and
combined with our operational excellence will underpin attractive returns and long-term value
growth.”


1
    Based on an exchange rate of AUD/USD 0.7187 and AUD/ZAR 11.1846, this equates to a Woodside share price of US$21.39 and ZAR332.85.
Trading of Woodside shares and depositary interests
Normal trading of the new Woodside shares that are received as part of the in specie dividend
will commence as follows:
 2 June 2022               New Woodside shares on ASX
                           Woodside American depository shares on NYSE
 6 June 2022               Woodside depository interests on LSE


Sale facility
For ineligible overseas shareholders and small BHP shareholders that have validly elected to
participate in the sale facility, the in specie dividend entitlement has been transferred to the
sale agent to be sold. The sale proceeds may take up to 12 weeks to be remitted to BHP
shareholders.


Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary


Sponsor: J.P. Morgan Equities South Africa Proprietary




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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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Date: 01-06-2022 07:05:00
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