Wrap Text
Publication of Shareholder Documents for Unification
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
News Release
Release Time IMMEDIATE
Date 8 December 2021
Number 34/21
BHP PUBLISHES SHAREHOLDER DOCUMENTS IN CONNECTION WITH UNIFICATION PROPOSAL
Publication of Shareholder Circular, Prospectus and Johannesburg Stock Exchange pre-listing announcement
On 2 December 2021, BHP announced a final Board decision to unify BHP’s corporate structure under its existing
Australian parent company, BHP Group Limited.
Unification will require the approval of BHP Group Limited and BHP Group Plc shareholders and shareholder meetings
will take place on Thursday 20 January 2022.
Today, BHP has published a Shareholder Circular, a Prospectus and a Johannesburg Stock Exchange pre-listing
announcement which are available on the BHP website (www.bhp.com/unify). A copy of the relevant documents will
also be submitted to the National Storage Mechanism and will be available in due course for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Shareholder Circular contains the notices of the shareholder meetings of BHP Group Limited and BHP Group Plc,
the advantages, disadvantages and risks associated with unification and, as is customary in Australia, an independent
expert’s report that concludes that unification is in the best interests of BHP Shareholders.
BHP Shareholders are encouraged to read the Shareholder Circular (and the Prospectus for BHP Group Plc
shareholders) as these documents contain important information in relation to unification.
The BHP Board believes that unification is in the best interests of Plc Shareholders as a whole, Limited Shareholders
as a whole and BHP Shareholders as a whole, and accordingly unanimously recommends that shareholders vote in
favour of unification. Each of the Directors intends to vote all BHP shares that they own or control in favour of the
unification resolutions.
Meeting dates
Shareholder meetings will be held sequentially on Thursday 20 January 2022 as follows:
• First, the BHP Group Limited general meeting will take place in Melbourne at 6:00pm (AEDT).
• Next, the BHP Group Plc scheme meeting will take place in London at the later of 10:00am (GMT) and the
conclusion or adjournment of the BHP Group Limited general meeting.
• Finally, the BHP Group Plc general meeting will take place in London at the later of 10:30am (GMT) and the
conclusion or adjournment of the BHP Group Plc scheme meeting.
All of the resolutions at each of these meetings must be approved by the requisite majorities for unification to proceed.
Further information on these meetings and a detailed timetable is set out in the Shareholder Circular.
Unification timetable and approvals
If approved by shareholders and all other conditions are satisfied or waived, unification is expected to complete on 31
January 2022 and the expected last day of trading in BHP Group Plc shares (including BHP Group Plc shares in the
form of ADSs on the NYSE) would be 28 January 2022 (in the relevant jurisdictions). The Limited shares that are to be
issued in connection with unification are expected to be admitted to trading on the ASX, LSE, JSE and Limited ADSs
on the NYSE on 31 January 2022.
As unification will involve a UK scheme of arrangement, it will also require the UK Court’s sanction of the scheme.
Implementation of unification also remains subject to approval from the National Treasury of South Africa1 and an
outstanding competition regulatory clearance, both of which are intended to be obtained before the shareholder
meetings, and receipt of final approvals in respect of the admission of Limited’s shares to the standard segment of the
FCA Official List and trading on the LSE and the listing of Limited’s shares on the JSE.
Sponsor: UBS South Africa (Pty) Limited
1 National Treasury of South Africa approval to be obtained pursuant to an application that BHP has made to the South African Reserve Bank (SARB).
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: +61 411 071 715 Mobile: +61 407 033 909
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 Tel: +44 2078 027 144 Mobile: +44 7961 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342 Tel: +1 713 296 7919 Mobile: +1 832 870 7677
Authorised for lodgement by:
Stefanie Wilkinson
Group Company Secretary
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
Members of the BHP Group which is
headquartered in Australia
Follow us on social media
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 unification or as to whether to invest in the shares in Limited, 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 financial 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.
Date: 09-12-2021 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
