On 25 January 2022, BHP announced that the UK Court had sanctioned the BHP Group Plc (Plc) scheme of arrangement (the Plc Scheme) to effect the unification of BHP's corporate structure. BHP is pleased to confirm that the Plc Scheme became effective at approximately 9:00pm (GMT) on 28 January 2022 in accordance with its terms and the entire issued and to be issued share capital of Plc will be owned by BHP Group Limited (Limited).
Plc Shareholders will receive one New Limited Share for each Plc Share they held at 9:00pm (GMT) on 28 January 2022. A Plc ADS Holder will receive one New Limited ADS for each Plc ADS they hold at 9:30am (EST) on 31 January 2022.
Plc Shareholders will receive New Limited Shares (or an equivalent interest) according to the way in which they held their Plc Shares. Further details and relevant definitions are set out in the Shareholder Circular that was published by BHP on 8 December 2021.
Admission of New Limited Shares and New Limited ADSs to the ASX, JSE and NYSE
The following steps will now occur for implementation of unification:
- New Limited Shares will commence trading on the ASX on a deferred settlement basis under the ticker “BHPN” with effect from 10:00am (AEDT) today, 31 January 2022;
- Limited Shares, including New Limited Shares, will be admitted to the JSE under the ticker “BHG” with effect from 9:00am (SAST) on 31 January 2022;
- Limited Shares, including New Limited Shares, will be admitted to the standard listing segment of the FCA Official List and to trading on the Main Market of the LSE under the ticker “BHP” with trading commencing on the LSE with effect from 8:00am (GMT) on 31 January 2022; and
- New Limited ADSs will be admitted to trading on the NYSE under the ticker “BHP” with trading expected to commence with effect from 9:30am (EST) on 31 January 2022.
Normal trading in New Limited Shares on the ASX under the ticker “BHP” is expected to commence at 10:00am (AEDT) on 2 February 2022.
2,112,071,796 New Limited Shares have been issued and allotted for the purposes of Unification, which represents approximately 42% of the total number of Limited Shares. Today, BHP Group Limited's total issued ordinary share capital consists of 5,062,323,190 ordinary shares. This figure may be used by shareholders to determine whether they are required to notify their interest, or change to their interest, in BHP Group Limited for relevant disclosure requirements.
Cancellation of Plc listings
The FCA will cancel the listing of Plc Shares on the premium listing segment of the Official List and the LSE will cease trading of Plc Shares on the Main Market of the LSE, each with effect from 8:00am (GMT) on 31 January 2022.
Trading in Plc Shares on the JSE will be suspended with effect 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.
On 31 January 2022, it is expected that the NYSE will file with the US Securities and Exchange Commission (the SEC) a notification to effect the de-listing of the Plc ADSs from the NYSE and the Plc ADSs will no longer be listed on the NYSE. In addition, Plc intends to file a certification on Form 15 with the SEC requesting the termination of registration of Plc ADSs under the US Securities Exchange Act of 1934, as amended, and of Plc's reporting obligations thereunder with respect to the Plc ADSs.
Amended Limited Constitution
BHP Group Limited's amended constitution, as approved by Limited Shareholders at the Limited GM on 20 January 2022 becomes effective today and a copy has been separately provided to the ASX and is available at bhp.com.
Updates to Non-executive Directors' letters of appointment and CEO contract
Each of the Non-executive Directors' letters of appointment will be amended to reflect that each Non-executive Director will only be serving as a Non-executive Director of BHP Group Limited (and not of BHP Group Plc) from 1 February 2022.
In addition, certain amendments are being made to Mr Henry's contract of employment. Mr Henry's contract will be amended, with effect from 1 February 2022, to reflect that Mr Henry will only be serving as the Chief Executive Officer of BHP Group Limited (and not of BHP Group Plc). BHP is also taking this opportunity to make a number of further amendments to Mr Henry's contract for general improvement purposes. The key amendments are new provisions relating to COVID-19 matters (such as testing and vaccination) and malus and clawback under incentive grants.