BHP Board Update and dividend.

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Algemeen advies 20/05/2022 06:23
BHP announced today that Malcolm Broomhead and John Mogford will retire as non-executive directors at the conclusion of the 2022 BHP Group Limited Annual General Meeting (AGM).

Mr Broomhead has been a Director of BHP since March 2010 and in 2021 the Board requested Mr Broomhead seek re-election at the 2021 AGM for a further year while the Group considered key strategic corporate transactions including unification of the corporate group and the merger of the Petroleum business with Woodside. At the time, Mr Broomhead informed the Board that he would remain on the Board until the 2022 AGM.

Mr Mogford has been a Director of BHP since October 2017 and is an oil and gas expert. Mr Mogford has confirmed his decision to retire following the completion of the divestment of BHP’s oil and gas assets through the merger with Woodside.

Mr Mogford will step down from the role of Chair of the Sustainability Committee in June and Gary Goldberg will be appointed Chair of the Sustainability Committee. Mr Goldberg has more than 35 years’ global experience in the mining industry and has been the Senior Independent Director of BHP since December 2020.

BHP Chair, Mr MacKenzie said “I would like to thank Malcolm and John for their outstanding contribution to the Board and to value creation for BHP shareholders. Both Malcolm and John have showed great commitment to our ongoing success and in particular over the last 12 months where they contributed significantly as the Group successfully navigated major strategic changes including the investment in Jansen (BHP’s greenfield potash project), the unification of the corporate group and the merger of the Petroleum business with Woodside. We wish them both all the best for the future. We continue to apply a robust approach to Board renewal and to focus on succession planning in 2022. As part of this process, we are delighted to have appointed Catherine Tanna and Michelle Hinchliffe to our Board earlier this year. The Board will continue to regularly assess its current skills and expected requirements for the future.”

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. Exdividend 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 shares1



Monday 23 May SAST


Last day BHP shares trade on ASX and LSE, cum-entitlement to Woodside shares

First day BHP shares trade ex-dividend on JSE



Tuesday 24 May
(in each time zone) AEST, BST, SAST


First day BHP shares trade ex-dividend on ASX and LSE BHP ADS commence trading on NYSE with “due bills”2



Commencement of trading Wednesday 25 May
(in each time zone) AEST, BST, EDT


Sale Facility election deadlines:
BHP shareholders on the Australian principal share register

BHP DI holders in the BHP CSN Facility (return form)

BHP DI holders in CREST (submit and settle Transfer to Escrow instruction)



5:00pm, Tuesday 24 May

1:00pm, Thursday 26 May

1:00 pm, Tuesday 31 May

AEST

BST

BST



Record Date for:
BHP shareholders on the Australian principal share register

BHP shareholders on the South African branch share register

BHP DI holders on the UK DI register

BHP ADS holders



7:00pm, Thursday 26 May

5.00pm, Thursday 26 May

6:00pm, Thursday 26 May

5:00pm, Thursday 26 May

AEST

SAST

BST

EDT



South African BHP shareholder or DI holder election deadlines:
BHP shareholders on the Australian principal share register

BHP shareholders on the South African branch share register

BHP DI holders on the UK DI register



5:00pm, Tuesday 24 May

1.00pm, Thursday, 26 May

1:00pm, Tuesday 31 May

AEST

SAST

BST



Payment date:
Completion

In specie dividend payment date3

BHP ADSs commence trading ex-dividend on the NYSE



8:00am, Wednesday 1 June
1:30pm, Wednesday 1 June
Open of business, Thursday 2 June
AEST
AEST
EDT



Commencement of normal trading of:4
New Woodside shares on ASX

New Woodside ADSs on NYSE

Woodside shares (settled using Woodside DIs) on LSE



Thursday 2 June

Thursday 2 June

Monday 6 June

AEST

EDT

BST



Despatch of statements:
Issuer sponsored holding statements and CHESS allotment confirmation notices (sent by Woodside)

Woodside CSN holding statements in respect of new Woodside Shares (sent by Woodside)

Despatch of dividend distribution statements for the DI register

Despatch of dividend distribution statements for the Australian principal share register



Thursday 9 June

Thursday 16 June

Thursday 16 June

Friday 17 June

AEST

BST

BST

AEST



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.

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.

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.

see & read more on
https://www.bhp.com/news/media-centre/releases/2022/05/determination-of-in-specie-dividend-in-connection-with-the-woodside-merger



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