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.
