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To what extent will BHP shareholders' information transfer to the Woodside share register? Woodside will retain its primary listing on the ASX and is seeking a standard listing on the LSE and a sponsored Level III ADR program on the NYSE from completion of the Merger. I have a question regarding cash held in the fund. Thats the way I will process it as well! The current estimate of the dividend entitlement is that BHP shareholders will receive one Woodside Share for every 5.5340 BHP shares. My husband is 66.5 years of age and is about to apply for an age pension. 52% Woodside . However, the trustee or nominee may not accept instructions from an underlying beneficiary to make an election unless it is in respect of all parcels of BHP shares held by the trustee or nominee on behalf of that beneficiary, and the underlying beneficiary has confirmed to the trustee or nominee that its aggregated beneficial and legal holding of BHP shares is less than the Small Shareholder Threshold. NEWS RELEASE. BHP shareholders are expected to be entitled to one Woodside Share for every 5.5340 BHP shares they hold on the Record Date. 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) This may vary depending on the BHP register as at the Record Date and could also be lower where South African BHP shareholders validly elect to receive the Woodside Shares to which they are entitled. BHP Shareholders on the Australian principal share register with a registered address in New Zealand and who do not have any payment instructions recorded on their shareholding, will also have their sale proceeds paid into a separate bank account until valid New Zealand payment instructions have been provided to the BHP share registry. No offer of securities in the United States shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933. These forward-looking statements are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Woodside, BHP and their respective related bodies corporate and affiliates, and each of their respective directors, officers, employees, partners, consultants, contractors, agents, advisers and representatives, and could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by those forward-looking statements or any projections or assumptions on which those statements are based. BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. BHP dividend statements and Woodside holding statements are expected to be despatched to eligible BHP shareholders in mid-June 2022. In addition, approximately US$0.3 billion in cash will be left in the BHP Petroleum bank accounts to fund the ongoing operations. Top up tax may arise for shareholders where the tax payable in relation to the dividend exceeds the franking credits attached. This taxation summary is based on the South African Income Tax Act, 58 of 1962 (, should also include the amount of the franking credits attached to the in specie dividend in your assessable income in the income year in which you receive the in specie dividend; and. Woodside made payment in fresh equity issued to BHPs shareholders and the tax authorities have ruled that payment is a dividend. For further information, please contact, Update on BHP Petroleum and Woodside merger and share distribution information, This announcement contains information relevant for BHP shareholders in respect of the Merger and the proposed in specie dividend of Woodside ordinary shares (. D2T{p*#!DC@@f aI0L[DJ+b'$eDU#`LiM|YB ~WjNSk $t5[xF@8%UT,QYa|& RnAzzUqBaWo !P)[c .$ '^][ $k^zi&G QhOU*{yM)?wZBIDaWs5EcZ,AKQ0p[:2%? We believe the future is increasingly clear and our strategy, portfolio, capabilities and approach to social value position us to play an important role in meeting the twin objectives of an accelerated energy transition, and continued economic development and improvement in living standards. [14] BHP DI holders will receive their entitlement in the form of Woodside DIs in the same ratio as BHP shareholders receive Woodside Shares on the Record Date (subject to the rounding treatment described above). Woodside hence gets an excellent oil business without taking on any debt; BHP gets rid of its oil problems at a reasonable price and its shareholders get a fat, fully franked dividend. Choose your network to share this page with. woodside may be required to withhold tax (currently at the rate of 47%) on payments of dividends that are not fully franked and remit the amounts withheld to the Summary of the merger. Neither this document nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. Surely, the earlier they know about it the better they can be prepared to find the additional tax. By reason of the foregoing, if you are in Malaysia, you may not distribute this document to anyone other than your own financial and legal advisors, nor may you make copies of this or any other document you receive, except to the extent necessary to consult with your financial and legal advisors who are advising you in connection with this potential investment (and only so long as such advisors agree to hold this information confidential and not use it for purposes other than advising you in connection herewith). Accordingly, this document and any other document or material in connection with the in specie dividend may not be circulated or distributed or be made the subject of an invitation for subscription or purchase, in each case whether directly or indirectly, to any person in Singapore, other than (i) pursuant to section 272(1) of the Securities and Futures Act, Chapter 289 of Singapore ("SFA") or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. In connection with the proposed Merger and in specie dividend, Woodside intends to file with the US Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 (the "Registration Statement") to register the Woodside securities to be issued in connection with the proposed Merger and in specie dividend (including a prospectus therefor). We will wait further for the ATO Ruling if available at a later stage before providing any further updates on this issue. Financial results and Operational Reviews, Operational (Scope 1 and 2) decarbonisation, Value chain (Scope 3) greenhouse gas emissions, Carbon offsets and natural climate solutions, Our Global Inclusion and Diversity Council, Additional taxation guidance including the, Additional taxation guidance in respect of market value for New Zealand resident shareholders of BHP Billiton Limited is available, Additional taxation guidance in respect of market value for UK resident shareholders of BHP Billiton Plc is available, Additional taxation guidance in respect of market value for US resident shareholders and ADS holders of BHP Billiton Plc and BHP Billiton Limited is available, Additional taxation guidance in respect of market value for South African resident shareholders of BHP Billiton Plc is available, Additional taxation guidance in respect of market value for Canadian resident shareholders of BHP Billiton Limited is available. Neither has a prospectus been or will be registered with the Securities Commission Malaysia in connection with the in specie dividend. Because while the world relies on the resources we find, BHP relies on people like you. South African shareholders should refer to the section on "What happens to South African resident BHP shareholders?". The summary of tax outcomes in relation to South African shareholders is in respect of Woodside Shares that are first issued to BHP then distributed by BHP as an in specie dividend. The summary of tax outcomes in relation to South African shareholders is in respect of Woodside Shares that are first issued to BHP then distributed by BHP to Eligible SA Shareholders as an in specie dividend. In order to make separate elections a CREST holder may use this Sale Facility by converting, at their own cost, their holdings of DIs into distinct CREST holdings prior to the Record Date and make a separate TTE instruction in respect of each such parcel of interim CREST entitlements. Pro forma information is presented on a combined basis, without giving effect to any pro forma adjustments. 48% BHP . BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. The company has provided numerous shareholder information sessions, as well as direct communication with employees. Advertisement. We succeed through the partnerships we build with our suppliers. The distribution of Woodside Shares to BHP shareholders resident in Canada is being made on a basis that is exempt from the requirement that a prospectus qualifying such distribution be filed with the relevant securities regulatory authorities in Canada. [10] BHP is entitled to approximately US$1.2 billion in relation to dividends paid by Woodside between the Merger effective date and completion. Allt lagas av oss och baseras p Strandgatans egna recept. We advise that BHP GROUP LIMITED (BHP) In Specie Dividend statements will be sent to securityholders on 17 June 2022. We succeed through the partnerships we build with our suppliers. Approximately US$830 million of this amount will be paid in cash with the balance, which results from the take-up of Woodside's dividend reinvestment plan, factored into the 914.8 million of Woodside shares issued to BHP at completion. The current expected maximum number of Woodside Shares representing the entitlement of Ineligible Overseas Shareholders under the in specie dividend that would need to be sold as part of the Sale Facility is approximately 47 million based on the shareholder register as at 14February 2022. [16] Further details regarding Woodside's proposed CSN Facility can be found in Part 19 of the Woodside UK Prospectus. Malaysia: No recognition from the Securities Commission Malaysia has been applied for or will be obtained for the in specie dividend under the Capital Markets and Services Act 2007. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially, including but not limited to: price fluctuations, actual demand, currency fluctuations, geotechnical factors, drilling and production results, gas commercialisation, development progress, operating results, engineering estimates, reserve estimates, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory developments, economic and financial markets, conditions in various countries, approvals and cost estimates. Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant uncertainty and disruption caused by the COVID-19 pandemic. BHP Group (BHP) is pleased to announce that the merger of BHPs oil and gas portfolio with Woodside Energy Group Limited (Woodside) by an all-stock merger (Merger) has completed today. 375 of 2017) (as amended) of Ireland or otherwise. Thanks. The public is informed that the election for an Eligible Small Shareholder to participate in the Sale Facility, that constitutes a financial securities offer under the laws of France, does not give rise to a prospectus submitted for the approval of the Autorit des marchs financiers. To treat BHP employees fairly and restore the value of the unvested equity awards to their pre-completion value, BHP will grant those employees with additional BHP equity awards on the same substantive terms as the original unvested incentive awards or matching entitlements. Neither this document nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. It is core to our strategy and sits at the heart of everything we do. recognition of a US$210 million impairment charge in the BHP Petroleum balance sheet in the pro forma financial information for the combined group. or the WDS cost base so Lloydy is on the money thus far. Italy: By reading this announcement, you agree to be bound by the following limitations and qualifications: (i) this announcement is only intended to provide information on the distribution by BHP to its shareholders of shares of Woodside; (ii) this announcement is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law; (iii) this announcement should not be construed in any manner as a recommendation to any reader of this document; and (iv) this announcement is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017. What is the Cost per old share and the cost per new share? To make an election in CREST, Eligible Small Shareholders who hold their BHP DIs in CREST should submit (or, if they are a CREST personal member, procure that their CREST sponsor gives) a TTE instruction, which must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details: the number of interim CREST entitlements to be transferred to an escrow balance, representing the number of BHP DIs for which you wish to elect to sell the entitlement under the in specie dividend; the interim CREST entitlement ISIN AU0000214561; Participant ID of the escrow agent, being 3RA33; member account ID of the escrow agent, being BHPWPL01; intended settlement date. It is expected that the final class ruling will be published by the Australian Taxation Office(ATO)shortly after the implementation of the Merger. OJW Ex>O1HN$v#b a"0 bXk *(\*4)ZMD8nGRT6BD6Rtx:- b87!ZN@$7xOfD"`Q &n a` BU9g#@o*s0T|. Hi Greg, Sustainability is integral to how we contribute to social value creation. [11] 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. Are there tax implications for BHP shareholders on receipt of Woodside shares. Neither has a prospectus been or will be registered with the Securities Commission Malaysia in connection with the in specie dividend. A share sale facility will be in place for eligible small BHP shareholders who elect to participate, and for shareholders who are ineligible to receive Woodside Shares. If you originally purchased your BHP shares (for say) $30.00, then after the merger, your cost base is still $30.00. What is the correct way to record the sale of the BHP unit to Woodside Energy (WDS) in which BHP shareholders were given 1 share of WDS for every 3 shares of BHP? Switzerland: The new Woodside Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. It is noted that Division 230 will generally not apply to the financial arrangements of individuals, unless an election has been made for those rules to apply. The Woodside Shares forming the entitlement of BHP DI holders who are eligible to receive the Woodside Shares under the in specie dividend will be transferred to Computershare Clearing Pty Limited (or another custodian appointed by the depositary) as custodian for Computershare Investor Services PLC (acting as depositary), who will in turn issue dematerialised Woodside DIs representing the underlying Woodside Shares. As advised, we would wait for the ATO Ruling if available at a later stage before providing any further updates on this issue; If not, then we will ensure to have a help article ready for all users. The review of this document and any related communication does not fall under the SCA's remit or jurisdiction. A little more information I gleaned last night because it is not a sale I do not thinkthere will be an ATO ruling could be wrong but BHP will receive 914,768,948 Woodside ordinary shares as part of the Merger. 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