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.
