UK Court backs BHP's restructure plans

27th January 2022 By: Esmarie Iannucci - Creamer Media Senior Deputy Editor: Australasia

PERTH (miningweekly.com) – The UK Court has sanctioned diversified miner BHP’s unification scheme of arrangement, meaning the company’s simplification plans would become effective on January 28, when the UK Court Order will be delivered to the UK Registrar of Companies.

BHP shareholders earlier this month voted on the corporate restructure to unify the company under its existing Australian parent company.

Unification is expected to complete by the end of January.

BHP currently operates under a dual-listed company (DLC) corporate structure, which was established at the time of the BHP and Billiton merger in 2001.

The DLC structure comprises two parent companies; BHP Group Limited in Australia and BHP Group Plc in the UK, with separate stock exchange listings and separate share registers. The two groups operate as a unified economic entity with a common board and management, and shares in Limited and Plc carry equivalent voting and economic rights.

The unification is expected to result in a corporate structure that is simpler and more efficient, reduces duplication and streamlines BHP’s governance and internal processes.

To effect unification, Plc Shares and Plc ADSs will be exchanged for Limited Shares and Limited ADSs (respectively) on a one for one basis. BHP Group Limited will become the sole parent company of the BHP Group.

The last time and date for dealings in, and for the registration of transfers of, Plc Shares on the JSE and on the LSE will be January 28. The last time and date for dealings in, and for the registration of transfers of, Plc ADSs on the NYSE will also be on January 28.

The new Limited Shares and the Limited ADSs are expected to be admitted to trading on the ASX, LSE, JSE and the NYSE on January 31. The existing Limited Shares that are listed and traded on the ASX will also be admitted to trading on the LSE and JSE.