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Unified Corporate Structure

BHP proposes to unify its corporate structure from two parent companies, with two share prices, into one.

Unification provides a simpler corporate structure that would help BHP to be more agile and efficient, with improved agility to shape our portfolio for the future. Unifying BHP’s corporate structure today is about setting BHP and its shareholders up for tomorrow.

Simple. Efficient. Agile.

 

Now is an attractive time to unify BHP’s corporate structure as we continue to position our portfolio to grow value from commodities that will benefit from global trends such as decarbonisation and population growth. 

Just as we continually review and enhance our portfolio, we also regularly review our Dual Listed Company corporate structure to ensure it is fit-for-purpose. The most recent review concluded now is the right time to unify our corporate structure. 

A simpler corporate structure would help BHP to be more agile and efficient, with improved flexibility to shape our portfolio for the future. For example, unification of the DLC would support a more efficient separation of our Petroleum business and make executing opportunities in new and existing markets simpler in the future.

 

 

 

Same commitment to great returns for shareholders. 

Under a unified corporate structure, BHP Group Limited shares would be listed on the Australian, London and Johannesburg stock exchanges, with an American Depository Receipt (ADR) Level ll program on the New York Stock Exchange.

If you are a shareholder in BHP Group Limited, you would retain your existing shareholding in a unified BHP. Unification won’t affect BHP’s ability to fully franked dividends.

If you are a shareholder in BHP Group Plc, you would have your shares exchanged for shares in the unified BHP Group Limited on a one-for-one basis. 

BHP’s Board, management and dividend policy will remain the same.

Shareholders will play an important role with the opportunity to vote on unification. They will receive further information in due course.

 

 

Frequently asked questions

Please read our FAQs for general and stakeholder queries. 

  • 1. What change is BHP intending to make to its corporate structure?

    BHP proposes to unify its corporate structure from two companies, with two share prices, into a single company incorporated in Australia.

     

     

    BHP currently operates under a Dual Listed Company structure with two parent companies both with primary listings - BHP Group Limited (Limited) in Australia and BHP Group Plc (Plc) in the United Kingdom. With a joint Board and management team and equal shareholder voting rights, BHP is managed and operates as a single economic entity.

     

     

    It is anticipated that the unified BHP will have a primary listing on the Australian Securities Exchange (ASX), a standard listing on the London Stock Exchange (LSE), a secondary listing on the Johannesburg Stock Exchange (JSE), and a Level II American Depository Receipt (ADR) program on the New York Stock Exchange (NYSE).

     

     

    BHP’s Board, management, dividend policy and ability to distribute franking credits would remain the same.

     

     

    BHP is a global resources company, supplying geographically diverse customers with essential resources, supported by a presence across 90 locations worldwide. A unified corporate structure will not change this.

  • 2. What are the benefits of a unified corporate structure?

    Unification provides a simpler corporate structure that would help BHP to be more agile and efficient, with improved flexibility to shape our portfolio for the future.


    We believe the efficiency and agility of a unified company structure enables BHP to best deliver long-term shareholder value.


    Unifying BHP’s corporate structure today is about setting BHP and its shareholders up for tomorrow. 

  • 3. How is a unified corporate structure simpler and more efficient?

    Unification will result in BHP having a corporate structure that is easier for investors and other stakeholders to understand. We would move from two companies, with two share prices, into one company incorporated in Australia.

    For example, we would have one Annual General Meeting, a single set of company laws and one primary tax residency.

    A unified structure would also provide a simpler dividend funding arrangement for BHP without changing our dividend policy.

    A share in BHP is expected to have the same value around the world with the same share underlying BHP’s listings on the Australian, Johannesburg and London stock exchanges and its NYSE listed ADR program.  

  • 4. How does a unified corporate structure provide more agility, and why does this matter?

    BHP is strengthening our position to supply commodities to meet the world’s evolving needs for decarbonisation and population growth.

     

    Under a unified corporate structure, certain potential transactions for our portfolio including demergers and certain types of equity raisings may be able to be executed more efficiently.

    With improved agility to undertake these transactions, BHP would be better placed to shape our portfolio for the future in new and existing markets. For example, a unified corporate structure supports a simpler separation of our Petroleum business.

  • 5. Why does BHP want to make this change now?

    BHP has regularly reviewed our Dual Listed Company structure to ensure it is fit-for-purpose.

    The most recent review concluded now is the right time for unification – to have a corporate structure that better supports the BHP of today and the BHP of the future.

    Now is an attractive time to unify BHP’s corporate structure as:

     

    1. BHP is delivering on our priorities. Our operations are more reliable and more productive, and we have a strong balance sheet and commitment to capital discipline.

    2. We continue to position our portfolio to grow value from commodities that will benefit from global trends such as decarbonisation and population growth. Unification of the DLC would support a simpler separation of our Petroleum business.

     

    3. Recent changes have significantly reduced the cost of unifying our structure compared to previous cost estimates.

    4. Changes to our portfolio over recent years have significantly reduced the earnings contribution from Plc assets. This has reduced Plc’s ability to fund dividends to Plc shareholders resulting in a greater reliance on funding from Limited through the DLC’s Dividend Share arrangement. 

  • 6. What is the cost of unifying BHP’s corporate structure?

    The cost of unifying BHP’s corporate structure is significantly less than previous estimates due to a number of changes in recent years.

    We expect the cost of unifying BHP’s corporate structure to cost between $400 million to $500 million.

    The anticipated one-off costs of unification are predominantly related to stamp duties levied on Limited’s purchase of Plc shares from Plc shareholders to give effect to unification.

  • 7. Would unification change BHP’s dividend policy?
    No. Unification will not change BHP’s dividend policy.
  • 8. Would BHP continue to fully frank dividends paid to shareholders?
    Yes. Limited shareholders receive franking credits with their dividends. Unification will not affect BHP’s ability to fully frank returns to shareholders.
  • 9. Is BHP changing its Board/management team?
    No. BHP’s Board and Management team will not change as a result of unification.
  • 10. What would be the steps and timeline to unify BHP’s corporate structure?

    Unification is subject to final Board approval, third party consents, regulatory, shareholder and court approvals.

    Prior to holding a vote, the Board will distribute further information to both Plc and Limited shareholders who will have the opportunity to vote on unification.

    Unification will only proceed if approved by both sets of shareholders.


    If all conditions are satisfied, unification is expected to occur in the first half of the 2022 calendar year, with the proposed Petroleum separation to follow.

  • 11. Why does BHP have a Dual Listed Company structure?

    The DLC structure facilitated the merger of BHP and Billiton in 2001. At the time, the proportion of assets held under Plc and Limited were relatively aligned.


    Since then, BHP has continued to simplify our portfolio and position our portfolio to grow value from long-term trends such as decarbonisation, population growth and higher living standards.

    The Petroleum separation and Jansen sanction announced at our Full Year Results are part of this process and provide a natural time for us to reconsider our corporate structure.

  • 12. What would a unified structure mean for Limited shareholders (ASX)?

    Limited currently has a primary listing on the Australian Stock Exchange which we would keep under a unified corporate structure.

    If you are a Limited shareholder, you would retain your shareholding. Unification won’t impact BHP’s ability to fully frank dividends.

  • 13. What would a unified structure mean for Plc shareholders (LSE)?

    Plc currently has a primary listing on the London Stock Exchange.

    Under a unified corporate structure, BHP shares would still be traded on the London Stock Exchange. However, Limited would become the listed company with a standard listing. 


    To transition to one register, Plc shareholders would have their Plc shares exchanged for Limited shares on a one-for-one basis. Some smaller shareholders may also have the option to receive cash for their new Limited shares as part of a Share Sale Facility.

     

  • 14. What would a unified structure mean for Plc shareholders (JSE)?

    BHP has a secondary listing on the JSE where Plc shares can be traded. BHP proposes to maintain a secondary listing on the JSE, with Limited shares being traded instead of Plc shares.  


    To transition to one register, Plc shareholders would have their Plc shares exchanged for Limited shares on a one-for-one basis. Some smaller shareholders may also have the option to receive cash for their new Limited shares as part of a Share Sale Facility.

  • 15. What would a unified structure mean for shareholders in the US (NYSE)? 

    Plc and Limited both each currently have an American Depository Receipt (ADR) program. ADR programs allow US investors to hold interests in non-US companies. 


    Under a unified structure, BHP would have one Level II ADR program where interests in Limited can be traded on the New York Stock Exchange. Plc ADR holders will receive Limited ADRs on a one for one basis. 


    The holdings of Limited ADR holders would  not change as a result of unification.

  • 16. How would unification affect BHP's share price?

    BHP does not speculate on our share price. 

    After unification there is expected to be one share value globally (a Limited share price) across the exchanges. Investors would be able to trade their Limited shares on the ASX, LSE and JSE and their ADRs on the NYSE subject to following relevant laws and procedures. 


    Plc shareholders would receive an entitlement to shares in our Australian listed company, Limited. Limited will have its primary listing on the ASX. The ASX has historically traded at a higher price-to-earnings ratio (price/earning multiple) compared with many other stock markets, including the LSE.


    Unification would not change the factors used by the market to determine the Limited share price – our Board, management team and strategy will not change as a result of unification.
     

  • 17. What would happen with franking credits?

    Unification would not affect BHP’s ability to fully frank dividends to shareholders.

    All Limited shareholders would receive franking credits with their dividends. 

  • 18. How would BHP manage Annual General Meetings under a unified corporate structure?

    BHP would operate a single entity, Limited, under a unified corporate structure. 

    Under this new unified structure, we would hold one Annual General Meeting each year in which Limited shareholders are able to participate in.

     
  • 19. What approvals are required to progress unification?

    Unification is subject to final Board approval, third party consents, regulatory, shareholder and court approvals. 


    We are working to secure the appropriate approvals now. The BHP Board will issue further information to shareholders, including how to vote, before holding shareholder meetings in the first half of 2022. Following a successful shareholder vote, and satisfaction of all conditions, BHP expects to unify its structure in the first half of 2022. 

     
  • 20. What action do I need to take?

    BHP has announced its intent to unify its corporate structure which is subject to a shareholder vote in due course. 


    All shareholders will receive a document called the Shareholder Circular prior to the vote. This document will provide further information on unification to help you make a decision and will include an independent expert report.


    Shareholders may also wish to seek advice from their professional advisers.

  • 21. I still have questions about unification. Where can I go for more information?

    Subject to satisfaction of certain conditions, we expect that BHP shareholders will have the opportunity to vote on unification in the first half of 2022. 

     

    Prior that vote, BHP will provide shareholders with additional information, including a Shareholder Circular, and Shareholders will have opportunities to ask questions at BHP’s regular engagements such as the Annual General Meeting later this year or online retail shareholder question and answer sessions.  

The information contained on this website is provided for informational purposes only and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities in BHP or any other member of the BHP group, or a solicitation of any vote or approval, nor should it be construed as legal, tax, financial, investment or accounting advice. Any decision made in relation to Unification should be made solely on the basis of the information provided in any document which expressly provides the purpose of which is considering the terms of the Unification and which contains the full terms and conditions of Unification. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. In connection with Unification, BHP Group Limited expects to issue ordinary shares (including ordinary shares represented by American Depositary Shares) to security holders of BHP Group Plc in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.