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Unified Corporate Structure

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

Unification will provide a simpler corporate structure that will make BHP simpler and more agile, with the strategic flexibility to shape our portfolio for the future.

BHP thanks its shareholders for their support of our proposal to unify our corporate structure. Unification is an important strategic move to set BHP and its shareholders up for the future.

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 economic growth.  

Just as we continually review and enhance our portfolio, we also regularly review our Dual Listed Company 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 will make BHP simpler and more agile, with the strategic flexibility to shape our portfolio for the future. For example, unification would enable BHP to undertake certain transactions more simply and efficiently than it can under the Dual Listed Company structure. This includes the agreement to merge BHP’s Petroleum business with Woodside Petroleum. Future demergers and equity raising transactions would also be simpler to execute following unification. 

Unification infographic

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) program on the New York Stock Exchange.

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

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

Unification won’t change the things you rely on. BHP’s business including our Board, management and dividend policy will remain the same.

Shareholders will have the opportunity to vote on unification at shareholder meetings held on 20 January 2022 for BHP Group Limited in Melbourne and BHP Group Plc in London respectively.  

A Shareholder Circular, a UK Prospectus and other shareholder documents are available here.    

Unification is expected to complete by 31 January 2022 subject to approval by the shareholders of both BHP Group Limited and BHP Group Plc, receipt of remaining regulatory approvals and UK Court sanction of the scheme. 

Frequently asked questions

Please read our FAQs for general, shareholder and partner queries. 

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

    BHP has announced a final Board decision to unify its corporate structure from two parent companies, with two share prices, into one under BHP Group Limited.

    BHP currently operates under a Dual Listed Company structure with two parent companies each with separate primary stock exchange listings - BHP Group Limited on the Australian Securities Exchange (ASX) in Australia and BHP Group Plc on the London Stock Exchange (LSE) in the United Kingdom. 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.

    A unified BHP would have one share price globally and primary listing on the ASX, a standard listing on the 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).

    Unification will not change BHP’s fundamentals: it will not change BHP’s underlying assets or operations, Board composition, Executive Leadership Team, corporate presence or cash flow generation. Importantly, there will also be no change to BHP’s dividend policy, including its ability to pay franked dividends, as a result of unification.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 will make BHP simpler and more agile, with the strategic flexibility to shape our portfolio for the future. We believe unification will help drive value and create new possibilities for BHP and our shareholders. It’s an important step that will set our company up better for the future.

  • 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 parent companies, with two share prices, into one under BHP Group Limited – our existing Australian parent company.

    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. BHP shareholders will continue to receive their dividends in the same currency as they do now.

    BHP will have one share price globally and we will continue to have listings on the Australian, Johannesburg and London stock exchanges and its NYSE listed American Depository Receipt program.

  • 4. How does a unified corporate structure provide more agility and competitiveness, 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.

    A unified corporate structure will help BHP to be more agile and efficient, with improved flexibility to shape our portfolio for the future.

    For example, unification would enable BHP to undertake certain transactions more simply and efficiently than it can under the DLC structure. This includes, for example, the agreement to merge BHP’s Petroleum business with Woodside Petroleum which would be simpler to execute under a unified structure.

    Future demergers and equity raising transactions would also be simpler to execute following unification.

  • 5. Will unification have any impact on BHP’s business fundamentals or operations?

    Unification will not change BHP’s fundamentals: it will not change BHP’s underlying assets or operations, Board composition, Executive Leadership Team, corporate presence or cash flow generation.

    Importantly, there will also be no change to BHP’s dividend policy, including its ability to pay franked dividends, as a result of unification.

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

    The DLC structure was put in place at the time of the merger of BHP and Billiton in 2001.

    At the time, the proportion of assets held under BHP Group Plc and BHP Group Limited were relatively aligned. With changes over recent years to the BHP portfolio, a significant reduction in the earnings contribution from the assets held under BHP Group Plc and a material reduction in the expected costs of unification, we believe that now is the right time to unify the corporate structure.

  • 7. 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 to unify our corporate structure – we believe that this is the best structure for BHP to provide the resources the world needs and create long-term shareholder value.

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

    • BHP is delivering on our priorities. We are two and a half years fatality free. Our operations are more reliable and more productive, and we have a strong balance sheet and commitment to capital discipline.
    • We continue to position our portfolio to grow value from commodities that will benefit from global trends such as decarbonisation and economic growth. Unification would enable BHP to undertake certain transactions more simply and efficiently, for example, the merger of our Petroleum business with Woodside Petroleum would be simpler to execute under a unified structure. Future demergers and equity raising transactions would also be simpler to execute following unification,
    • Recent changes have significantly reduced the cost of unifying our structure. We can unify more cost effectively now than at any time in the past.
    • Changes to our portfolio over recent years have significantly reduced the earnings contribution from BHP Group Plc assets from approximately 40 per cent of the Group’s earnings in 2001 to only about 5 per cent today. This has reduced BHP Group Plc’s ability to fund dividends to BHP Group Plc shareholders resulting in a greater reliance on funding from BHP Group Limited through the DLC’s Dividend Share arrangement.
  • 8. What is the cost of unifying BHP’s corporate structure?
    The cost of unifying BHP’s corporate structure has significantly reduced due to a number of changes in recent years. 

    We expect the cost of unifying BHP’s corporate structure to be between $350 million to $450 million. 

    The one-off costs of unification are predominantly related to stamp duties levied on BHP Group Limited’s purchase of BHP Group Plc shares from BHP Group Plc shareholders to give effect to unification.
     
  • 9. Will unification change BHP’s dividend policy?
    No. Unification will not change BHP’s dividend policy.
  • 10. Will BHP continue to fully frank dividends paid to shareholders?
    Yes. BHP Group Limited shareholders receive franking credits with their dividends. Unification will not affect BHP’s ability to fully frank returns to shareholders.
  • 11. Is BHP changing its Board/management team?
    No. BHP’s Board and Management team will not change as a result of unification.
  • 12. What are the steps and timeline to unify BHP’s corporate structure?

    At shareholder meetings held on 20 January 2022, BHP received the required support of BHP Group Plc and BHP Group Limited shareholders for unification. As unification involves a UK scheme of arrangement, it will also require the UK Court’s sanction of the scheme at a hearing on 25 January 2022.


    With all approvals to proceed, unification is expected to occur on 31 January 2022. Detailed timelines of final trading days of BHP Group Plc shares and the one-for-one share exchange for BHP Group Plc shareholders are available in the Shareholder Circular.

  • 13. Will BHP retain its London office?
    Yes. BHP will continue to have a corporate presence in London. London/UK is an important market and shareholder base for BHP. BHP’s regular engagement with UK-based shareholders will not change.
  • 14. Has BHP commissioned an independent expert to provide an opinion on unification?

     Yes. Shareholders will have access to an Independent Expert’s Report as part of the shareholder documents and will be able to review their conclusions.

  • 15. What will a unified structure mean for BHP Group Limited shareholders (ASX)?

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

    If you are a BHP Group Limited shareholder, you will retain your shareholding and proportionate interest in the unified BHP. Unification won’t impact BHP’s ability to fully frank dividends.

  • 16. What will a unified structure mean for BHP Group Plc shareholders (LSE)

    BHP will retain a secondary listing on London Stock Exchange and its shares will still be traded in sterling.

    BHP Group Plc shareholders will have their BHP Group Plc shares exchanged for BHP Group Limited shares on a one-for-one basis. Some smaller shareholders will also have the option to receive cash for their new BHP Group Limited shares as part of a Share Sale Facility. Further information will be available in the Shareholder Circular.

    Shareholders will not pay any brokerage fees to receive their BHP Group Limited shares as part of unification.

    UK and South African residency shareholders can continue to receive their dividends in pounds or rand respectively.
     

  • 17. What will a unified structure mean for BHP Group Plc shareholders (JSE)?

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

    To transition to one register, BHP Group Plc shareholders will have their shares exchanged for BHP Group Limited shares on a one-for-one basis. Some smaller shareholders will also have the option to receive cash for their new BHP Group Limited shares as part of a Share Sale Facility. Further information is available in the Shareholder Circular.

    Shareholders will not pay any brokerage fees to receive their BHP Group Limited shares as part of unification.

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

    BHP Group Plc and BHP Group 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 ADR program where interests in BHP Group Limited can be traded on the New York Stock Exchange. BHP Group Plc ADR holders will receive BHP Group Limited ADRs on a one-for-one basis.

    The holdings of BHP Group Limited ADR holders will not change as a result of unification.

  • 19. How will unification affect BHP’s share price?

    BHP does not speculate on our share price.

    After unification there will be one share price globally (a BHP Group Limited share price) across the exchanges (adjusting for foreign exchange rates). Investors will be able to trade their BHP Group Limited shares on the Australian Securities Exchange, London Stock Exchange and Johannesburg Stock Exchange and their American Depository Receipts on the New York Stock Exchange.

    Historically BHP Group Plc shares have traded at a lower price than BHP Group Limited shares. BHP Group Plc shareholders would receive shares in our Australian listed company, BHP Group Limited. BHP Group Limited will have its primary listing on the ASX. Shares of companies on the ASX have historically traded at a higher price-to-earnings ratio (price/earning multiple) compared with shares of companies on the LSE.

    Unification will not change the factors used by the market to determine the BHP Group Limited share price – our Board, management team and strategy will not change. 

  • 20. What will happen with franking credits?

    Unification will not affect BHP’s ability to distribute fully franked dividends to shareholders.

    All BHP Group Limited shareholders will receive franking credits with their dividends.

  • 21. Are there any tax implications for shareholders as a result of unification?

    There may be taxation implications for certain shareholders that vary depending on your jurisdiction and personal circumstances. General information will be provided in the Shareholder Circular. Shareholders are advised to seek their own specific taxation advice.

  • 22. How would BHP manage Annual General Meetings under a unified corporate structure?
    BHP would operate a single entity, BHP Group Limited, under a unified corporate structure.

    Under this new unified structure, we would hold one Annual General Meeting each year. BHP shareholders will continue to be able to vote at our Annual General Meeting.
  • 23. Would BHP voluntarily continue the annual election of directors?
    Yes. BHP will remain a responsible and committed corporate citizen globally and in an Australian context and are committed to maintaining a high standard of corporate governance. The BHP Board has agreed to maintain its policy of annual elections for Non-executive Directors.
  • 24. What action do I need to take
    Thank you to the shareholders who voted on unification. Voting is now closed. BHP is grateful to have received the required support from both BHP Group Plc and BHP Group Limited shareholders to proceed with unification.

    No further action is required from shareholders. If you require further information about unification, please refer to the Shareholder Circular and UK Prospectus or speak to your professional advisers.

     

  • 25. What is the deadline for submitting my vote?
    Shareholders can vote up to, and including at, the meetings scheduled for 20 January 2022. Proxy advisor votes must be received no later than 18 January 2022. The voting instructions of American Depository Receipt holders should be received by 12 January 2022. Further information is available in the Shareholder Circular.
  • 26. I still have questions about unification. Where can I go for more information?
    BHP shareholders should read the Shareholder Circular carefully for further information.

    Further resources are also available on our website bhp.com under the ‘investor section’.

    Shareholders can also contact the Shareholder Information Line in the UK 0344 472 7001, Australia 1300 145 825 and South Africa +27 11 370 5000 or 086 110 0634. You may also wish to contact your own professional adviser.
  • 27. How would contracts with BHP Group Plc be impacted?
    There would be no change to contracts between BHP Group Plc and its suppliers, customers, partners, or employees under unification. BHP Group Plc will maintain a company number and operate as a subsidiary of BHP Group Limited.
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.