Proposed reorganisation of the BHP Group to remove the dual-listed companies’ structure between BHP Group Limited (“Limited”) and BHP Group Plc (“Plc”) whereby Limited will become the sole parent company of the BHP Group by acquiring all the ordinary shares in Plc, including those represented by American depositary shares (“Unification”).
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO ACCESS THIS SITE.
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH OR CONSENT OR ANY OTHER FORMALITY WHICH PLC AND/OR LIMITED REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY PLC AND/OR LIMITED RELATING TO UNIFICATION. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Each of Limited and Plc reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Plc and/or Limited.
To allow you to view information about Unification, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about Unification.
The Information contained in this Microsite 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 pursuant to Unification or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Prior to making any decision as to Unification, investors should read the Information in its entirety, including any information incorporated by reference. Investors must rely upon their own examination, analysis and enquiries of Limited, Plc and the Information, including the merits and risks involved.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite includes Information that has been prepared for the purposes of complying with English law and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional US information
This Microsite is for informational purposes only and does not constitute or form part of an offer to buy or sell, or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, in any jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, neither this Microsite nor the Information is an offer of securities for sale into the United States. No offering of securities shall be made in the United States absent registration under the US Securities Act of 1933, as amended (the “US Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The securities to be issued by Limited in connection with Unification have not been, and will not be, registered under the US Securities Act of 1933, or the securities laws of any state or other jurisdiction of the United States. Any securities to be issued, if Unification is completed, are anticipated to be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof on the basis of the approval of the High Court of Justice in England and Wales
Additional Australian information
This Microsite does not constitute a prospectus or disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) and does not purport to include the information required of a prospectus or other disclosure document under Chapter 6D of the Corporations Act.
This Microsite, and any other document issued by Limited and/or Plc in connection with Unification, contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person, and does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this document, and any other document issued by Limited and/or Plc in connection with Unification, is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Additional South African information
This Microsite does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act No. 71 of 2008 (as amended) (the "South African Companies Act"). Accordingly, this Microsite does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Act Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority.
The information contained on this Microsite constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act No. 37 of 2002 (as amended) ("FAIS") and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS. The information contained on this Microsite should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this presentation should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the BHP Group. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the BHP Group’s annual report and accounts for the financial year 2021 (available at the BHP Group’s corporate website). These factors also should be considered by the reader.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
You should refer to the section titled “Forward-Looking Statements” in of the shareholder circular available on this Microsite, which shall be deemed to apply the whole Microsite and all the Information contained in it as if set out in full therein, mutatis mutandis.
In relation to any Unification-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Plc and/or Limited speak only at the specified date of the relevant document and Plc and/or Limited has, and accepts, no responsibility or duty to update or revise such documents.
Neither the directors of Plc nor Limited nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Any text and/or explanatory notes on this Microsite itself shall be treated as binding.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
I have read and understood the notice set out above and I agree to be bound by its terms.
I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
I will not print or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
I represent and warrant to Plc and Limited that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.