BHP Group (BHP)

[Dod101]

So in fact that clarifies the eligibility for cash which seems to have been a feature of the messages coming from the platforms. The platforms were simply repeating what the Company itself was saying. The platforms will all be on the BHP register holding far more than 1000 BHP shares so they will not be eligible to be paid other than in specie. It seems therefore that it is up to the platforms themselves whether to offer a cash alternative and if so to decide the eligibility for that.

Just an interested observer.

Dod

[Arborbridge]

Like No 13 buses, do corporate actions come in threes? TATE, Aviva, now this slight annoyance.

The dilemma is whether to take the shares (and sell later) or cash in through the broker at possibly a lower price I will probably take the less messy route and cash-in, given the choice.

Arb.

[funduffer]

So in fact that clarifies the eligibility for cash which seems to have been a feature of the messages coming from the platforms. The platforms were simply repeating what the Company itself was saying. The platforms will all be on the BHP register holding far more than 1000 BHP shares so they will not be eligible to be paid other than in specie. It seems therefore that it is up to the platforms themselves whether to offer a cash alternative and if so to decide the eligibility for that.

Just an interested observer.

Dod

Yes, and my provider, iWeb, has just told me they will be unable to provide a cash option to small shareholders, so I will have to wait until I actually receive the Woodside shares before I can sell them.

Having said that, I haven't yet decided whether to sell them or not!

FD

[Fluke]

So in fact that clarifies the eligibility for cash which seems to have been a feature of the messages coming from the platforms. The platforms were simply repeating what the Company itself was saying. The platforms will all be on the BHP register holding far more than 1000 BHP shares so they will not be eligible to be paid other than in specie. It seems therefore that it is up to the platforms themselves whether to offer a cash alternative and if so to decide the eligibility for that.

Just an interested observer.

Dod

I hold BHP shares in 2 separate HL accounts and (by far the largest chunk) in an AJ Bell SIPP account. AJ Bell have now also confirmed that they will not be offering a cash alternative, so I will opt for the cash with HL, so as to avoid 2 lots of selling charges, and see what happens to the shares in my SIPP with view to selling at some point.

[monabri]

Interactive Investor:

Please note, BHP Group intends to operate a small shareholder sale facility, through which holders of less than 1000 BHP Group shares can elect to sell their Woodside Petroleum Limited shares rather than receive them. Since your shares are held within a pooled nominee account on our platform, we are unable to offer this option to shareholders.

[scrumpyjack]

BHP have gone ex the right to the Woodside shares this morning, hence the 9.3% drop in the share price.

[idpickering]

Merger completion and in specie distribution.

BHP Group (BHP) is pleased to announce that the merger of BHP's oil and gas portfolio with Woodside Energy Group Limited (Woodside) by an all-stock merger (Merger) has completed today.

BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. BHP has paid the in specie dividend and distributed Woodside shares today in line with the details described in BHP's announcement on 20 May 2022. As a result, BHP has now distributed Woodside shares to eligible BHP shareholders. BHP dividend statements and Woodside holding statements are expected to be despatched to eligible BHP shareholders in mid-June 2022.

The closing price of Woodside shares on ASX on 31 May 2022 was A$29.76[1]. The implied value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). At this valuation, the in specie dividend is approximately A$5.38 (US$3.86), with A$2.30 (US$1.66) of franking credits being distributed, per BHP share.

As part of completion, BHP has made a net cash payment of approximately US$0.7 billion to Woodside. In addition, approximately US$0.3 billion in cash will be left in the BHP Petroleum bank accounts to fund the ongoing operations. This reflects the net cash flows generated by BHP Petroleum, less cash dividends paid by Woodside to BHP, between the Merger effective date of 1 July 2021 and completion. This net payment to Woodside will be subject to a customary post-completion review which may result in an adjustment to the amount paid.

BHP Chief Executive Officer, Mike Henry said: "The merger of our petroleum assets with Woodside creates a global energy company with the scale and opportunity to help supply the energy needed for global growth and development in a rapidly decarbonising world. Our shareholders will now have exposure to assets in two organisations, BHP and Woodside, each with a very clear focus, strategy and value proposition. BHP's world class portfolio is weighted towards commodities which support economic growth and have decarbonisation upside and combined with our operational excellence will underpin attractive returns and long-term value growth."

https://www.investegate.co.uk/bhp-group ... 00045305N/

Ian.

[Bena48]

I hold 375 paper shares in BHP. Presumably Computershare should be in touch about Woodside? Has anyone else received contact?

[daveh]

I hold 375 paper shares in BHP. Presumably Computershare should be in touch about Woodside? Has anyone else received contact?

HSDL sent two corporate actions notices one dated 20 May and one dated 25th May outlining the entitlement and the relevant dates, including that the Woodside DIs would be received in my account on or shortly after 6th June.

If I had held the shares in certificated form I'd have expected paper (or email if I'd said electronic communications only) information on the in specie dividend and then a share certificate for the Woodside DIs sometime after 6th June

[idpickering]

Merger Dividend.

https://www.investegate.co.uk/bhp-group ... 00014140O/

Ian.

[77ss]

Merger Dividend.

https://www.investegate.co.uk/bhp-group ... 00014140O/

Ian.

It seems that BHP shareholders that elected to participate in the sale facility will have got GBP£16.81 per WDS share.

Curent WDS share price £19.80.

Looks as though I should be grateful that iWEb did not offer the 'free' sale facility!

[idpickering]

This was mentioned on Bloomberg this morning;

BHP Scraps Thermal Coal Exit as Investors and Prices Shift.

(Bloomberg) -- BHP Group will scrap a plan to exit from thermal coal and instead aim to shutter its final mine by mid-2030 after prices surged, and with investor attitudes shifting on the sale of fossil fuel assets.

https://uk.finance.yahoo.com/news/bhp-s ... 40286.html

Ian.

[idpickering]

Coal divestment review update - BHP to retain New South Wales Energy Coal

BHP today announced that it will retain New South Wales Energy Coal (NSWEC) in its portfolio, seek the relevant approvals to continue mining beyond its current mining consent that expires in 2026 and proceed with a managed process to cease mining at the asset by the end of the 2030 financial year.

The decision follows BHP's review of its lower grade metallurgical and energy coal assets that was announced in August 2020 and has also resulted in the divestment of our interests in Cerrejón and BHP Mitsui Coal (BMC) in January and May 2022 respectively.

A trade sale process for NSWEC was conducted however the process did not result in a viable offer. Assessment of the resource economics, geotechnical profile and future investment requirements determined that continued mining in the near term and moving to a closure in 2030 provides the optimal financial outcome when compared to alternate options.

Continuation of mining to the end of FY2030 will afford eight years to work with our people, state and federal governments and local communities in the Hunter Valley region on a transition approach that supports long-term community sustainability.

Plans to continue operating NSWEC to FY2030 are subject to obtaining relevant approvals to enable mining beyond the current consent, which only provides approval for mining until 2026. Work is underway to prepare the application for the relevant approvals with the New South Wales and Australian governments to support mining until 2030. This will also include plans for closure of the asset, including rehabilitation and determining the most appropriate post-mining land use. It is expected that continued work on rehabilitation will take 10 to 15 years following the cessation of mining. The provision for closure of the mine as at 31 December 2021 was approximately US$700 million.

https://www.investegate.co.uk/bhp-group ... 00030678P/

Ian.

[idpickering]

Court of Appeal rules claim can proceed in UK.

BHP Group Limited and BHP Group UK (Ltd) (formerly BHP Group Plc) are defendants to a group action claim in the United Kingdom (UK) in relation to the Samarco dam failure on 5 November 2015. The group action seeks compensation for individuals, municipalities, private businesses and other institutions in Brazil following the Samarco dam failure.

The Court of Appeal has heard an appeal by the claimants in the group action against a decision made by the High Court on 9 November 2020 that dismissed the group action as an abuse of process. Today, the Court of Appeal has decided to allow the appeal. The judgment allows the group action to continue in the UK and overturns the earlier decision of the High Court. BHP is considering whether to seek permission to appeal the judgment to the UK Supreme Court.

The judgment is not a decision in relation to the merits of the claims made in the group action. It is concerned with the preliminary question of whether the group action can continue against BHP in the United Kingdom.

BHP Brasil remains committed to continue supporting the local remediation efforts in Brazil through the Renova Foundation. Those efforts have already provided BRL9.8bn (~£1.5bn) in compensation and direct financial aid in relation to the dam failure to over 376,000 people.

BHP will continue to defend the UK group action, which BHP believes is unnecessary because it duplicates matters already covered by the existing and ongoing work of the Renova Foundation and legal proceedings in Brazil.

https://www.investegate.co.uk/bhp-group ... 01448543R/

Ian.

[Bouleversee]

There really should be a relatively short time allowed for such appeals. I don't understand why there should be any doubt as to whether it would be an abuse of process or not. The court should be able to get that right first time. Difficult to see whether a separate action against BHP UK is justifiable.

[idpickering]

BHP Group Operational Review for the year ended 30 June 2022.

BHP Chief Executive Officer, Mike Henry:

“BHP produced a strong fourth quarter to cap off a year of significant progress. Our performance for the year has been underpinned by safe, reliable operations and firm demand for our commodities. We completed another year fatality free and we are unwavering in our effort to improve safety, and this includes addressing sexual assault and harassment, racism and bullying.

We delivered record full-year sales volumes at our iron ore business in Western Australia as a result of reliable operational performance and the South Flank project which continued to ramp up. In copper, Escondida in Chile had record material mined and near-record concentrator throughput, while Olympic Dam in South Australia performed strongly in the fourth quarter after planned smelter maintenance.

Queensland metallurgical coal delivered strong underlying performance for the quarter in the face of significant wet weather. BHP is assessing the impacts on BMA economic reserves and mine lives as a result of the increase in coal royalties by the Queensland Government. The near tripling of top end royalties has worsened what was already one of the world’s highest coal royalty regimes, threatening investment and jobs in the state.

Our US$5.7 billion Jansen potash project in Canada is tracking to plan and we are working to bring first production forward to 2026. Also during the year, we merged our petroleum business with Woodside, completed the sales of BMC and Cerrejón, and decided to retain New South Wales Energy Coal until the cessation of mining in 2030 subject to relevant approvals. We also unified our corporate structure, and added to our global options in copper and nickel.

Broader market volatility continues and we expect the lag effect of inflationary pressures to continue through the 2023 financial year, along with labour market tightness and supply chain constraints. Over the year ahead, China is expected to contribute positively to growth as stimulus policies take effect, however, the continuing conflict in the Ukraine, the unfolding energy crisis in Europe and policy tightening globally is expected to result in an overall slowing of global growth. Our strong focus on safety, operational reliability, cost control and social value will help us navigate these challenges and continue to deliver for all of our stakeholders.”

https://www.bhp.com/news/media-centre/r ... -june-2022

Ian.

[idpickering]

RNS regarding the above here; https://www.investegate.co.uk/bhp-group ... 00048915S/

Ian.

[idpickering]

BHP Returns to Major M&A in Hunt for EV and Clean Energy Metals.

BHP Group was rebuffed in a takeover approach for OZ Minerals Ltd. as the world’s top miner returns to major dealmaking in a hunt for copper and nickel assets vital to the shift to electric transport and clean energy.

https://uk.finance.yahoo.com/news/bhp-r ... 17448.html

Ian.

[idpickering]

This is further to my above post. I first heard of this whilst watching Bloomberg this morning, hence my having searched for information about it in the first place.

This from BHP clarifies the issue;

BHP ANNOUNCES NON-BINDING INDICATIVE PROPOSAL TO ACQUIRE OZ MINERALS LIMITED.

BHP has submitted a non-binding indicative proposal to the Board of OZL on 5 August 2022 to acquire 100% of the issued share capital in OZL by way of a scheme of arrangement (the Proposal).

BHP's Proposal to acquire all of OZL's shares for cash consideration of A$25.00 per share[1], represents a compelling value proposition for OZL shareholders. The consideration represents an attractive premium of:

• 32.1% to OZL's closing price of A $18.92 per share on 5 August 2022; and

• 41.4% to OZL's 30-day VWAP of A $17.67 per share up to and including 5 August 2022.

BHP's Proposal represents a significant premium to the market value of OZL at the time the Proposal was submitted, at a price that was materially above the average broker price targets. The cash offer would deliver immediate value to OZL shareholders and de-risk any value which may (or may not) eventually be reflected in OZL's share price.

BHP's Proposal is subject to certain conditions including completion of confirmatory due diligence to the satisfaction of BHP, entry into a scheme implementation agreement and a unanimous recommendation from the OZL Board that OZL shareholders vote in favour of the Proposal in the absence of a superior proposal.

BHP CEO Mike Henry said:

"Our proposal represents compelling value and certainty for OZ Minerals shareholders in the face of a deteriorating external environment and increased OZL operational and growth related funding challenges.

"We are disappointed that the Board of OZL has indicated that it is not willing to entertain our compelling offer or provide us with access to due diligence in relation to our proposal."

https://www.investegate.co.uk/bhp-group ... 00041725V/

Ian.

[idpickering]

BHP RESULTS FOR THE YEAR ENDED 30 JUNE 2022.

Safe, reliable production
 There have been no fatalities at BHP for over three-and-a-half-years. High-potential injury frequencyi declined by
30% during the year.
 Our strong focus on safety and health includes the elimination from BHP of sexual harassment, racism and bullying.
We have made strong progress during the year on implementing our suite of critical controls, including increased
security measures, and implementing an alcohol consumption limit across our Minerals Australia villages. We have
also held safety stops across our global workforce focused on preventing this behaviour.
 We achieved our short-term target to maintain operational greenhouse gas emissions at or below 2017 financial year
levels while we continue to grow our business.
 We launched our new social value framework and scorecard that outlines our 2030 goals, metrics and milestones.
Operational excellence: Record sales at Western Australia Iron Ore (WAIO) and record free cash flow generation
 Reliable operational performance at WAIO, with record sales (on a 100% basis) for the third consecutive year and
the South Flank Project ramp up ahead of schedule.
 Escondida achieved record material mined and near-record concentrator throughput.
 Profit from operations of US$34.1 billion, up 34% from the prior year, and record Underlying EBITDAii of
US$40.6 billion at a record marginii of 65% for continuing operations.
 Attributable profit of US$30.9 billion and record Underlying attributable profitii of US$23.8 billion, up 39% from the
prior year for total operations.
 Net operating cash flow of US$29.3 billion and record free cash flowii of US$24.3 billion for continuing operations,
reflects higher coal and copper prices and disciplined cost control.
 We paid US$17.3 billion in tax, royalty and other payments to governments in the 2022 financial year.
iii
Disciplined capital allocation: Production shafts at Jansen complete and Jansen Stage 1 progressing to plan
 Capital and exploration expenditure of US$6.1 billion for continuing operations. Capital and exploration expenditure
is expected to be approximately US$7.6 billion and US$9.0 billion for the 2023 and 2024 financial years.
 The Jansen Stage 1 project is tracking to plan and we are working to bring forward first production into 2026, while
also assessing options to accelerate Jansen Stage 2.
 At WAIO we have revised medium-term production guidance to greater than 300 Mtpa and we are assessing
330 Mtpa expansion alternatives.
 In exploration, we continue to advance copper targets in a number of countries as well as our nickel exploration
programs in Canada and Australia.
 Net debtii at US$0.3 billion, compared to US$4.1 billion at 30 June 2021.
Value and returns: Record US$36.0 billion of total announced returns to shareholders
 The Board has determined to pay a final dividend of US$1.75 per share or US$8.9 billion, which includes an additional
amount of US$0.60 per share (equivalent to US$3.0 billion) above the 50% minimum payout policy. Total cash
dividends announced of US$3.25 per share, equivalent to a 77% payout ratio.
 The merger of BHP’s Petroleum business with Woodside Energy was completed on 1 June 2022 and BHP paid a
fully franked in specie dividend of US$3.86 per share or US$19.6 billion.
 The divestment of BHP’s 80% interest in BMC was completed on 3 May 2022.
 The unification of BHP’s dual listed corporate structure was completed in January 2022.
 Underlying return on capital employedii strengthened to 48.7%.

BHP Chief Executive Officer, Mike Henry:
“BHP delivered strong operational performance and disciplined cost control to realise record underlying earnings of
US$40.6 billion and record free cash flow of US$24.3 billion. We have reduced debt and announced a final dividend of
US$1.75 per share, bringing total cash dividends announced for the full year to a record US$3.25 per share.
BHP’s total economic contribution including payments to employees, suppliers, communities, governments and
shareholders totalled US$78.1 billion. This includes US$17.3 billion paid to governments through taxes and royalties
and US$19.6 billion paid to shareholders after the merger of our Petroleum business with Woodside.
These strong results were due to safe and reliable operations, project delivery and capital discipline, which allowed us
to capture the value of strong commodity prices. BHP remains the lowest cost iron ore producer globally and we
delivered record annual sales from Western Australia Iron Ore.
I am most proud of our safety performance: BHP has now achieved three-and-a-half years without a fatality and the rate
of high-potential injuries has dropped by a third in the past 12 months. We continue to make progress in building
inclusive, diverse and high-performing teams and culture, and we remain unwavering in our focus on eliminating sexual
harassment, bullying and racism from BHP.
BHP enters the 2023 financial year in great shape strategically, operationally and financially, and well prepared to
manage an uncertain near-term environment. During the year, we unified BHP’s corporate structure, merged our
Petroleum business with Woodside, completed the sales of our interests in the BMC and Cerrejón energy coal assets,
and decided to retain and operate our New South Wales Energy Coal business until mine closure in 2030. We have
improved our platform for growth through the Jansen potash project, iron ore and copper.
We are pursuing options to deliver greater value for shareholders by growing the business and our exposure to futurefacing commodities. At Western Australia Iron Ore, the ramp-up of South Flank is ahead of schedule and we have
revised our medium-term production guidance to more than 300 Mtpa. In the 2023 financial year, we are assessing
expansion alternatives to take us toward 330 Mtpa of production.
In Canada, we completed the production shafts at our Jansen potash project and are working to bring forward first
production into 2026, as we assess options to accelerate Stage 2. At the same time, we continue to assess and add to
our options in copper and nickel.
We expect China to emerge as a source of stability for commodity demand in the year ahead, with policy support
progressively taking hold. At the same time, we expect to see a slowdown in advanced economies as monetary policy
tightens, as well as ongoing geopolitical uncertainty and inflationary pressures. The direct and indirect impacts of
Europe’s energy crisis are a particular point of concern. Tight labour markets will remain a challenge for global and local
supply chains. Waves of COVID-19 infection continue to occur in the communities where we operate, and we are
planning accordingly.”

And later;

Dividends
 On 1 June 2022, the merger of BHP’s Petroleum business with Woodside was completed. BHP paid a fully franked
in specie dividend and distributed Woodside shares to eligible BHP shareholders. The implied value of the in specie
dividend was US$19.6 billion or US$3.86 per BHP share.
 We will pay a final dividend of US$1.75 per share or US$8.9 billion, including an additional amount of US$3.0 billion
above the minimum payout policy. This is equivalent to a 76 per cent payout ratioii (2021: 92 per cent).

Downloadable via here; https://www.bhp.com/investors/financial ... al-reviews

Ian.