Stay in touch with the latest news, stories and insights from BHP. My husband is 66.5 years of age and is about to apply for an age pension. The only action BHP shareholders may wish to consider is to avail themselves of the small shareholder sale facility. [15] CREST is the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the relevant system of which Euroclear is the operator. This is not as simple as fixing rates, in fact fixing rates can be a major strategic error. BHP Be prepared and put a strategy in place. [18] A Central Securities Depository Participant, being a participant as defined in section 1 of the Financial Markets Act 19, of 2012 (South Africa). Combined market Quote It must not be delivered to, or relied on by, any person apart from the shareholders of BHP in connection with proposed in specie dividend and participation in the Sale Facility. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. This did not impact BHP's half year financial report as the Petroleum Assets were assessed in aggregate for impairment testing purposes. You also need to be carefull that the CA does not affect the BHP cost base. BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHPs oil and gas portfolio with Woodside by an all-stock All investors should therefore consider the appropriateness of the advice, in light of their own objectives, financial situation and/or needs, before acting on the advice. While each BHP ADS represent two BHP shares, each Woodside ADS represents one Woodside Share. There will be no change to the cost base of your BHP shares. 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. [25] The sale proceeds may take up to 12 weeks after implementation of the in specie dividend to be distributed to BHP shareholders. Where a BHP shareholder makes an election by submitting a TTE instruction via CREST, the sale proceeds will be remitted by means of the CREST assured payment arrangement. Stay in touch with the latest news, stories and insights from BHP. The in-specie dividend treatment of the merger of BHPs petroleum assets with Woodside Along with Woodside equity, BHP shareholders will receive about $2.50 per share of franking attached to their Woodside stock. By reason of the foregoing, if you are in Malaysia, you may not distribute this document to anyone other than your own financial and legal advisors, nor may you make copies of this or any other document you receive, except to the extent necessary to consult with your financial and legal advisors who are advising you in connection with this potential investment (and only so long as such advisors agree to hold this information confidential and not use it for purposes other than advising you in connection herewith). Update on BHP Petroleum and Woodside merger and share distribution information. This includes the Computershare South Africa CSDP service. If for example you own 100 BHP shares, you will receive 18 Woodside shares. At this valuation, which is subject to change, the inspecie dividend would be US$4.62 with US$1.98 of franking credits being distributed per BHP share (US$10.0 billion of franking credits in total). G"is_=j7q}c`J~'^=l'l(`?dy_m(+^govx_Dcvc_~~?cP%rF? Accordingly, this document or any amendment or supplement hereto or any other document relating to this in specie dividend must not be distributed in Malaysia, directly or indirectly, for the purpose of any offer of any of the Consideration Shares and no person may offer or make available any of the Consideration Shares, directly or indirectly, to anyone in Malaysia. This announcement does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland. Financial results and Operational Reviews, Operational (Scope 1 and 2) decarbonisation, Value chain (Scope 3) greenhouse gas emissions, Carbon offsets and natural climate solutions, Our Global Inclusion and Diversity Council. Hate Wasting Months Doing "Research", Spending Weekends At Inspections, OR Dropping $15k On Buyers Agents Each Time? Are there tax implications for BHP shareholders on receipt of Woodside shares. BHP has announced its intent to create a global top 10 independent energy company through an agreement to pursue a merger of BHPs petroleum business with Woodside. Woodside said it would issue new shares to BHP shareholders in exchange for the mining giants petroleum business. [22] BHP shareholders who become new BHP shareholders close to the cut-off date for submission of elections and who wish to participate in the Sale Facility, will need to ensure that their shareholding has settled on the BHP Australian principal share register before they submit a Sale Facility election and by no later than 5.00pm on 24 May 2022 (AEST). Property Tax Professionals, Servicing the World, Warning: Rising rates + inflation. Dr tillagas varierande mat med hgsta standard. Terms and conditions relating to the use and distribution of this information may apply. Germany: This announcement does not constitute a prospectus according to Regulation 2017/1129/EU of the European Parliament and of the Council ("EU Prospectus Regulation") and has been prepared on the basis that the transactions described in this announcement do not constitute a public offer within the meaning of the EU Prospectus Regulation. Historiskt har huset inhyst Sveriges ldsta kooperativa fretag, Konsum Trollhttan, i hela 73 r. Here's the published "tax outcomes" to US shareholders:: --------------------------------------------------------------------------------. Under US federal income tax laws, if you are a US Holder. Completion of the Merger is on track and is targeted for 1 June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders. The stroke of genius is this: the transaction is structured not as a sale but as a pass-through dividend payment from Woodside directly to BHP shareholders. I have a question regarding cash held in the fund. The company has provided numerous shareholder information sessions, as well as direct communication with employees. Woodside Energy Group Ltd (WDS) is listed on the Australian Securities Exchange (ASX), with secondary listings on the Woodside and BHP also plan to file other documents with the SEC regarding the proposed Merger and in specie dividend. I intend to follow Lloydys process. The sale facility is the facility organised by BHP pursuant to a Share Sale Facility Agreement under which a sale agent, J.P. Morgan Securities Australia Limited or one of its affiliates, will sell the Woodside Shares represented by (i) the aggregate of all fractions of a Woodside Share that are subject to the rounding treatment described above to ensure each BHP shareholder receives a whole number of Woodside Shares; (ii) the dividend entitlement of Ineligible Overseas Shareholders; and (iii) Eligible Small BHP shareholders who have validly elected to have the Woodside Shares to which they are otherwise entitled sold via the Sale Facility. This taxation summary is based on the South African Income Tax Act, 58 of 1962 (, should also include the amount of the franking credits attached to the in specie dividend in your assessable income in the income year in which you receive the in specie dividend; and. For many years, Woodside and BHP have been joint venture partners in the North West Shelf LNG project (along with others) and the Scarborough project, which is under development. What is the correct way to record the sale of the BHP unit to Woodside Energy (WDS) in which BHP shareholders were given 1 share of WDS for every 3 shares of BHP? Completion of the Merger is on track and is targeted for 1 June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders. BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders. No. Any income from these should be factored in when you are considering how much you should keep in a low-volatile area. The BHP ADS Depositary is expected to recommence permitting cancellations and withdrawals of BHP ADSs from 5:00pm Friday, 3 June 2022 (EDT), following payment of the in specie dividend. BHP Group Limited. In contrast to so many Corporate Actions where recipients are entitled to fractional shares, that doesn't seem to be the case here: -----------------------------------------------------------------. Members of a couple may transfer money to super, or to each other, without facing any deprivation rules. Woodside has acquired the entire share capital of BHP Petroleum International Pty Ltd hold their BHP shares (and will hold their Woodside Shares) on capital account. 08 April 2022. If you are in any doubt in relation to this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser, or other professional adviser immediately. Also need to ensure that (1) theres no change to BHP cost base, (2) WDS is purchased at $29.76/share. Important information in certain jurisdictions. The broker market analysts are positive on the merger, and this has been one of the reasons why Woodsides share price has risen strongly since it was announced .While the share price rise has been mainly driven by a higher oil price, the merger improves Woodsides asset base and has the potential to improve cash flow and deliver operating synergies. This may vary depending on the BHP register as at the Record Date and could also be lower where South African BHP shareholders validly elect to receive the Woodside Shares to which they are entitled. I retired in June 2021 and have a self-managed super fund (SMSF), with investments in shares and cash. BHP dividend statements and Woodside holding statements are expected to be despatched to eligible BHP shareholders in mid-June 2022. Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. Nothing in this document constitutes investment, legal, accounting, or tax advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances or otherwise constitutes a personal recommendation to you. However, the trustee or nominee may not accept instructions from an underlying beneficiary to make an election unless it is in respect of all parcels of BHP shares held by the trustee or nominee on behalf of that beneficiary, and the underlying beneficiary has confirmed to the trustee or nominee that its aggregated beneficial and legal holding of BHP shares is less than the Small Shareholder Threshold. BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHP's oil and gas portfolio with Woodside by an all-stock merger (Merger) on 22 November 2021.On completion of the Merger, the CHESS is the electronic transfer and settlement system for securities quoted on the ASX under which transfers are effected in electronic form. Furthermore, this summary does not address all US federal income tax considerations that may be relevant to certain categories of US Holders that may be subject to special treatment under the US federal income tax laws, will not be treated as a Passive Foreign Investment Company (, the determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make such a determination, the United States Internal Revenue Service (. [11] This is also the last date on which BHP shareholders can reposition securities between the Australian principal share register, BHP DI register and BHP South African branch share register. Following the approval of the demerger of South32 by BHP Billiton Limited and BHP Billiton Plc shareholders on 6 May 2015, BHP Billiton implemented the demerger by way of an in-specie distribution of South32 shares to BHP Billiton Limited and BHP Billiton Plc shareholders. Neither BHP nor Woodside is an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. All prices and analysis at 2 May 2022. Our shareholders will now have exposure to assets in two organisations, BHP and Woodside, each with a very clear focus, strategy and value proposition. This Sale Facility is described in further detail below. On 22 November 2021, BHP and Woodside announced they had entered into a binding share sale agreement under which Woodside would acquire the entire share capital of BHP nabtrade will be unavailable between 00:00 and 12:15 on Sunday 27 of November for scheduled maintenance. The review of this document and any related communication does not fall under the SCA's remit or jurisdiction. 286 531). The current CA process may not be able to do all the above. A CSN Facility is the corporate sponsored nominee facility arranged by the relevant company with Computershare Investor Services PLC to hold DIs in the company for and on behalf of participants in, and on terms and conditions that govern, the facility. BHPs main oil and gas assets are deep water oil wells in the Gulf of Mexico, the Bass Straight oil field (which is a 50/50 venture with Esso), and its joint venture interests in the North West Shelf. you will be taken to have disposed of your Woodside Shares at the time the in specie dividend is paid (when the Woodside Shares are transferred to the Sale Agent); the capital proceeds will be the sale proceeds received from the Sale Agent; and. Uteservering 350 platser samt barhng. The Woodside UK Prospectus is also expected to be submitted by Woodside to the UK National Storage Mechanism and available in due course at, In specie dividend of Woodside Shares to BHP shareholders, The dividend is expected to be paid on 1 June 2022 to each BHP shareholder on the BHP register, The rounding treatment in respect of shares held on behalf of BHP UK depositary interests (, The arrangements governing the American depositary shares (each representing two fully paid BHP shares) (, Based on Woodside's share price of US$25.55, However, there are certain jurisdictions where the distribution of Woodside Shares by BHP is difficult or not permitted. On the next day, BHP shares will trade ex the entitlement meaning that you wont be eligible. BHP Group ( BHP) and Woodside Petroleum Ltd ( Woodside) entered into a share sale agreement ( SSA) for the merger of BHPs oil and gas portfolio Sustainability is integral to how we contribute to social value creation. No offer of securities of Woodside to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of section 1348 of the Companies Act 2014 of Ireland) in general, or in particular pursuant to the EU Prospectus Regulation. 08 April 2022. This information is provided by RNS, the news service of the London Stock Exchange. a trust (A) the administration of which is subject to the primary supervision of a US court and which has one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has made a valid election under applicable US Treasury regulations to be treated as a United States person. Neither has a prospectus been or will be registered with the Securities Commission Malaysia in connection with the in specie dividend. US INVESTORS AND US HOLDERS OF WOODSIDE AND BHP SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER AND IN SPECIE DIVIDEND (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WOODSIDE, BHP, THE PROPOSED MERGER AND IN SPECIE DIVIDEND. [1] The Woodside disclosure documents described in this announcement have been issued by, and are the responsibility of, Woodside other than to the extent that another party has positively and expressly accepted responsibility for information in such documents. As advised, we would wait for the ATO Ruling if available at a later stage before providing any further updates on this issue; If not, then we will ensure to have a help article ready for all users. inclusion of intercompany and cash balances that were excluded from the BHP Petroleum net assets disclosed as 'held for sale' in BHP's half year financial report; additional depreciation expense of approximately US$150 million, as depreciation has not been recognised by the BHP Group from the point in time that BHP Petroleum was classified as 'held for sale' following the signing of the SSA in November 2021; and. A share sale facility will be in place for eligible small BHP shareholders who elect to participate, and for shareholders who are ineligible to receive Woodside Shares. I just checked what my broker listed as the basis for the new shares. The Woodside Shares forming the entitlement of BHP DI holders who are eligible to receive the Woodside Shares under the in specie dividend will be transferred to Computershare Clearing Pty Limited (or another custodian appointed by the depositary) as custodian for Computershare Investor Services PLC (acting as depositary), who will in turn issue dematerialised Woodside DIs representing the underlying Woodside Shares. [27] For example, this would include those BHP shareholders that have purchased their BHP shares on the JSE and not changed the manner in which they hold their BHP shares. Woodside will make a cash payment to BHP of approximately US$830 million in relation to cash dividends paid by Woodside between the Merger effective date of 1 July 2021 and completion. These include the fact that tax would be payable on any personal income derived from the in-specie dividend, as would be the case with a cash dividend payment. The implied value of BHP Petroleum is based on BHP shareholders' share of the enlarged Woodside market capitalisation. For most shareholders, there will be rounding down of up to $29.76. The forward-looking statements are subject to risk factors, including those associated with the oil and gas industry as well as those in connection with the Merger. Mark Taylor: No offer of securities of Woodside to the public is made, or will be made, that requires the publication of a prospectus pursuant to the EU Prospectus Regulation. The release explains that eligible BHP shareholders will receive one newly issued Woodside share for every 5.534 BHP shares they hold at the close of play on Thursday 26 May 2022. The distribution ratio is 1 Woodside share for every 5.534 BHP shares owned. The Woodside Shares forming the entitlement of BHP DI holders who are eligible to receive the Woodside Shares under the in specie dividend will be transferred to Computershare Clearing Pty Limited (or another custodian appointed by the depositary) as custodian for Computershare Investor Services PLC (acting as depositary), who will in turn issue dematerialised Woodside DIs representing the underlying Woodside Shares. Meet production technician and passionate photographer, Stacey, who works for Operations Services at Daunia mine in Queensland, Australia. Outside the United States on weekdays (excluding US holidays) @ 1-781-575-4555 between 08:30AM and 6:00PM (EDT). BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders. Short-term and long-term executive incentive plans, under which employees are granted rights to BHP shares, subject to meeting defined performance and/or service conditions; and. I am 62 and work part-time. Vi strvar stndigt mot att bli bttre. No. The Corporate Action does nothing to address the In Specie div. Woodside has also released the Independent Experts Report prepared for Woodside shareholders, which has concluded that the Merger is in the best interests of Woodside shareholders, in the absence of a superior proposal. However, the trustee or nominee may not accept instructions from an underlying beneficiary to make an election unless it is in respect of all parcels of BHP shares held by the trustee or nominee on behalf of that beneficiary, and the underlying beneficiary has confirmed to the trustee or nominee that its aggregated beneficial and legal holding of BHP shares is less than the Small Shareholder Threshold. These are the only market participants who can liaise directly with the STRATE Nominee which allows for electronic settlement of BHP shares on the JSE. Rather than keep the Woodside shares, BHP has decided to distribute them to its shareholders. above. Generally, the market sees that the merger is a win for Woodside and while not a loss for BHP, its motive is around ease of exit rather than gaining a financial advantage. Neither BHP nor Woodside is an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. Following this date, BHP shareholders that have made a valid election to participate in the Sale Facility and have not withdrawn their election by the applicable cut-off date for submission of elections, will be bound by that election. Woodside has acquired the entire share capital of BHP Petroleum International Pty Ltd (BHPP) and issued 914,768,948 new Woodside shares to BHP, 48% BHP . --------------------------------------------------. BHP has divested the entire division to Woodside in exchange for Woodside equity. Italy: By reading this announcement, you agree to be bound by the following limitations and qualifications: (i) this announcement is only intended to provide information on the distribution by BHP to its shareholders of shares of Woodside; (ii) this announcement is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law; (iii) this announcement should not be construed in any manner as a recommendation to any reader of this document; and (iv) this announcement is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017. BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders. These laws may change, possibly retroactively, and any change could affect the continuing validity of this discussion. They should not provide this info if a tax ruling is pending. I hope that Corporate Action gives the same result! BHP is entitled to approximately US$1.2 billion in relation to dividends paid by Woodside between the Merger effective date and completion. In the energy sector, some see better value in Santos (STO). [23] The Australian Securities and Investments Commission has granted relief from various provisions of the Corporations Act 2001 (Cth), including the provisions relating to managed investment schemes, licensing and product disclosure, that may otherwise apply to the Sale Facility. Som gst ska du kunna koppla av till nymalet kaffe i vrt rofyllda lge lngst med kanalen. RNS Number : 7719H. United Arab Emirates (UAE): This document is not a prospectus and not an offer of securities for sale or subscription in the UAE. This may vary depending on the BHP register as at the Record Date and could also be lower where South African BHP shareholders validly elect to receive the Woodside Shares to which they are entitled. Were working to restore it. Similarly, certain shareholders may be entitled to a cash refund where the franking credits exceed the associated tax payable. Because the distribution is being implemented via the payment of a dividend, the capital implications are minimal. We do this through our strategy to deliver long-term value and returns through the cycle. BHP shareholders who become new BHP shareholders closer to the cut-off date for submission of elections and who wish to nominate that they are an Eligible SA Shareholder, will need to ensure that their shareholding has settled on the BHP Australian principal share register before they submit such an election, and by no later than 5.00pm on Tuesday, 24 May 2022 (AEST); Eligible SA Shareholders from the BHP South African branch share register who receive Woodside Shares on the Australian principal share register and who wish to trade these on the ASX in Australia after completion, should verify if their current broking arrangements are suitable, and if not engage a suitable Australian broker to trade on the ASX. You may recognise a capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that you realise and your tax basis, determined in US dollars in respect of the disposal of your Woodside Shares or Woodside ADSs. If your tax rate is higher than 30%, you will have to pay some tax, but at an effectively reduced rate. Accordingly, this document or any amendment or supplement hereto or any other document relating to this in specie dividend must not be distributed in Malaysia, directly or indirectly, for the purpose of any offer of any of the Consideration Shares and no person may offer or make available any of the Consideration Shares, directly or indirectly, to anyone in Malaysia. The franking credits can generally be used to offset any tax payable on the dividend. Choose your network to share this page with. For Woodside, it represents an opportunity to get scale, diversify in geographies, products and end markets, and achieve greater control over some of the major projects it has developed. BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. If you wish to use this facility, you must apply by Tuesday 24 May. 28. , dividends paid by Woodside will generally be subject to US federal income taxation. 20 May 2022. Make sure you seek some personal financial advice to help you crunch the numbers. Offer is not as simple as fixing rates, in fact fixing rates can a... Super fund ( SMSF ), with investments in shares and cash ratio is 1 share. Were assessed in aggregate for impairment testing purposes the use and distribution of this discussion in aggregate for impairment purposes! Sector, some see better value in Santos ( STO ) neither has prospectus. If you wish to use this facility, you bhp woodside merger tax implications apply by Tuesday may... Share of the small shareholder sale facility you crunch the numbers eligible BHP shareholders exchange... Ca does not affect the continuing validity of this information may apply has divested entire. Fund ( SMSF ), with investments in shares and cash the Corporate gives! 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