Bhp Group Ltd · ASX:BHP
Bhp — Merger or Acquisition (December 2021)
18 slides from Bhp's merger presentation, Dec 3, 2021
Slide 1: Unification of BHP's Dual Listed Company (DLC) structure
NEWS RELEASE Release Time IMMEDIATE Date 2 December 2021 Release Number 32/21 Unification of BHP’s Dual Listed Company (DLC) structure A video presentation by BHP CEO, Mike Henry, on the rationale and benefits of unification is available on BHP’s website at: https://www.bhp.com/investors/presentatio
Slide 2: Authorised for lodgement by
Authorised for lodgement by: Stefanie Wilkinson Group Company Secretary Media Relations Investor Relations Email: media.relations@bhp.com Email: investor.relations@bhp.com Australia and Asia Australia and Asia Gabrielle Notley Dinesh Bishop Tel: +61 3 9609 3830 Mobile: +61 411 071 715 Mobile: + 61 4
Slide 3: Unification of BHP's DLC structure
Unification of BHP’s DLC structure December 2021
Slide 4: Disclaimer
Disclaimer The information in this presentation is current as at 2 December 2021. It is in summary form and is not necessarily complete. Further information regarding unification (including a detailed timetable and more information on the advantages, disadvantages and risks associated with unificati
Slide 5: Unification is in best interests of BHP shareholders
Unification is in best interests of BHP shareholders The Board unanimously recommends shareholders vote in favour Unification of Dual Listed Company structure BHP Group structure immediately after Unification • Plc shareholders entitled to receive one Limited share for each Plc share they own Unifie
Slide 6: Setting up BHP for the future
Setting up BHP for the future Unification will create a more simple, more agile BHP with greater strategic flexibility Simplification Strategic flexibility A natural extension of initiatives on our portfolio, Improves BHP’s flexibility to continue to reshape its makes BHP more efficient portfolio, s
Slide 7: Shareholders can continue to invest on existing exchanges
Shareholders can continue to invest on existing exchanges No change to dividend policy, dividend currency or commitment to retail shareholder engagement Retail investors in ✓ Position does not change Limited ✓ BHP’s ability to fully frank dividends will remain unchanged ✓ Continue to be able to buy/
Slide 8: Right time to unify
Right time to unify Payments from Limited to Plc to fund dividends have increased, consuming franking credits. Unification costs have fallen. Reduction in Plc earnings contribution Substantial growth in BHP Group dividends Significant reduction in Unification costs8 (%, Underlying EBIT) (US$ billion
Slide 9: BHP's strong fundamentals are unchanged
BHP’s strong fundamentals are unchanged Our investment proposition will continue to grow shareholder value and sustainable returns Operational Disciplined Value and returns excellence capital allocation World class Continuous Successful Strong Embedded Pipeline of Sustainability Increasing Strong as
Slide 10: Appendix
BHP Appendix
Slide 11: Footnotes
Footnotes 1. Slide 3: Includes pre-Unification holders of Plc ADSs and Limited ADSs, representing shares of Plc and Limited respectively. 2. Slide 4: Shareholders will continue to have dividends paid in the currency they have elected prior to Unification. 3. Slide 4: There are not expected to be any
Slide 12: Unification overview, timeline and approvals
Unification overview, timeline and approvals Prospectus and Shareholder Circular published in December ahead of shareholder votes in January On or around 8 December 2021 (UK time) 20 January 2022 31 January 2022 Indicative key dates • Publication of the Shareholder Circular, • Limited General Meetin
Slide 13: Unification impact on corporate structure
Unification impact on corporate structure Unification will be implemented by way of UK scheme of arrangement, whereby BHP Group Limited will acquire BHP Group Plc Current Structure Proposed Structure Ltd Shareholders Plc Shareholders Ltd & Plc Shareholders ~58% ~42% combined shares combined shares B
Slide 14: Unification will eliminate DLC dividend arrangements
Unification will eliminate DLC dividend arrangements Limited is currently funding the majority of Plc dividends given recent portfolio changes and growth in dividends • Under the DLC Structure, Limited and Plc are required to pay the same per Plc earnings contribution has fallen… share cash dividend
Slide 15: Unification will not change ability to fully frank dividends
Unification will not change ability to fully frank dividends Unification eliminates DLC Dividend arrangements, enables all dividends and franking credits to be paid directly to shareholders Franking credit (FC) balance and significant generation of credits Unification prior to BHP Petroleum merger w
Slide 16: A single global share price
A single global share price The ASX has historically traded on higher valuation multiples than the LSE ASX P/E multiples have consistently traded at a premium over the FTSE1,2 Indexes have a similar composition S&P/ASX2002 Energy and materials 19.2 x 18.3 x 17.2 x 17.4 x Financials 16.2 x 15.2 x 14.
Slide 17: Offsetting index flows
Offsetting index flows Increased weighting on the ASX will likely create demand for Limited shares mitigating the removal from other indices • The expected increase in BHP’s S&P/ASX indices weighting and BHP shareholder composition (pre-Unification)1 removal from FTSE UK Index Series may result in i
Slide 18: High standards of governance maintained
High standards of governance maintained BHP will remain committed to maintaining high standards of corporate governance • The BHP Board’s approach to corporate governance matters will be broadly consistent with the current approach • Post-Unification, while BHP will no longer be required to comply o