Bhp Group Ltd · ASX:BHP
Bhp — Merger or Acquisition (December 2021)
16 slides from Bhp's merger presentation, Dec 2, 2021
Slide 1: Unification of BHP's DLC structure
Unification of BHP’s DLC structure December 2021
Slide 2: 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 3: 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 structureBHP Group structure immediately after Unification Plc shareholders entitled to receive one Limited share for each Plc share they ownUnified BH
Slide 4: 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 SimplificationStrategic flexibility A natural extension of initiatives on our portfolio,Improves BHP’s flexibility to continue to reshape its makes BHP more efficientportfolio, such
Slide 5: 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 inPosition does not change LimitedBHP’s ability to fully frank dividends will remain unchanged Continue to be able to buy/sell BHP
Slide 6: 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 contributionSubstantial growth in BHP Group dividendsSignificant reduction in Unification costs8 (%, Underlying EBIT)(US$ billion)(U
Slide 7: BHP's strong fundamentals are unchanged
BHP’sstrong fundamentals areunchanged Our investment proposition will continue to grow shareholder value and sustainable returns Operational Disciplined excellence capital allocation Value and returns World classContinuousSuccessfulStrongEmbeddedPipeline ofSustainabilityIncreasingStrong assetsimprov
Slide 8: Appendix
Appendix
Slide 9: 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 10: 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 202231 January 2022 Indicative key datesPublication of the Shareholder Circular, Limited General Meeting Targe
Slide 11: 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 StructureProposed Structure Ltd ShareholdersPlc ShareholdersLtd & Plc Shareholders ~58%~42% combined sharescombined shares BHP Pl
Slide 12: 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 perPlc earnings contribution has fallen… share cash dividends t
Slide 13: 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 creditsUnification prior to BHP Petroleum merger wi
Slide 14: 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 FTSE1,2Indexes have a similar composition S&P/ASX2002 Energy and materials 19.2 x 18.3 x 17.2 x17.4 xFinancials 16.2 x 15.2 x14.6 x1
Slide 15: 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 andBHP shareholder composition (pre-Unification)1 removal from FTSE UK Index Series may result in incr
Slide 16: 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 or ex