BHP has applied to the Commissioner of Taxation (, The US taxation summary is based upon the. [3] 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. 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. As we noted; a brilliant deal, cleverly structured. Step 1: Go to Transaction List and select Journal to record the Woodside shares and the In-Specie Dividends. 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). [7] 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. [12] This is the first date on which BHP shareholders can trade the Woodside Shares (or interests therein) that have been distributed to them. 0520-83717 If the relevant Selling Shareholder whereabouts are unknown as at the applicable Record Date, the proceeds will be held until claimed or applied under laws dealing with unclaimed money. Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. Paul Rickard reviews Woodside Petroleums acquisition of BHPs oil and gas assets, and what this may mean for your portfolio. Lets unpack that. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. woodside may be required to withhold tax (currently at the rate of 47%) on payments of dividends that are not fully franked and remit the amounts withheld to the This information was produced by Switzer Financial Group Pty Ltd (ABN 24 112 294 649), which is an Australian Financial Services Licensee (Licence No. Would this be regarded as a deprived asset? Release Time IMMEDIATE Date 8 April 2022 Release Number 11/22 To treat BHP employees fairly and restore the value of the unvested equity awards to their pre-completion value, BHP will grant those employees with additional BHP equity awards on the same substantive terms as the original unvested incentive awards or matching entitlements. Based on Woodside's share price of US$25.55 at 6 April 2022, the implied value of BHP Petroleum is US$23.4 billion. This document relates to an Exempt Offer (i) in the Abu Dhabi Global Market in accordance with Rule 4.3.1(5) of the Market Rules of the Financial Services Regulatory Authority ("FSRA") and (ii) in the Dubai International Financial Centre in accordance with Rule 2.3.1(e) of the Markets Rules of the Dubai Financial Services Authority ("DFSA"). 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. BHP DI holders will receive their entitlement in the form of Woodside DIs in the same ratio as BHP shareholders receive Woodside Shares on the Record Date (subject to the rounding treatment described above). It is the merger of Woodside Petroleum (WPL) with the oil and gas assets of BHP to create a global top 10 independent energy company by production. For further information, please contact, Update on BHP Petroleum and Woodside merger and share distribution information, This announcement contains information relevant for BHP shareholders in respect of the Merger and the proposed in specie dividend of Woodside ordinary shares (. [13] CHESS is the electronic transfer and settlement system for securities quoted on the ASX under which transfers are effected in electronic form. Woodside Energy Group Ltd (Woodside) and BHP Group Ltd (BHP) have completed the merger of Woodside with BHPs oil and gas portfolio to create a global energy company. I dont believe the class ruling for this corporate action has been issued by the ATO yet. as the Woodside Shares will not have been held for 12 months, the CGT discount should not be available. Because the distribution is being implemented via the payment of a dividend, the capital implications are minimal. What are the tax outcomes of the in specie dividend? BHP will receive 914,768,948 Woodside ordinary shares as part of the Merger. Woodside has also released the Independent Expert's 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. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. Any participant in BHP employee share plans on the Record Date who are entitled to the distribution but whose addresses are shown in the employee share trust's or nominee's register on the Record Date as being in a jurisdiction outside of the jurisdictions described above will also be Ineligible Overseas Shareholders. I took a simpler approach to the value. Important information: Any advice and information in this publication is of a general nature only. South African shareholders should refer to the section on "What happens to South African resident BHP shareholders?". 28. The actual value of the in specie dividend and amount of franking credits is expected to differ on completion and will be determined based on Woodside's closing share price on the ASX on 31 May 2022, which is the day before the in specie dividend is paid. Woodside has acquired the entire share capital of BHP Petroleum International Pty Ltd [16] Further details regarding Woodside's proposed CSN Facility can be found in Part 19 of the Woodside UK Prospectus. The cost base for your new Woodside shares will be the market value of Woodside shares on 31 May, which on a per share basis, should be 5.534 times the BHP dividend. Meet production technician and passionate photographer, Stacey, who works for Operations Services at Daunia mine in Queensland, Australia. [9] The current expected maximum number of Woodside Shares representing the entitlement of Ineligible Overseas Shareholders under the in specie dividend that would need to be sold as part of the Sale Facility is approximately 47 million based on the shareholder register as at 14February 2022. 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 merger (Merger) on 22 November 2021. 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. [2] The BHP register comprises the BHP Australian principal share register (comprising both the issuer sponsored sub-register and CHESS sponsored sub-register), the BHP depositary interest register and the BHP South African branch share register (without double counting the shares held on the Australian principal share register on behalf of the BHP depositary interest holders or those on the South African branch share register). 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 is not listed on the Johannesburg Stock Exchange (, As a result, each BHP shareholder that is a South African resident or holds the BHP shares through BHP's South African branch share register will be treated as an Ineligible Overseas Shareholder, unless the South African shareholder has confirmed to BHP that they have satisfied themselves that they are permitted to receive Woodside Shares or Woodside DIs (as applicable) without breaching any applicable laws or regulations (including, without limitation, the SA Exchange Control Rules) (, who are dematerialised holders of BHP shares registered on the South African branch share register. We are focused on unlocking pre-tax annual synergies of more than $400 million as we merge the two businesses. Hi Greg, {: di_ There will be no impact to the existing tax cost base of BHP shares for Australian shareholders as a result of the merger. and. The BHP ADS Depositary is expected to recommence permitting cancellations and withdrawals of BHP ADSs from 5:00pm Friday, 3 June 2022 (EDT), following payment of the in specie dividend. Canada: Woodside is not, and does not intend to become, a reporting issuer in Canada. iDP>=[_4P\"g\q|;Na*g8$R[xw'`$Ns5}@;U?Di#g ? Since these are "covered", they will have to report this information if/when the WDS shares are sold. This communication should not be construed in any manner as a recommendation to any reader of this document. This document has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. Neither BHP nor Woodside is an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. The net result will depend on your marginal tax rate. (Interesting reaction to the BHPXF query.) 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. Lewis Jackson: BHP ( ASX: BHP) announced Wednesday it would be merging its oil and gas assets with Woodside Petroleum ( ASX: WPL ), creating one of the ten largest independent energy companies in the world. BHP shareholders are expected to be entitled to one Woodside Share for every 5.5340 BHP shares they hold on the Record Date. 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. 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