BHP Board of Directors has made a decision to unify BHP’s corporate structure under its existing Australian parent company, BHP Group Ltd. The board said unification is in the best interests of BHP shareholders. The corporate structure will be simpler and more efficient, reduces duplication and streamlines BHP’s governance and internal processes, according to the company.
A unified structure will also improve flexibility for portfolio reshaping to maximize shareholder value over the long-term, including facilitating a simpler separation of the petroleum business.
Unification is expected to complete by January 31, subject to approval by the shareholders of both BHP Group Ltd. and BHP Group Plc, receipt of remaining regulatory approvals and U.K. Court sanction of the scheme.
“BHP is in great shape and now is the right time to make strategic, transformative changes for the future,” BHP Chair Ken MacKenzie said. “Unification will create one parent company, one share register and one share price globally.”
BHP CEO Mike Henry said this will make the company more agile, with flexibility to shape the portfolio to “deliver value through producing the commodities needed for continued economic growth, improved living standards, electrification and decarbonization.”
The company retain listings in the U.K., U.S., South Africa and Australia, he added.
BHP currently operates under a dual-listed company (DLC) corporate structure, which was established at the time of the BHP and Billiton merger in 2001. The DLC structure comprises two parent companies, BHP Group Ltd. in Australia and BHP Group Plc (Plc) in the U.K, with separate stock exchange listings and separate share registers. The two groups operate as a unified economic entity with a common board and management, and shares in both carry equivalent voting and economic rights.
BHP announced its intention to unify its corporate structure on August 17.
To effect unification, plc shareholders’ shares will be exchanged for limited shares on a one-for-one basis, resulting in limited becoming the sole parent company of the BHP Group. There will be no change to the respective shareholdings of each limited shareholder nor to the proportionate interest of each shareholder in the unified BHP Group.
BHP will have its primary listing on the ASX, a standard listing on the London Stock Exchange (LSE), a secondary listing on the Johannesburg Stock Exchange (JSE), and a sponsored Level II American Depositary Receipt program on the New York Stock Exchange (NYSE).