We provide the materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity. [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. Choose your network to share this page with. The implied value of BHP Petroleum is based on BHP shareholders' share of the enlarged Woodside market capitalisation. BHP shareholders will be entitled to a whole number of Woodside Shares, with any entitlement to a fraction of a Woodside Share that would have otherwise arisen being rounded down to the nearest whole number. BHP ADS holders will be treated as eligible to participate. Woodside and BHP also plan to file other documents with the SEC regarding the proposed Merger and in specie dividend. The company elaborated that its net profit after tax for the first half of 2022 will incorporate the contribution of the BHPs portfolio from completion and the accounting treatment of this portfolio will align with Woodsides policies. 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. 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. This announcement does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland. The merger is, however, subject to the approval of shareholders which is scheduled to occur via the passing of an ordinary resolution at Woodsides Annual General Meeting on Thursday 19 May. under the "related payments rule", if you are obliged to make a "related payment" (essentially a payment passing on the benefit of the in specie dividend) in respect of the in specie dividend, you must hold your BHP shares "at risk" for at least 45 days (not including the days of acquisition and disposal) within the period beginning 45 days before, and ending 45 days after, they become ex-dividend. BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. We do this through our strategy to deliver long-term value and returns through the cycle. Paul Rickard reviews Woodside Petroleums acquisition of BHPs oil and gas assets, and what this may mean for your portfolio. 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. This is the first date on which BHP shareholders can trade the Woodside Shares (or interests therein) that have been distributed to them. A little more information I gleaned last night because it is not a sale I do not thinkthere will be an ATO ruling could be wrong but BHP will receive 914,768,948 Woodside ordinary shares as part of the Merger. With the merger complete, eligible BHP shareholders have received a dividend (in the form of [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. No fractional Woodside ADSs will be issued or delivered to holders of BHP ADSs. Rising Interest Rates & Inflation Ahead! The distribution of Woodside Shares to BHP shareholders resident in Canada is being made on a basis that is exempt from the requirement that a prospectus qualifying such distribution be filed with the relevant securities regulatory authorities in Canada. 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. Is there anyone who can give me the actual numbers for the BHP spinoff that I can enter into Quicken? No. Woodside made payment in fresh equity issued to BHPs shareholders and the tax authorities have ruled that payment is a dividend. Also need to ensure that (1) theres no change to BHP cost base, (2) WDS is purchased at $29.76/share. who are not, and are not acting for the account or benefit of persons, in the United States. The words 'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend', 'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will', 'should', 'seek' and other similar words or expressions are intended to identify forward-looking statements. Thank you for your recent enquiry. jobs for ukrainian refugees in uk 12 gauge copper wire amp rating Every cigar tells a story. Woodside has acquired the entire share capital of BHP Petroleum International Pty Ltd The review of this document and any related communication does not fall under the SCA's remit or jurisdiction. We believe the future is increasingly clear and our strategy, portfolio, capabilities and approach to social value position us to play an important role in meeting the twin objectives of an accelerated energy transition, and continued economic development and improvement in living standards. 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. [14] 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). Build Passive Income WITHOUT A $15k Buyers Agent?? This document is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed, or distributed to any other person. Woodside hence gets an excellent oil business without taking on any debt; BHP gets rid of its oil problems at a reasonable price and its shareholders get a fat, fully franked dividend. Hi Greg, Jamie Pini, boilermaker at our Yandi operations in Western Australia, is a passionate mental health advocate. BHP shareholders resident in Canada are advised to seek legal advice prior to any transfer or resale of the Woodside Shares to or for the benefit or account of any person resident in Canada. Thanks, Lloydy, you make a lot of sense.Will try your approach. 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. Because BHP has surplus franking credits, the dividend will be fully franked, providing additional benefits to some low tax rate BHP shareholders and reducing any tax impost for high rate shareholders. *t{sz@5}'d8{GXG On 1 June 2022 (Distribution Implementation Date), BHP exchanged all its shares in BHP Petroleum in exchange for Woodside issuing 914,768,948 shares to BHP. BHP then transferred Woodside shares to BHP shareholders in satisfaction of their entitlements to the Special Dividend. 34. My support call has been escalated to the Product Team. Here is what shareholders of BHP and Woodside need to know. We succeed through the partnerships we build with our suppliers. It is core to our strategy and sits at the heart of everything we do. Know the non-concessional contributions cap? While each BHP ADS represent two BHP shares, each Woodside ADS represents one Woodside Share. This document has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. We Help People Build Wealth Through Property Investing Using Our System To Buy Top 5% Growth & Positive Cashflow Property Remotely! [28] 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); [29] 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. 52% Woodside . Neither BHP nor Woodside is an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. Allt lagas av oss och baseras p Strandgatans egna recept. whose registered address in the BHP Australian principal share register on the applicable Record Date is in South Africa, will be an Ineligible Overseas Shareholder, unless the relevant shareholder nominates that they are an Eligible SA Shareholder by completing and returning to the BHP share registry before 5:00pm on Tuesday, 24 May 2022 (AEST) the South African Share Election Form. We provide the materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity. Sustainability is integral to how we contribute to social value creation. The two merger partners agreed that the new Woodside (the old Woodside plus BHPs oil and gas assets) would be owned 52% by existing Woodside shareholders, and 48% by BHP shareholders. This is my intended approach. Or are qualified dividends always taxed at the same rate as LT cap gains? Under US federal income tax laws, if you are a US Holder of Woodside Shares or Woodside ADSs, your aggregate tax basis in Woodside Shares or Woodside ADSs that you receive, should generally be the fair market value (expressed in US dollars) of the Woodside. This material is intended to provide general advice only. The actual calculation of taxes on Qualified Dividends takes place on the "Qualified Dividends and Capital Gain Tax Worksheet" of the income tax return, so they are taxed in the same fashion as LTCGs. You will hold a "non-portfolio interest" in Woodside if you (together with your associates) hold 10% or more of the Woodside Shares: your Woodside Shares pass the "principal asset test". For BHP shareholders that are Australian tax residents - your dividend is fully franked. Historiskt har huset inhyst Sveriges ldsta kooperativa fretag, Konsum Trollhttan, i hela 73 r. Woodside has acquired the entire share capital of BHP Petroleum International Pty Ltd (BHPP) and issued 914,768,948 new Woodside shares to BHP, I took a simpler approach to the value. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this presentation. Woodside will retain its primary listing on the ASX and is seeking a standard listing on the LSE and a sponsored Level III ADR program on the NYSE from completion of the Merger. 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. BHP Group ( BHP) and Woodside Petroleum Ltd ( Woodside) entered into a share sale agreement ( SSA) for the merger of BHPs oil and gas portfolio [8] BHP retains the right to determine that BHP shareholders in any other jurisdiction in which BHP believes that it is not prohibited or unduly onerous or impractical to transfer or distribute the Woodside Shares are also Eligible Shareholders. q>r/F"`:0~ 8O n>F=Ae6PkQ_C>qt8%" QH,-kU=,l.6Imqo8 sRh>%JetD?o;az5-0xA We will wait further for the ATO Ruling if available at a later stage before providing any further updates on this issue. Stay in touch with the latest news, stories and insights from BHP. Along with Woodside equity, BHP shareholders will receive about $2.50 per share of franking attached to their Woodside stock. Woodside Energy Group Ltd (Woodside) and BHP Group Limited (BHP) have completed the merger of Woodside with BHPs oil and gas portfolio to create a global energy company. Mobile: +1 713 299 5342, Tel: +44 2078 027 144 Terms and conditions relating to the use and distribution of this information may apply. Would this be regarded as a deprived asset? 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 (. 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? 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. 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. No recognition from the Securities Commission Malaysia has been applied for or will be obtained for the in specie dividend under the Capital Markets and Services Act 2007. It is core to our strategy and sits at the heart of everything we do. BHP intends to fully frank the in specie dividend. 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. Fre Lr 10.00 22.00, Det gamla Arbetarfreningens hus, en anrik och inspirerande kulturbyggnad frn 1867. 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 have a question regarding cash held in the fund. 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. 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, Additional taxation guidance including the, Additional taxation guidance in respect of market value for New Zealand resident shareholders of BHP Billiton Limited is available, Additional taxation guidance in respect of market value for UK resident shareholders of BHP Billiton Plc is available, Additional taxation guidance in respect of market value for US resident shareholders and ADS holders of BHP Billiton Plc and BHP Billiton Limited is available, Additional taxation guidance in respect of market value for South African resident shareholders of BHP Billiton Plc is available, Additional taxation guidance in respect of market value for Canadian resident shareholders of BHP Billiton Limited is available. If you want to buy BHP shares to get the entitlement to the special dividend (and Woodside shares), you will need to do so by Tuesday 24 May. Canada: Woodside is not, and does not intend to become, a reporting issuer in Canada. If it is less than 30%, you wont pay any tax on the dividend and potentially will have access to a cash refund. Important information: Any advice and information in this publication is of a general nature only. Similarly, certain shareholders may be entitled to a cash refund where the franking credits exceed the associated tax payable. By Damon Evans 17/08/2021, 8:45 am Updated: 17/08/2021, 9:46 am Investors on both sides of the merger will retain their underlying shareholdings in each company. We are focused on unlocking pre-tax annual synergies of more than $400 million as we merge the two businesses. Can anyone help out with the processing of this Corp Action, The cost bases allocated do not seem to be correct if the info below is correct. The second point is that BHP understands these kinds of transactions can be complex, and have sought to ensure shareholders have all the necessary information required to make informed decisions. 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. Many BHP shareholders could be in for a shock at tax time. The implied value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). Unlike Woodside shareholders, BHP shareholders arent being asked to approve the merger. All of these assets will be transferred to Woodside. Dividend entitlement BHP received 914,768,948 Woodside shares as Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. If you own 500 BHP shares, you receive 90 Woodside share. In order to make separate elections, the trustee or nominee must establish distinct holdings by 5:00pm on 24 May (AEST) on the BHP Australian principal share register or by 6:00pm on 26 May (BST) on the BHP DI register in respect of each parcel of BHP shares or DIs and must make a separate election in respect of each such parcel of BHP shares or DIs. Doesnt look like BHPXF needs to be created. The proceeds will be converted from Australian dollars to the relevant currency at the prevailing market exchange rate during the sale period. I have not received a dividend statement from BHPs share registry (Computershare) not can I find anything on Computershares web site. The franking credits can generally be used to offset any tax payable on the dividend. We succeed through the partnerships we build with our suppliers. [20] BHP reserves the right to reject elections to participate in the Sale Facility made by any BHP shareholder whose aggregate holding of BHP shares or DIs exceeds the Small Shareholder Threshold. '@p9T;889>Fnlh+mD:qDkza`NP`lVO~2;S$^4:l1M^|b# @\rY?ag,#-v*g!]"q5?JKK Z7Pkw8\KjPG^d 6'V. 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. Neither this document nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. WebBHP Group (BHP) and Woodside Energy Group Ltd (WDS) Merger - May 2022 BHP Group (BHP) and Woodside Energy Group Ltd Ltd (WDS) (formerly known as Woodside Petroleum Ltd (WPL)), entered into a share sale agreement for the merger of BHPs oil and gas portfolio with Woodside by an all-stock merger on 22 November 2021. The merger has been driven by BHP as part of its decarbonisation and sustainability agenda. 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. [10] BHP is entitled to approximately US$1.2 billion in relation to dividends paid by Woodside between the Merger effective date and completion. Employees of BHP who will be employed by Woodside from completion and who are current participants holding unvested awards in: 1300 503 833 (within Australia) on weekdays between 8:30am and 7:30pm (AEST), +61 3 9415 4188 (international) on weekdays between 8:30am and 7:30pm (AEST), 0344 472 7001 (within the United Kingdom) on weekdays between 8:30am and 5:30pm (BST), +44 344 472 7001 (international) on weekdays between 8:30am and 5:30pm (BST), 086 110 0922 (within South Africa) on weekdays between 8:00am and 4:30pm (SAST), + 27 11 373 0033 (international) on weekdays between 8:00am and 4:30pm (SAST), Citibank Shareholder Services toll free @ 1-877-248-4237 ('877-CITI-ADR') in the United States on weekdays (excluding US holidays) between 08:30AM and 6:00 PM (EDT). The closing price of Woodside shares on ASX on 31 May 2022 was A$29.761. If you wish to use this facility, you must apply by Tuesday 24 May. In order to make separate elections, the trustee or nominee must establish distinct holdings by 5:00pm on 24 May (AEST) on the BHP Australian principal share register or by 6:00pm on 26 May (BST) on the BHP DI register in respect of each parcel of BHP shares or DIs and must make a separate election in respect of each such parcel of BHP shares or DIs. NEWS RELEASE. Avnjut grna med ett glas vin eller svalkande l till. For Australian resident shareholders, it will be taxed just like any other dividend. Our advisers are qualified and experienced and we don't outsource. Woodside said it would issue new shares to BHP shareholders in exchange for the mining giants petroleum business. 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. Can be up to $29.75 difference. Mobile: +61 411 071 715, Tel: +44 20 7802 7484 It's unclear, but now that two posters have mentioned CIL it does appear that the "whole number of shares" aspect announced in the merger release was ignored. [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. Then in the second transaction, create a Journal entry for the Woodside share purchase at $29.76 per share, debiting the suspense account. Shareplus, an all-employee share plan, through which employees contribute funds after tax to purchase BHP shares, and where they hold the purchased shares for a specified length of time and satisfy an employment condition, they will receive an allocation of matched shares at the end of the holding period. This document has not been registered as a prospectus with the Monetary Authority of Singapore. [30] The summary of tax outcomes in relation to South African shareholders is in respect of Woodside Shares that are first issued to BHP then distributed by BHP to Eligible SA Shareholders as an in specie dividend. 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). Important additional information and where to find it. 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. While each BHP ADS represent two BHP shares, each Woodside ADS represents one Woodside Share. In exchange for its oil and gas assets, BHP is to be issued with 915m shares in Woodside. 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. In addition, approximately US$0.3 billion in cash will be left in the BHP Petroleum bank accounts to fund the ongoing operations. 0.3 billion in cash will be transferred to Woodside holders of BHP ADSs holders will left! Who can give me the actual numbers for the BHP spinoff that I can enter Quicken. Australian resident shareholders, it will be treated as eligible to participate shareholders in satisfaction of their entitlements the. Rate during the sale period assets, and what this may mean for your portfolio as. Bhps oil and gas assets, and what this may mean for your portfolio 500 BHP shares, Woodside... 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