TIDMBHP
RNS Number : 1725V
BHP Group Limited
07 August 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NEWS RELEASE
Release Time IMMEDIATE
Date 8 August 2022
Release Number 25/22
BHP ANNOUNCES NON-BINDING INDICATIVE PROPOSAL
TO ACQUIRE OZ MINERALS LIMITED
BHP has submitted a non-binding indicative proposal to the Board
of OZL on 5 August 2022 to acquire 100% of the issued share capital
in OZL by way of a scheme of arrangement (the Proposal).
BHP's Proposal to acquire all of OZL's shares for cash
consideration of A$25.00 per share [1] , represents a compelling
value proposition for OZL shareholders. The consideration
represents an attractive premium of:
-- 32.1% to OZL's closing price of A $18.92 per share on 5 August 2022; and
-- 41.4% to OZL's 30-day VWAP of A $17.67 per share up to and including 5 August 2022.
BHP's Proposal represents a significant premium to the market
value of OZL at the time the Proposal was submitted, at a price
that was materially above the average broker price targets. The
cash offer would deliver immediate value to OZL shareholders and
de-risk any value which may (or may not) eventually be reflected in
OZL's share price.
BHP's Proposal is subject to certain conditions including
completion of confirmatory due diligence to the satisfaction of
BHP, entry into a scheme implementation agreement and a unanimous
recommendation from the OZL Board that OZL shareholders vote in
favour of the Proposal in the absence of a superior proposal.
BHP CEO Mike Henry said:
"Our proposal represents compelling value and certainty for OZ
Minerals shareholders in the face of a deteriorating external
environment and increased OZL operational and growth related
funding challenges.
"We are disappointed that the Board of OZL has indicated that it
is not willing to entertain our compelling offer or provide us with
access to due diligence in relation to our proposal."
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: +61 407 033 909
Mobile: +61 411 071 715
Europe, Middle East and Africa
Neil Burrows Europe, Middle East and Africa
Tel: +44 20 7802 7484
Mobile: +44 7786 661 683 James Bell
Americas Tel: +44 2078 027 144
Mobile: +44 7961 636 432
Renata Fernandaz
Mobile: +56 9 8229 5357 Americas
Sabrina Goulart
Mobile: +1 832 781 6698
BHP Group Limited ABN 49 004
028 077
LEI WZE1WSENV6JSZFK0JC28
Registered in Australia
Registered Office: Level 18,
171 Collins Street
Melbourne Victoria 3000 Australia
Tel +61 1300 55 4757 Fax +61
3 9609 3015
BHP Group is headquartered in Australia
Follow us on social media
Disclaimer and important notice
Forward - looking statements
This announcement may contain forward-looking statements,
including statements regarding the Proposal and related
transactions, such as the expected timing and benefits . Words such
as 'anticipate', 'believe', 'aim', 'estimate', 'expect', 'intend',
'may', 'target', 'plan', 'forecast', 'project', 'schedule', 'will',
'should', 'seek' and other similar words or expressions identify
forward-looking statements. Forward-looking statements are based on
assumptions and contingencies that are subject to change without
notice and involve known and unknown risks , uncertainties and
other factors , including those associated with the industries in
which BHP and OZL operate. Many of these risks are beyond the
control of BHP and its related bodies corporate and affiliates, and
each of their respective directors, officers, employees, partners,
consultants, contractors, agents, advisers and representatives. It
is believed that the expectations reflected in forward-looking
statements are reasonable, but they may be affected by a range of
variables which could cause results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by those
forward-looking statements or any projections or assumptions on
which those statements are based.
Factors that could cause actual results or performance to differ
materially from those expressed or implied in the forward-looking
statements include, but are not limited to: price fluctuations,
actual demand, currency fluctuations, geotechnical factors,
drilling and production results, development progress, operating
results, engineering estimates, reserve estimates, loss of market,
industry competition, environmental risks, physical risks,
legislative, fiscal and regulatory developments, economic and
financial markets, conditions in various countries, approvals and
cost estimates. Except as required by applicable regulations or
law, BHP assumes no obligation, and does not undertake, to update
any forward-looking statements or information regularly in part or
whole.
Investors are strongly cautioned not to place undue reliance on
forward-looking statements, particularly in light of the current
economic climate . Forward-looking statements are provided as a
general guide only and should not be relied on as an indication or
guarantee of future performance. These statements may assume the
success of the Proposal, OZL's operations or BHP's business
strategies, the success of which may not be realised within the
period for which the forward-looking statements may have been
prepared, or at all. 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 announcement. To the maximum extent permitted by law, none
of BHP, its directors, employees, agents or advisers, nor any other
person accepts any liability for any loss arising from the use of
this announcement or its contents or otherwise arising in
connection with it.
Limitation of information in relation to OZL
All information in this announcement in relation to OZL has been
sourced from publicly available information in respect of OZL. BHP
has conducted public due diligence in relation to the Proposal, but
has not independently verified such information and, to the maximum
extent permitted by law, makes no representation or warranty,
expressed or implied, as to the fairness, accuracy, correctness,
completeness or adequacy of any information relating to OZL.
Receipt of additional or updated information may change any
forward-looking statements concerning OZL in this announcement. OZL
may have a different interpretation of the underlying data and
release other information to the market.
No offer or solicitation
This communication relates to the Proposal between BHP and OZL.
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy any securities or a solicitation of any vote or approval with
respect to the Proposal or otherwise, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
The person responsible for arranging the release of this
announcement on behalf of BHP is Stefanie Wilkinson, Group Company
Secretary.
[1] The cash consideration will be reduced by the value of any
dividends or return of capital paid by OZL before the date of the
implementation of the Proposal, other than the first A$0.08 per
share of interim dividend for the 6 months ended 30 June 2022 which
(if declared) OZL shareholders will be entitled to be paid without
any adjustment to the cash offer price.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQSSSEEWEESEDA
(END) Dow Jones Newswires
August 08, 2022 02:00 ET (06:00 GMT)
Grafico Azioni Bhp (LSE:BHP)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Bhp (LSE:BHP)
Storico
Da Apr 2023 a Apr 2024
