This represents the cash dividend that would have been received by holders of the Woodside Shares issued pursuant to the Merger had they been on issue on and from the effective date. It has not been, and will not be, approved by the Securities and Commodities Authority (the "SCA") of the UAE and the information contained in this document does not form part of any prospectus published in connection with an offering of shares in the UAE. 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. We succeed through the partnerships we build with our suppliers. This includes the Computershare South Africa CSDP service. Avnjut grna med ett glas vin eller svalkande l till. --------------------------------------------------. Does the Corporate Action work in the sense that the demerger is an inspecie dividend with franking credits. BHPs world class portfolio is weighted towards commodities which support economic growth and have decarbonisation upside and combined with our operational excellence will underpin attractive returns and long-term value growth., Trading of Woodside shares and depositary interests. Because not actual benefit has been received for this rounding amount, I assume we could simply reduce the in specie dividend to the value of the WDS shares received. The current CA process may not be able to do all the above. If a BHP shareholder holds one or more parcels of BHP shares or DIs as a trustee or nominee for, or otherwise on account of, another person, that BHP shareholder may make separate elections in accordance with the election process in respect of each of those parcels. Any general tax information provided in this publication is intended as a guide only and is based on our general understanding of taxation laws. A new window will open. This would enable you to maximise the amount you are salary sacrificing to super. Hi All. Members of a couple may transfer money to super, or to each other, without facing any deprivation rules. Would this be regarded as a deprived asset? Has anyone else received the statement? , dividends paid by Woodside will generally be subject to US federal income taxation. Step 2: Enter transaction details Enter Date as of 01/06/2022 hold their BHP shares (and will hold their Woodside Shares) on capital account. This is long term, so the tax rate is the same as a dividend. Mobile: +61 411 071 715, Tel: +44 20 7802 7484 This payment will be made to BHP shareholders participating in the Sale Facility by BHP (through BHP's share registry in Australia or the UK, or their CSDP, as applicable) making a deposit into the bank account recorded with the BHP share registry or CSDP into which their BHP dividends are paid. For shareholders on the South African branch share register, if you do not communicate to your CSDP that you are an Eligible SA Shareholder (as defined below), you will be assumed to be ineligible. If a bank account is not recorded, the shareholder will be sent a cheque for the proceeds of sale by BHP (or the BHP share registry). Paul was the founding Managing Director and CEO of CommSec, and was named Australian Stockbroker of the Year in 2005. 375 of 2017) (as amended) of Ireland, and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document. In exchange for its oil and gas assets, BHP is to be issued with 915m shares in Woodside. 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. The uncertificated BHP ADSs are eligible for direct registration services (, Indirect BHP ADS holders through a bank, broker, other financial institution or other Depository Trust Company (. Woodside's board unanimously recommended that the company's shareholders vote in favour of the merger. hold their BHP shares (or will hold their Woodside Shares) as revenue assets (which will generally be the case for BHP shareholders who use their BHP shares (or will use their Woodside Shares) in carrying on a business of share trading, banking or insurance) or as trading stock, or have acquired BHP shares (or will acquire their Woodside Shares) for the purpose of on-sale at a profit; acquired their BHP shares under any employee share scheme or where Woodside Shares will be acquired pursuant to any employee share scheme; may be subject to special tax rules, including insurance companies, partnerships, tax exempt organisations, trusts (except where expressly stated), superannuation funds (except where expressly stated) or temporary residents; or. CHESS is the electronic transfer and settlement system for securities quoted on the ASX under which transfers are effected in electronic form. 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). 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. Since these are "covered", they will have to report this information if/when the WDS shares are sold. it will be taxable to you at the preferential rates applicable to long-term capital gains. Investors on both sides of the merger will retain their underlying shareholdings in each company. Based on Woodsides share price of US$25.55 at 6 April 2022, the implied value of BHP Petroleum is US$23.4 billion. In connection with the proposed Merger and in specie dividend, Woodside intends to file with the US Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 (the "Registration Statement") to register the Woodside securities to be issued in connection with the proposed Merger and in specie dividend (including a prospectus therefor). The address registered in the BHP Australian principal share register and BHP DI register will be used for these purposes. 48% BHP . No. 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. You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly. I took a simpler approach to the value. [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). Accordingly, no part of the in specie dividend should be assessable to you in Australia nor subject to dividend withholding tax (, an exemption from income tax in the hands of BHP shareholders who constitute South African corporate shareholders on the basis that the BHP shares in respect of which the foreign dividend is paid are listed on the JSE; and. 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 No offer of securities of Woodside to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of section 1348 of the Companies Act 2014 of Ireland) in general, or in particular pursuant to the EU Prospectus Regulation. 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. What are the tax outcomes of the in specie dividend? Can I transfer some of that money into my superannuation account, using the three-year catch-up rule, and claim a tax deduction to bring our total assets under $901,500? Som gst ska du kunna koppla av till nymalet kaffe i vrt rofyllda lge lngst med kanalen. Our shareholders will now have exposure to assets in two organisations, BHP and Woodside, each with a very clear focus, strategy and value proposition. I suggest you keep the investment property with an interest-only mortgage, to maintain any tax benefits it may be giving you. Property is our speciality incl Trusts, Co and SMSF. Because the distribution is being implemented via the payment of a dividend, the capital implications are minimal. Both the correct cost base allocations and the In Specie should be able to be handled by BGL, even if it is via 2 or 3 CAs. No. At this valuation, which is subject to change, the in specie dividend would be US$4.62 with US$1.98 of franking credits being distributed per BHP share (US$10.0 billion of franking credits in total). The Corporate Action does nothing to address the In Specie div. The first is that everything BHP does is for shareholders, and the rationale for the deal is based on what is best for investors and for the company over the long term. Ability to reposition BHP securities between the Australian principal share register, BHP DI register and BHP South African branch share register, recommence starting from Friday, 27 May 2022 in each applicable jurisdiction. nabtrade will be unavailable between 00:00 and 12:15 on Sunday 27 of November for scheduled maintenance. 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. They should not provide this info if a tax ruling is pending. This discussion applies only to BHP shares, BHP ADSs, Woodside Shares and Woodside ADSs held as a "capital asset" for US federal income tax purposes (generally property held for investment). Are there tax implications for BHP shareholders on receipt of Woodside shares? Does the amount of cash held include dividends received in any given year, or are the dividends in addition to the cash amount? We will wait further for the ATO Ruling if available at a later stage before providing any further updates on this issue. To participate in the Sale Facility, Eligible Small Shareholders must make a valid election. wyf;RA]S1TG/l]d2hy]"^&m6BI}C/ Terms and conditions relating to the use and distribution of this information may apply. BHP ADS holders will receive a number of Woodside ADS that corresponds to the Woodside Shares received on the BHP Shares represented by BHP ADSs (subject to payment of taxes and applicable Woodside depositary and BHP depositary fees and expenses). We provide the materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity. Italy: By reading this announcement, you agree to be bound by the following limitations and qualifications: (i) this announcement is only intended to provide information on the distribution by BHP to its shareholders of shares of Woodside; (ii) this announcement is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law; (iii) this announcement should not be construed in any manner as a recommendation to any reader of this document; and (iv) this announcement is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017. Looks like a manual process. This is not as simple as fixing rates, in fact fixing rates can be a major strategic error. Approximately US$830 million of this amount will be paid in cash with the balance, which results from the take-up of Woodside's dividend reinvestment plan, factored into the 914.8 million of Woodside shares issued to BHP at completion. 20 May 2022. 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. BHP intends to fully frank the in specie dividend. Dividend entitlement BHP received 914,768,948 Woodside shares as In 2011, Paul teamed up with Peter Switzer and Maureen Jordan to launch the Switzer Report, a newsletter and website for share market investors. Choose your network to share this page with. 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. South African shareholders should refer to the section on "What happens to South African resident BHP shareholders?". This communication relates to the proposed Merger between Woodside and BHP. So it sounds to me like you record a cash dividend based on the FMV of the stock received, then turn around and immediately buy the same number of share received at that same FMV to eliminate the cash. 286 531). *t{sz@5}'d8{GXG Neither has a prospectus been or will be registered with the Securities Commission Malaysia in connection with the in specie dividend. Neither this document nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. Stay in touch with the latest news, stories and insights from BHP. If you are in any doubt in relation to this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser, or other professional adviser immediately. Any idea of where to go from here? Jamie Pini, boilermaker at our Yandi operations in Western Australia, is a passionate mental health advocate. This form can be requested by contacting the telephone numbers set out in the Shareholder Information Line section further below or by logging into www.investorcentre.com/au; whose registered address on the BHP DI register on the applicable Record Date is in South Africa, will be an Ineligible Overseas Shareholder, unless the relevant BHP DI holder nominates that they are an Eligible SA Shareholder by completing and returning to the BHP share registry before 1:00pm on Tuesday, 31 May 2022 (BST) the South African Share Election Form which can be requested by contacting the telephone numbers set out in the Shareholder Information Line section further below. 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 (. 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. 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. It is noted that Division 230 will generally not apply to the financial arrangements of individuals, unless an election has been made for those rules to apply. The last date on which holders of BHP ADSs will be permitted to surrender their BHP ADSs and withdraw the BHP shares that their surrendered BHP ADSs represent is expected to be Friday 20 May 2022 (EDT). Our advisers are qualified and experienced and we don't outsource. The forward-looking statements are subject to risk factors, including those associated with the oil and gas industry as well as those in connection with the Merger. Powered by Discourse, best viewed with JavaScript enabled. Combined market The franking credits can generally be used to offset any tax payable on the dividend. The distribution ratio is 1 Woodside share for every 5.534 BHP shares owned. The Sale Facility is only available to BHP DI holders who meet the Small Shareholder Threshold. [31] 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. 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. This relates to the Ruby project and reflects revisions to estimated reserves resulting from technical analysis of well drilling results and performance following project completion in December 2021. BHP shareholders entitlement to, and the payment of, the in specie dividend is subject to completion of the Merger. 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. This net payment to Woodside will be subject to a customary post-completion review which may result in an adjustment to the amount paid. Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. Because while the world relies on the resources we find, BHP relies on people like you. They really should be able to work this out! The acquisition date will be 1 June. Choose your network to share this page with. This announcement has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. This article does not reflect the views of WealthHub Securities Limited. [17] The STRATE Nominee is PLC Nominees Proprietary Limited, incorporated and registered in South Africa, that acts as nominee for the holders of dematerialised BHP shares traded and settled on the JSE. 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. We succeed through the partnerships we build with our suppliers. Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. RNS Number : 7719H. BHP dividend statements and Woodside holding statements are expected to be despatched to eligible BHP shareholders in mid-June 2022. For so long as Woodside is not a reporting issuer in Canada, the transfer or resale of such Woodside Shares to, from or for the benefit or account of any person resident in Canada may only be made pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws. to satisfy the "holding period rule", you must have held your BHP shares "at risk" for at least 45 days (not including the days of acquisition and disposal) within the qualification period (which begins on the day after the day on which they are acquired and ends on the 45th day after they become ex-dividend). Here is what shareholders of BHP and Woodside need to know. [13] CHESS is the electronic transfer and settlement system for securities quoted on the ASX under which transfers are effected in electronic form. For most shareholders, there will be rounding down of up to $29.76. This material is intended to provide general advice only. Unlike Woodside shareholders, BHP shareholders arent being asked to approve the merger. The exact size of the dividend will be determined by the closing price of Woodside shares on the ASX on 31 May, the day before the completion date and the distribution of the shares. It will be fully franked, with franking credits of $2.48 per share. Woodside has today published an explanatory memorandum and notice of meeting for the Woodside shareholder vote scheduled for 19 May 2022. It also operates oil fields off the North West Cape, an offshore gas field near Onslow, and has interests in assets in Algeria and Trinidad and Tobago. 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. 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. United Arab Emirates (UAE): This document is not a prospectus and not an offer of securities for sale or subscription in the UAE. Select Journal. The franking credits can then be used as a tax offset. recognition of a US$210 million impairment charge in the BHP Petroleum balance sheet in the pro forma financial information for the combined group. 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. With the merger complete, eligible BHP shareholders have received a dividend (in the form of you hold a "non-portfolio interest" in Woodside. Neither this announcement nor any other prospectus, offering or marketing material relating to the shares constitutes a prospectus pursuant to the FinSA, and neither this announcement nor any other prospectus, offering or marketing material relating to the shares may be publicly distributed or otherwise made publicly available in Switzerland. he UK taxation summary applies to BHP shareholders who are: (i) resident (and in the case of individuals, domiciled) for tax purposes in, and only in, the UK (and to whom split-year treatment does not apply); (ii) who are absolute beneficial owners of their BHP shares and Woodside Shares and (iii) who hold their BHP shares as an investment (otherwise than through an individual savings account or a pension arrangement). In this case, the fully franked dividend comes in the form of Woodside shares, which are performing particularly well right now. These include the fact that tax would be payable on any personal income derived from the in-specie dividend, as would be the case with a cash dividend payment. Christine, A more fundamental question from me. 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. No. One of Australias biggest corporate mergers is about to take place. The review of this document and any related communication does not fall under the SCA's remit or jurisdiction. Maybe your broker's site has a similar feature. The only action BHP shareholders may wish to consider is to avail themselves of the small shareholder sale facility. Along with Woodside equity, BHP shareholders will receive about $2.50 per share of franking attached to their Woodside stock. Stay in touch with the latest news, stories and insights from BHP. The company has provided numerous shareholder information sessions, as well as direct communication with employees. 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). Normal system timing and limitations will therefore apply in connection with a TTE instruction and its settlement. 1,000 BHP shares and you get 180 Woodside shares. Did your value come anywhere close to the $3.86 / BHP share that I suggested might apply? Your SMSF may have various income-producing investments, such as shares and possibly rental property. BHP is not saying much about this when many of its employees have shares through various employee share schemes, and would be significantly impacted by it. [1] The Woodside disclosure documents described in this announcement have been issued by, and are the responsibility of, Woodside other than to the extent that another party has positively and expressly accepted responsibility for information in such documents. and. 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. BHP shareholders who become new BHP shareholders close to the cut-off date for submission of elections and who wish to participate in the Sale Facility, will need to ensure that their shareholding has settled on the BHP Australian principal share register before they submit a Sale Facility election and by no later than 5.00pm on 24 May 2022 (AEST).
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