Slaughter and May is advising BHP on the proposed unification of its corporate structure

Slaughter and May is advising BHP on the proposed unification of its dual-listed company structure.

BHP currently operates as a dual-listed company with two parent entities, both holding primary listings: BHP Group Limited in Australia and BHP Group Plc in the UK. Unification would involve BHP Group Limited acquiring the shares of BHP Group Plc and would be implemented by way of an English scheme of arrangement. Under a unified corporate structure, BHP Group Limited would have its primary listing on the Australian Stock Exchange, a standard listing on the London Stock Exchange, a secondary listing on the Johannesburg Stock Exchange, and a sponsored Level II ADR program on the New York Stock Exchange. If unification is implemented, eligible BHP Group Plc shareholders would be entitled to receive one BHP Group Limited share for each BHP Group Plc share they own.

Unification is subject to, among other things, shareholder and court approvals. If approved, unification is expected to occur in the first quarter of 2022.

Supporting BHP’s legal and governance teams, Slaughter and May is working as part of an integrated team with Herbert Smith Freehills, acting as Australian counsel, Sullivan & Cromwell LLP, acting as US counsel, and ENSafrica, acting as South African counsel.