UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
April 13, 2023
BHP GROUP LIMITED
(ABN 49 004 028 077)
(Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA
(Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE,
VICTORIA 3000 AUSTRALIA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
NEWS RELEASE
Release Time | IMMEDIATE | |||
| Date | 13 April 2023 | |||
| Release Number | 07/23 | |||
OZ MINERALS SHAREHOLDERS VOTE IN FAVOUR OF SCHEME OF ARRANGEMENT
BHP is pleased to announce that OZ Minerals Limited (OZL) shareholders today approved the scheme of arrangement for BHP Lonsdale Investments Pty Limited, a wholly owned subsidiary of BHP Group Limited, to acquire 100% of the shares in OZL (the Scheme).
The Scheme still requires the approval of the Federal Court of Australia. OZL is expected to apply for court orders approving the Scheme on 17 April 2023. If approved by the Court, the Scheme is expected to become effective on 18 April 2023 and be implemented on 2 May 2023.
BHP CEO Mike Henry said:
“This is a strong endorsement from OZ Minerals shareholders on the value they will receive under the scheme and the hard work of the OZ Minerals team over many years to create a successful business. We look forward to bringing together our talent and resources to create an even stronger organisation.”
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 | John-Paul Santamaria | |
Tel: +61 3 9609 3830 Mobile: +61 411 071 715 | Mobile: +61 499 006 018 | |
| Europe, Middle East and Africa | Europe, Middle East and Africa | |
| Neil Burrows | James Bell | |
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 | Tel: +44 2078 027 144 Mobile: +44 7961 636 432 | |
| Americas | Americas | |
| Renata Fernandaz | Monica Nettleton | |
| Mobile: +56 9 8229 5357 | Mobile: +1 (416) 518-6293 | |
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 |
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Disclaimer and important notice
Forward-looking statements
This announcement may contain forward-looking statements, including statements regarding the Scheme 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 Scheme, 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 due diligence in relation to the Scheme, 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 Scheme. 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 Scheme 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BHP Group Limited | ||||||
| Date: April 13, 2023 | By: | /s/ Stefanie Wilkinson | ||||
| Name: | Stefanie Wilkinson | |||||
| Title: | Group Company Secretary | |||||