United Kingdom · Company filings
How BHP replaced its London parent with shares in its Australian parent
BHP operated through two listed parent companies for about two decades. In January 2022 the UK scheme transferred the London parent under the Australian parent, with more than 2.1 billion new ordinary shares issued to make the switch.
Sources checked
- 2001Dual-listed structure begins
BHP and Billiton combine with two listed parents Source 1
- 20 January 2022Shareholder meetings scheduled
Separate meetings of Australian Limited and UK Plc holders Source 1
- 25 January 2022UK court sanction announced
The company reported sanction of the Plc scheme Source 2
- 28 January 2022Plc scheme effective
Limited becomes owner of the share capital of Plc Source 2
- 31 January 2022London listing switch
Plc shares exit the main market and new Limited shares are admitted Source 2
Follow the company from the creation of two listed parents to the exchange of Plc shares.
One business used two legal parents
The 2001 combination created a dual-listed structure with BHP Group Limited in Australia and BHP Group Plc in the UK. BHP describes the two companies as operating as a single economic entity with common management. Investors held securities in their respective legal parents, with arrangements between them to equalise shareholder treatment. Source 1
The balance of earnings changed
BHP estimated that assets belonging to the UK Plc contributed about 40% of group earnings in 2001 and about 5% when it explained the unification proposal. It cited that shift when describing Plc’s reliance on transfers from Limited to fund distributions. These estimates are shares of group earnings at two points and are separate from the number of Plc shares exchanged. Source 1
How the exchange worked
Existing Limited holders kept their shares and Plc holders were due one Limited share for each Plc share. BHP issued 2,112,071,796 new Limited ordinary shares, about 42% of the 5,062,323,190 Limited ordinary shares on issue immediately afterwards. The issuance is the size of the exchange relative to issued share capital. Source 1 Source 2
London trading continued in a different security
The scheme became effective at about 9 p.m. London time on 28 January. On 31 January the old Plc securities were scheduled to leave the premium segment and the new Australian parent shares to enter under a standard London listing. BHP also set out the timetable for Australian and South African trading and the replacement of US depositary securities. Source 2