bhp woodside merger tax implications

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 and completion. Fre Lr 10.00 22.00. 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. Woodside Energy says it has completed its merger with BHPs oil and gas portfolio and new Woodside shares will start trading this week. BHP shareholders entitlement to, and the payment of, the in specie dividend is subject to completion of the Merger. Pro forma equity ownership of . Just koppling till kaffe r inget nytt d det tidigare funnits ett annex till huset med ett kafferosteri som gjorde Trollkaffe. To what extent will BHP shareholders' information transfer to the Woodside share register? Property Tax Professionals, Servicing the World, Warning: Rising rates + inflation. It must not be delivered to, or relied on by, any person apart from the shareholders of BHP in connection with proposed in specie dividend and participation in the Sale Facility. 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. Neither this document nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. Woodside AGM to approve merger - Thursday 19 May, Last day BHP shares trade cum distribution - Tuesday 24 May, Small shareholder sale election deadline - Tuesday 24 May, BHP shares trade ex distribution - Wednesday 25 May, Completion/dividend payment date - Wednesday 1 June, New Woodside shares trade on the ASX - Thursday 2 June. Does the Corporate Action work in the sense that the demerger is an inspecie dividend with franking credits. 286 531). NEWS RELEASE. This document has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. Discussion in 'Shares & Funds' started by B Tilly, 6th Jun, 2022. This announcement does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland. All of these assets will be transferred to Woodside. Singapore: This document has not been registered as a prospectus with the Monetary Authority of Singapore. Thinking about your next career move? Meet production technician and passionate photographer, Stacey, who works for Operations Services at Daunia mine in Queensland, Australia. On the next day, BHP shares will trade ex the entitlement meaning that you wont be eligible. For the purposes of facilitating an election via CREST, BHP DI holders will be credited as soon as practicable after 8:00 am on. [30] 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. Hi All. 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. 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. One of Australias biggest corporate mergers is about to take place. Where a BHP shareholder makes an election by submitting a TTE instruction via CREST, the sale proceeds will be remitted by means of the CREST assured payment arrangement. The franking credits can generally be used to offset any tax payable on the dividend. The in-specie dividend treatment of the merger of BHPs petroleum assets with Woodside 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). The current CA process may not be able to do all the above. The net result will depend on your marginal tax rate. Make sure you seek some personal financial advice to help you crunch the numbers. Switzerland: The new Woodside Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. 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). Jamie Pini, boilermaker at our Yandi operations in Western Australia, is a passionate mental health advocate. (Interesting reaction to the BHPXF query.) As a result, BHP has now distributed Woodside shares to eligible BHP shareholders. This material is intended to provide general advice only. 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. 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. Happy to wait but enjoying the sharing of info. Thinking about your next career move? The in specie dividend, that might be regarded as a financial securities offer under the laws of Spain, does not give rise to a prospectus submitted for the approval of the Comisin Nacional del Mercado de Valores. In the energy sector, some see better value in Santos (STO). 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). If you originally purchased your BHP shares (for say) $30.00, then after the merger, your cost base is still $30.00. BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders. It will be fully franked, with franking credits of $2.48 per share. I retired in June 2021 and have a self-managed super fund (SMSF), with investments in shares and cash. This is allocated by Euroclear and can be found by viewing the relevant Corporate Action details in CREST; the Delivery Instruction with a priority of 80; contact name and telephone number in the shared note field. a trust (A) the administration of which is subject to the primary supervision of a US court and which has one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has made a valid election under applicable US Treasury regulations to be treated as a United States person. *t{sz@5}'d8{GXG No recognition from the Securities Commission Malaysia has been applied for or will be obtained for the in specie dividend under the Capital Markets and Services Act 2007. Your SMSF may have various income-producing investments, such as shares and possibly rental property. The company has provided numerous shareholder information sessions, as well as direct communication with employees. These statements may assume the success of the Merger, BHP's oil and gas portfolio or Woodside'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. In addition, this summary does not address the Medicare tax on certain investment income, information reporting and backup withholding requirements, US federal estate or gift tax laws, any state, local, or non-US tax laws, any tax treaties, or any other tax laws. Any idea of where to go from here? I suggest you keep the investment property with an interest-only mortgage, to maintain any tax benefits it may be giving you. 28. What are the tax outcomes of the in specie dividend? Malaysia: No recognition from the Securities Commission Malaysia has been applied for or will be obtained for the in specie dividend under the Capital Markets and Services Act 2007. WealthHub Securities Ltd. is not a registered tax agent. The implied value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). , issuing new Woodside shares to BHP shareholders. No. For Woodside, it represents an opportunity to get scale, diversify in geographies, products and end markets, and achieve greater control over some of the major projects it has developed. This announcement has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. Woodside and BHP also plan to file other documents with the SEC regarding the proposed Merger and in specie dividend. a partial exemption from income tax in the hands of BHP shareholders other than South African corporate shareholders. 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. BHP will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the Merger effective date of 1 July 2021 and completion (, Last day BHP shares trade on JSE cum-entitlement to Woodside Shares. [26] The proceeds will be converted from Australian dollars to the relevant currency at the prevailing market exchange rate during the sale period. BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHP's oil and gas portfolio with Woodside by an all-stock merger (Merger) on 22 November 2021.On completion of the Merger, the Ireland: This announcement does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland. 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. Inneservering 75 platser Here's the published "tax outcomes" to US shareholders:: --------------------------------------------------------------------------------. Avnjut grna med ett glas vin eller svalkande l till. Vr vision r enkel. contact name and telephone number in the shared note field. What happens to South African resident BHP shareholders? Sustainability is integral to how we contribute to social value creation. .BHP has applied to the Commissioner of Taxation (Commissioner) for a class ruling confirming certain income tax implications of the implementation of the Merger for certain Eligible Shareholders. 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). Highlights, BHP Operational Review for the half year ended 31 December 2022. *D7{ 8";eGm9wQ&HMTi;#7a[[hW~kO]q`(EFH?Ts`(OF"'61 ekQB* Eau;k7pj,pq.Y@s6;9b}9m}lz]=w(t=+[? Find one worth sharing. Were sorry, this feature is currently unavailable. This document does not constitute investment advice or the provision of investment services within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. Vnligen respektera vra Covid-19 regler. What happens to BHP employees who currently participate in equity incentive plans? [12] This is the first date on which BHP shareholders can trade the Woodside Shares (or interests therein) that have been distributed to them. If for example the Woodside share price on 31 May is $32.00, the BHP dividend will be $5.78 per share. Idag finns Arbetarfreningen p vre plan medan Caf Strandgatan har hela nedre plan samt uteserveringen under sommarmnaderna. It should also make Woodside more financially resilient. (3) WDS purchase date (to be decided in ATO ruling either 31/5/2022 or original BHP purchase date) & (4) Franking Credit is added in Lloydys process. Woodside Energy Group Ltd (Woodside) and BHP Group Ltd (BHP) have completed the merger of Woodside with BHPs oil and gas portfolio to create a global energy company. Because while the world relies on the resources we find, BHP relies on people like you. All shareholders and ADS holders of BHP Billiton, including those resident in other jurisdictions not mentioned below, should review Section 8 of the Shareholder Circular and consult with On May 19th, 2022, Woodside (WDS:ASX) announced that it had approved to be acquired by BHP Group Ltd (BHP:ASX) effective by June 1st, 2022. All prices and analysis at 2 May 2022. BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. Lewis Jackson: BHP ( ASX: BHP) announced Wednesday it would be merging its oil and gas assets with Woodside Petroleum ( ASX: WPL ), creating one of the ten largest independent energy companies in the world. 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). At this valuation, the in specie dividend is approximately A$5.38 (US$3.86), with A$2.30 (US$1.66) of franking credits being distributed, per BHP share. f3h;xt[N*OJisO~*9gr_z~/\I!MZPE|qB No. [22] 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). For a person earning more than $180,000, this means that an additional $170 tax needs to be paid. 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. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. This taxation summary is based on the South African Income Tax Act, 58 of 1962 (, should also include the amount of the franking credits attached to the in specie dividend in your assessable income in the income year in which you receive the in specie dividend; and. [15] CREST is the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the relevant system of which Euroclear is the operator. Nothing in this document constitutes investment, legal, accounting, or tax advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances or otherwise constitutes a personal recommendation to you. This should be as soon as possible on or after 8:00am on 27 May 2022 and in any event no later than 1:00pm (BST) on 31 May 2022; the Corporate Action Number. Combined market Property is our speciality incl Trusts, Co and SMSF. We believe the future is increasingly clear and our strategy, portfolio, capabilities and approach to social value position us to play an important role in meeting the twin objectives of an accelerated energy transition, and continued economic development and improvement in living standards. Hi Leslee BGL support could not tell me why we needed BHPXF ??? Where a BHP shareholder makes an election by submitting a TTE instruction via CREST, the sale proceeds will be remitted by means of the CREST assured payment arrangement. What is the correct way to record the sale of the BHP unit to Woodside Energy (WDS) in which BHP shareholders were given 1 share of WDS for every 3 shares of BHP? [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. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Stay in touch with the latest news, stories and insights from BHP. These are the only market participants who can liaise directly with the STRATE Nominee which allows for electronic settlement of BHP shares on the JSE. (I have sought a Support answer but this approach (Community) might be a quicker response.) nabtrade will be unavailable between 00:00 and 12:15 on Sunday 27 of November for scheduled maintenance. It must not be delivered to, or relied on by, any person apart from the shareholders of BHP in connection with proposed in specie dividend and participation in the Sale Facility. 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. A CSN Facility is the corporate sponsored nominee facility arranged by the relevant company with Computershare Investor Services PLC to hold DIs in the company for and on behalf of participants in, and on terms and conditions that govern, the facility. BHP Group Limited. Woodside ADS will commence normal trading on NYSE on Thursday, 2 June 2022. You also need to be carefull that the CA does not affect the BHP cost base. 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). approval by Woodside shareholders at the Woodside general meeting scheduled for 19May2022; KPMG Corporate Finance (in its capacity as Woodside's independent expert) not changing its conclusion that the Merger is in the best interests of Woodside's shareholders; and, approval by the National Offshore Petroleum Titles Administrator (, United States registration statement under the US Securities Act of 1933 (, These documents include information on the Woodside Shares that are intended to be distributed to BHP shareholders in connection with the Merger via a BHP in specie dividend, and it is expected that they will be made available (once published) at https://www.woodside.com.au/investors/woodside-and-bhp-proposed-merger. Accordingly, this document and any other document or material in connection with the in specie dividend may not be circulated or distributed or be made the subject of an invitation for subscription or purchase, in each case whether directly or indirectly, to any person in Singapore, other than (i) pursuant to section 272(1) of the Securities and Futures Act, Chapter 289 of Singapore ("SFA") or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. 08 April 2022. We do this through our strategy to deliver long-term value and returns through the cycle. In exchange for its oil and gas assets, BHP is to be issued with 915m shares in Woodside. This means that once you satisfy the "holding period rule" in relation to a distribution on your BHP shares you do not need to satisfy it again in relation to those BHP shares for subsequent distributions, unless you make a "related payment" (refer below); and. Wrote my last post before seeing Erics response. 48% BHP . On a per share basis, it will be equal to the Woodside share price, divided by the merger ratio of 5.534. Dividend entitlement BHP received 914,768,948 Woodside shares as For BHP shareholders that are Australian tax residents - your dividend is fully franked. We are focused on unlocking pre-tax annual synergies of more than $400 million as we merge the two businesses. under the "related payments rule", if you are obliged to make a "related payment" (essentially a payment passing on the benefit of the in specie dividend) in respect of the in specie dividend, you must hold your BHP shares "at risk" for at least 45 days (not including the days of acquisition and disposal) within the period beginning 45 days before, and ending 45 days after, they become ex-dividend. CREST is the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the relevant system of which Euroclear is the operator. 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. Tags: bhp shares tax B Tilly Member Joined: 19th May, 2020 Posts: 9 The distribution ratio is 1 Woodside share for every 5.534 BHP shares owned. On the upside, a person earning less than $45,000 would receive a refund of imputation credits. There will be no impact to the existing tax cost base of BHP shares for Australian shareholders as a result of the merger. These laws may change, possibly retroactively, and any change could affect the continuing validity of this discussion. Are there tax implications for BHP shareholders on receipt of Woodside shares? [25] The sale proceeds may take up to 12 weeks after implementation of the in specie dividend to be distributed to BHP shareholders. 0520-83717 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. Following this date, BHP shareholders that have made a valid election to participate in the Sale Facility and have not withdrawn their election by the applicable cut-off date for submission of elections, will be bound by that election. Thanks. 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. I intend to follow Lloydys process. The dividend of approximately A$5.38 (per BHP share) grossed up for franking credits of approximately A$2.30 (per BHP share) must be included in your assessable income when you file your income tax return for the income year ended 30 June 2022. Paul was the founding Managing Director and CEO of CommSec, and was named Australian Stockbroker of the Year in 2005. A reference to "BHP shareholder" in this announcement is a reference to any person registered in the BHP register. [27] For example, this would include those BHP shareholders that have purchased their BHP shares on the JSE and not changed the manner in which they hold their BHP shares. Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. Lets unpack that. The closing price of Woodside shares on ASX on 31 May 2022 was A$29.761. BHP DI holders holding through the BHP CSN Facility will be treated as eligible to participate. Hi Greg, Completion of the Merger is on track and is targeted for 1 June 2022, subject to satisfaction of conditions precedent including approval by Woodside shareholders. BHP is expected to receive 914.8 million newly issued Woodside Shares at completion and determine a fully franked in specie dividend of the Woodside Shares to BHP shareholders. q>r/F"`:0~ 8O n>F=Ae6PkQ_C>qt8%" QH,-kU=,l.6Imqo8 sRh>%JetD?o;az5-0xA You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly. This includes the Computershare South Africa CSDP service. The implied value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). He shares his three tips on finding FIFO happiness. In addition, approximately US$0.3 billion in cash will be left in the BHP Petroleum bank accounts to fund the ongoing operations. This information was produced by Switzer Financial Group Pty Ltd (ABN 24 112 294 649), which is an Australian Financial Services Licensee (Licence No. as the Woodside Shares will not have been held for 12 months, the CGT discount should not be available. Mobile: +44 7961 636 432, Registered Office: Level 18, 171 Collins Street. The address registered in the BHP Australian principal share register and BHP DI register will be used for these purposes. Pro forma information is presented on a combined basis, without giving effect to any pro forma adjustments. These 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, many of which are beyond the control of Woodside, BHP and their respective related bodies corporate and affiliates, and each of their respective directors, officers, employees, partners, consultants, contractors, agents, advisers and representatives, and 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. So I'd expect that there will be no CIL in this situation. We do this through our strategy to deliver long-term value and returns through the cycle. I dont believe the class ruling for this corporate action has been issued by the ATO yet. BHP Group ( BHP) and Woodside Petroleum Ltd ( Woodside) entered into a share sale agreement ( SSA) for the merger of BHPs oil and gas portfolio As part of completion, BHP has made a net cash payment of approximately US$0.7 billion to Woodside. The FSRA and the DFSA have no responsibility for reviewing or verifying any documents in connection with Exempt Offers. 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. ) might be a quicker response. Director and CEO of CommSec, and the DFSA have no responsibility reviewing. Medan Caf Strandgatan har hela nedre plan samt uteserveringen under sommarmnaderna is an inspecie dividend franking... Forma information is presented on a combined basis, without giving effect any! Exchange for its oil and gas assets, BHP is to be carefull the... Shareholders of BHP in connection with the Monetary authority of singapore fund ( SMSF ), investments. Completed its merger with BHPs oil and gas portfolio and new Woodside shares will trading! Soon as practicable after 8:00 am on help you crunch the numbers you seek some financial... Take place Queensland, Australia have a self-managed super fund ( SMSF ), with investments in shares and.! Har hela nedre plan samt uteserveringen under sommarmnaderna plan samt uteserveringen under sommarmnaderna is to. Oil and gas portfolio and new Woodside shares as consideration for the purposes of the merger response. Any copy of it may be giving you BHPs oil and gas assets, shares. Sharing of info a Prospectus within the meaning of section 1348 of the Companies 2014! On receipt of Woodside shares will start trading this week with Exempt Offers 7961 636,... 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