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

December 21, 2021

 

 

 

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)

  

BHP GROUP PLC

(REG. NO. 3196209)

(Exact name of Registrant as specified in its charter)

 

ENGLAND AND WALES

(Jurisdiction of incorporation or organisation)

 

NOVA SOUTH, 160 VICTORIA STREET

LONDON, SW1E 5LB

UNITED KINGDOM

(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

 

 

 


LOGO

NEWS RELEASE

 

Release Time

  

IMMEDIATE

  
Date   

21 December 2021

  
Release Number   

36/21

  

Update on recommended all-cash offer for Noront Resources Limited

Further to BHP’s release on 13 December 2021, in relation to the recommended all-cash offer to acquire all of the issued and outstanding common shares of Noront Resources Limited by BHP Western Mining Resources International Pty Ltd, an update is provided in the attached release.

Information on BHP can be found at: bhp.com

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    Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: +61 411 071 715    Mobile: +61 407 033 909
Europe, Middle East and Africa    Europe, Middle East and Africa
Neil Burrows    James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661    Tel: +44 20 7802 7144 Mobile: +44 7961 636
683    432
Americas    Americas
Judy Dane    Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342    Tel: +1 713 296 7919 Mobile: +1 832 870 7677
BHP Group Limited ABN 49 004 028 077    BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28    LEI 549300C116EOWV835768
Registered in Australia    Registered in England and Wales
Registered Office: Level 18, 171 Collins Street    Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia    London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015    Tel +44 20 7802 4000 Fax +44 20 7802 4111

Members of the BHP Group which is

headquartered in Australia

  
Follow us on social media   

 

LOGO


LOGO

 

BHP announces it will not match Wyloo’s proposal to acquire Noront

Melbourne, Victoria – December 21, 2021 – BHP Lonsdale Investments Pty Ltd (“BHP Lonsdale”), a wholly owned subsidiary of BHP, today announced that it will not increase or extend its offer for Noront Resources Ltd. (“Noront”).

BHP Chief Development Officer, Johan van Jaarsveld, said: “BHP is committed to its strict capital discipline framework. While the Eagle’s Nest deposit is a promising resource, we do not see adequate long-term value for BHP shareholders to support an increase in BHP’s offer in order to match the C$1.10 per share proposal from Wyloo Metals Pty Ltd.”

The Noront board of directors has determined that the proposal from Wyloo Metals Pty Ltd (“Wyloo”) to acquire up to 100% of the shares of Noront for C$1.10 in cash per share is a “superior proposal” under the support agreement between Noront, BHP Lonsdale and BHP Western Mining Resources International Pty Ltd, and as a result BHP Lonsdale has a right to match Wyloo’s proposal. BHP Lonsdale has determined it will not match Wyloo’s proposal.

About BHP

BHP is a world-leading global resources company. We extract and process minerals, oil and gas, with more than 80,000 employees and contractors, primarily in Australia and the Americas. Our products are sold worldwide, with sales and marketing led through Singapore and Houston, United States. Our global headquarters are in Melbourne, Australia. Our Potash head office is in Saskatoon and our head office for metals exploration is in Toronto.

Our corporate purpose is to bring people and resources together to build a better world. Our strategy is to deliver long-term value and returns through the cycle. We aim to do this through owning a portfolio of world class assets with exposure to highly attractive commodities that benefit from the mega-trends playing out in the world around us, by operating them exceptionally well, by maintaining a disciplined approach to capital allocation and through being industry leaders in sustainability and the creation of social value.

BHP has a strong track record in Canada

BHP has a strong track record of mining development and investment in Canada over several decades. We have invested in diamonds, potash, exploration, Carbon Capture and Storage (CCS) research, and in environmental preservation through the BHP Foundation in Canada’s boreal forest. We have built strong relationships with communities and stakeholders throughout our history in Canada. Earlier this year, BHP approved US$5.7 billion in investment for its Jansen project, for what stands to be one of the world’s largest, most modern potash mines and a significant economic driver for Saskatchewan. www.bhp.com

 

Contact details   
Media Relations    Investor Relations
Email: media.relations@bhp.com    Email: investor.relations@bhp.com
Australia and Asia    Australia and Asia
Gabrielle Notley    Dinesh Bishop
Tel: +61 3 9609 3830 Mobile: +61 411 071 715    Mobile: + 61 407 033 909
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
Judy Dane    Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342    Tel: +1 713 296 7919 Mobile: +1 832 870 7677


Forward looking statements

Certain statements contained in this press release contain “forward-looking information” within the meaning of applicable securities laws and are prospective in nature. Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

Forward-looking statements include, but are not limited to, statements regarding: the BHP Offer and the Wyloo proposal.

Although BHP Lonsdale and BHP Western Mining believe that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Consequently, there can be no assurance that the actual results or developments anticipated by BHP Lonsdale or BHP Western Mining will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, BHP Lonsdale or BHP Western Mining, or their respective future results and performance.

Forward-looking information and statements in this press release are based on BHP Lonsdale’s and BHP Western Mining’s beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and BHP Lonsdale and BHP Western Mining disavow and disclaim any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of BHP Western Mining or any of its affiliates.


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 and BHP Group Plc
Date: December 21, 2021     By:  

/s/ Stefanie Wilkinson

    Name:   Stefanie Wilkinson
    Title:   Group Company Secretary
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