Forward-looking statements
This announcement contains forward-looking statements. The words
‘anticipate’, ‘believe’, ‘aim’, ‘estimate’, ‘expect’, ‘intend’,
‘may’, ‘target’, ‘plan’, ‘forecast’, ‘project’, ‘schedule’, ‘will’,
‘should’, ‘seek’ and other similar words or expressions are
intended to identify forward-looking statements. 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.
The forward-looking statements are subject to risk factors,
including those associated with the oil and gas industry as well as
those in connection with the Transaction. It is believed that the
expectations reflected in these statements are reasonable, but they
may be affected by a range of variables which could cause actual
results or trends to differ materially, including but not limited
to: price fluctuations, actual demand, currency fluctuations,
geotechnical factors, drilling and production results, gas
commercialisation, 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.
Investors are strongly cautioned not to place undue reliance on
forward-looking statements, particularly in light of the current
economic climate and the significant uncertainty and disruption
caused by the COVID-19
pandemic. 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 Transaction, 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. 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 presentation.
No offer or solicitation
This communication relates to the proposed Transaction between
Woodside and BHP. 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 Transaction 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. No offer of securities in
the United States shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act
of 1933.
Important additional information and where to find it
In connection with the proposed Transaction, Woodside intends to
file with the US Securities and Exchange Commission (the “SEC”) a
registration statement on Form F-4 (the “Registration Statement”) to
register the Woodside securities to be issued in connection with
the proposed Transaction (including a prospectus therefor).
Woodside and BHP also plan to file other documents with the SEC
regarding the proposed Transaction. This communication is not a
substitute for the Registration Statement or the prospectus or for
any other document that Woodside or BHP may file with the SEC in
connection with the Transaction. US INVESTORS AND US HOLDERS OF
WOODSIDE AND BHP SECURITIES ARE URGED TO READ THE REGISTRATION
STATEMENT, PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE PROPOSED
TRANSACTION (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE
DOCUMENTS) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT WOODSIDE, BHP AND THE PROPOSED
TRANSACTION. Shareholders will be able to obtain free copies of the
Registration Statement, prospectus and other documents containing
important information about Woodside and BHP once such documents
are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov. Copies of such documents may also be
obtained from Woodside and BHP without charge.