BHP Group Limited (ASX Code: BHP) have announced further details on the sale of the BHP Petroleum business to Woodside Petroleum Limited (ASX Code: WPL). The proposed sale is subject to shareholder approval.

BHP shareholders are expected to be entitled to receive one share in Woodside Petroleum (ASX: WPL) for every 5.534 BHP shares held on Wednesday, 25 May 2022.

The corporate action will involve an in specie distribution in WPL shares with any cash transfers to remain at the corporate level. No adjustment will be made for Woodside Petroleum Limited (ASX Code: WPL) as ASX Clear considers the increase in shares issued by WPL equivalent to the asset being acquired by the company.                                                                                                 

Participants are advised to refer to all announcements by BHP and WPL for information, updates, and full timetables for the proposed transaction.

The key dates from the perspective of ETOs are as follows (indicatively):

Notes:

·        Participants may wish to consider making their clients, especially retail traders, aware of the issues relating to rights-style ETO adjustment for entitlement issues in relation to trading or exercise of ETOs on the ex-entitlement day.

·        As with any rights-style adjustment that relies on market valuation, Participants are strongly advised that the adjustment to ETOs becomes effective on the commencement of ex-entitlement trading of the underlying securities. However, while any ETO trades entered into after the resumption of trading will be on an adjusted basis (“UA” Under Adjustment flag), the full extent of the adjustments will only be confirmed after VWAP and published by ASX after trading close on that day. Traders can estimate indicative adjustments when the market opens or during the course of the day. 

Adjustment to ASX ETOs

ASX has consulted with ASXCL on the implications for BHP ETOs in relation to the entitlement offer. ASX will determine the following adjustment under ASX Operating Rule [2230] Adjustments, Appendix 2230 Procedure 10 Alternative Adjustments as follows:

New contract size is calculated as follows:

TC = OC + n*r/S

Where:

TC    = theoretical new contract size (prior to any rounding) which is used in intermediate calculations

OC   = old contract size (currently 100)

n      = the number of Woodside Petroleum shares attributed to each OC determined by the issue ratio applied to the old contract size, (1 WPL : 5.534 BHP)

r      = the market value of the each of the new shares as determined by ASX, using VWAP of Woodside Petroleum on 25 May 2022

S     = VWAP of BHP determined by ASX on the first day of ex-Entitlement trading, 25 May 2022 (matching Woodside Petroleum trading period)

The new strikes are calculated as follows:

New Strike = Old Strike * OC/TC

The theoretical new contract size (TC) will be calculated to 4 decimal places and will be truncated using the TMC threshold so that if the theoretical new contract size falls between 100 and to up to but not including 102, the new contract size will be truncated to the standard 100. If the theoretical new contract size falls above 102, then the new contract size will be truncated down to the nearest whole number.

OTC series (where any)

Clearing Participants are advised that any OTC series cleared by ASXCL under the ASX Equity OTC Clear service will be adjusted using the same formula as the ETOs as shown in this Derivatives Notice. 

OTC series will be adjusted along with ETO adjustments on the night however, to maintain anonymity; the adjusted OTC series details will not be published in the Derivatives Notice but will be available to CPs the following morning via their own clearing systems.

ETO exercise restrictions (where any) in relation to an adjustment may occur during the period of 10 business days prior to and including expiry, will also apply to OTC series. However such exercise restrictions will not apply on expiry day of an OTC.

Specific Cover

Participants are advised that as the contract size is changing, arrangements may need to be made for additional lodgement of underlying shares to account for any collateral denoted as specific cover.

What do I need to do by when?

Participants should be aware of the content of this Notice as it sets out the treatment of the proposed sale of BHP Petroleum to Woodside Petroleum Limited with respect to open positions in ASX BHP ETO contracts.

Exercises Restriction

An exercise restriction will be applied to BHP ETOs effective Wednesday, 25 May 2022, and lifted on Thursday, 26 May 2022.

Listing Restriction

A listing restriction will be applied to BHP ETOs effective Wednesday, 25 May 2022, and lifted on Thursday, 26 May 2022.

Under Adjustment

Note BHP ETO will trade under adjustment on Wednesday 25 May 2022.

Effective Date

A further notice will be issued after the close of business following the resumption of trading of the underlying securities on an ex-entitlement basis, Wednesday, 25 May 2022. The notice will detail the adjusted contract size and adjusted strikes. Participants are reminded that trading on the ex-entitlement day will be on an “under adjustment” basis (UA trading) and effective that day, notwithstanding the adjusted specifications are published by ASX only after close of trading.

Need more information?

Issued by

Greg Fitzpatrick, Senior Manager, Clearing Operations

Contact information

William Ward

1800 240 033 

clearing@asx.com.au

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