OZ Minerals Limited (ASX code: OZL) have announced a scheme Booklet regarding the proposed Scheme of Arrangement with BHP Lonsdale Investments Ltd (BHP) a wholly owned subsidiary of BHP Group Limited to acquire 100% of the shares in OZL. The scheme is still subject to shareholders and court approvals.
If this Scheme is approved, OZ Minerals Shareholders will receive from BHP $28.25 per OZ Minerals Share held on the Scheme Record Date, less the amount of the Special Dividend that may be declared and paid by OZ Minerals on or before the Implementation Date. The OZ Minerals Board intends to declare a fully franked Special Dividend of $1.75 per OZ Minerals Share before the Scheme Meeting, such Special Dividend being conditional on the Scheme becoming Effective and payable on the Implementation Date.
Assuming the Special Dividend is declared and paid, this means that on the Implementation Date: BHP will pay $26.50 per OZ Minerals Share as the Scheme Consideration and OZ Minerals will pay $1.75 per OZ Minerals Share as a fully franked Special Dividend,
The ex-dividend date for the OZL Special Dividend will likely occur after the last trading date of Tuesday 18 April 2023 with a Record date of 21 April 2023. ASX has determined that no adjustment will be made for OZL ETOs due to the proposed OZL Special Dividend.
The indicative timetable (from the ETO’s perspective) is:
OZL Scheme Meeting |
Thursday, 13 April 2023 |
---|---|
Court hearing to approve the Scheme (Second Court Date) |
Monday, 17 April 2023 |
Scheme Effective Date Last day of trading in OZL shares – OZL shares will be suspended from trading on the ASX following the close of trading. |
Tuesday, 18 April 2023 |
Special Dividend Record Date |
Friday, 21 April 2023 |
Scheme Record Date |
Monday, 24 April 2023 |
Termination Implications for OZL ETOs
According to the terms of the scheme, OZL shares will cease trading after the scheme becomes effective. ASX has consulted ASXCL and has determined to terminate all OZL ETOs contracts by cash settlement at the intrinsic value with the OZL reference price to be the OZLs ASX closing price for Tuesday, 18 April 2023.
Option positions held at the close of business on Tuesday, 18 April 2023 will be closed out and cash settled at the intrinsic value. Takers will be credited and writers debited. The intrinsic value method is equivalent to the expiry of the options effectively brought forward to the last day of trading of the underlying security. ASXCL will settle these cash amounts on the next business day – Wednesday, 19 April 2023.
Exercise Restriction
An exercise restriction will be placed on OZL ETOs on OZL shares last day of trading on the ASX - Tuesday, 18 April 2023.
Listing Restriction
To mitigate the number of terminations in OZL ETO contracts, a listing restriction on OZL ETOs has been applied, with the latest expiry month being December 2023.
No further OZL series will be listed.
Participants to be aware of the adjustment method ASX OZL ETOs contracts for the proposed Scheme of Arrangement.
Effective Date
A further ASX Notice will be released after the close of trading on Tuesday, 18 April 2023 outlining the termination prices for OZL ETOs.
William Ward, Clearing Operations
William Ward
1800 240 033
clearing@asx.com.au