Woodside has applied to list its shares in the form of American Depositary Shares (ADSs) on the New York Stock Exchange (NYSE), in connection with the proposed merger (the Merger) with the petroleum business of BHP Group Limited (BHP).
The listing on the NYSE is expected to become effective on completion of the Merger, targeted for 1 June 2022. The Merger is subject to satisfaction of certain conditions, including approval of the transaction by the Woodside shareholders at Woodside’s Annual General Meeting on 19 May 2022 (see the Merger Explanatory Memorandum issued to shareholders on 8 April 2022 for further details).
Woodside has filed a Registration Statement on Form F-4 (Registration Statement) (File No. 333-264268) with the United States Securities and Exchange Commission (SEC) in relation to the distribution of the shares to be issued in connection with the Merger.
Woodside has also filed a Registration Statement on Form F-6 to register ADSs to be issued in connection with the Merger and delivered to holders of BHP ADSs as of the applicable record date. ADSs are US dollar denominated negotiable instruments represented by American Depositary Receipts (ADRs) issued by a depositary bank that facilitate US trading and investment in shares of non-US companies. The ADSs will be issued under Woodside’s existing ADR program, which is administered by Citibank, N.A. Each Woodside ADS represents one ordinary share of Woodside.
The Registration Statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.
