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    Woodside files US registration statement

Summary

Woodside has applied to list its shares in the form of American Depositary Shares (ADSs) on the NYSE, in connection with the proposed merger with the petroleum business of BHP.

by: Shardul Sharma

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Woodside files US registration statement

Australia’s 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 with the petroleum business of BHP Group, it said on April 14.

The listing on the NYSE is expected to become effective on completion of the merger, targeted for June 1. The merger is subject to satisfaction of certain conditions, including approval of the transaction by the Woodside shareholders at the annual general meeting on May 19.

Woodside has filed a registration statement on Form F-4 with the US Securities and Exchange Commission (SEC) in relation to the distribution of the shares to be issued in connection with the merger.

Australia's biggest gas producer 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 facilitates US trading and investment in shares of non-US companies. The ADSs will be issued under Woodside’s existing ADR programme.

The registration statement relating to these securities has been filed with the SEC but has not yet become effective, Woodside said. These securities may not be sold nor may offer to buy be accepted prior to the time the registration statement becomes effective.