Before the Scheme Meeting, the OZ Minerals Board intends to declare the Special Dividend, being a fully franked cash dividend of $1.75 per OZ Minerals Share held on the Special Dividend Record Date which is expected to be paid on the Implementation Date, subject to the Scheme becoming Effective.

If the Scheme is implemented, and assuming the Special Dividend is declared, OZ Minerals Shareholders will receive the Total Cash Consideration comprising:

• the Scheme Consideration, which will be $26.50 for each OZ Minerals Share they hold on the Scheme Record Date (expected to be 24 April 2023); and
• a fully franked Special Dividend of $1.75 for each OZ Minerals Share they hold on the Special Dividend Record Date (Expected to be 21 April 2023).

The Total Cash Consideration will be $28.25 per OZ Minerals Share regardless of the amount of any Special Dividend. This is because the Scheme Consideration you receive from BHP will be $28.25 less the cash amount of any Special Dividend you receive from OZ Minerals.

Certain OZ Minerals Shareholders may be able to realise the benefit of $0.75 franking credits per OZ Minerals Share that will be attached to the fully franked Special Dividend (refer to Section 10 of the Scheme Booklet). The franking credits you may be able to utilise from the Special Dividend will depend in part on your own personal circumstances in respect of which we encourage you to seek independent legal and taxation advice.

The payment of the Special Dividend is subject to the Scheme becoming Effective, so it will not be paid if the Scheme does not become Effective.

The Total Cash Consideration of $28.25 per OZ Minerals Share represents an attractive premium of:

• 49.3% to the close of trading of OZ Minerals Shares on 5 August 2022 of $18.92 per share (being the last trading day prior to the announcement of the Initial Proposal);
• 59.8% to OZ Minerals Shares’ undisturbed 30-day volume weighted average price of $17.67 per share as at 5 August 2022;
• 46% to OZ Minerals Shares’ undisturbed 60-day volume weighted average price of $19.35 per share as at 5 August 2022; and  
• a 13.0% premium compared to the Initial Proposal from BHP of $25.00 per share.

OZ Minerals’ share price has a close correlation to the spot copper price. The spot copper price has increased by approximately 16% in Australian dollar terms in the period from 5 August 2022 (being the last trading day prior to the announcement of the Initial Proposal) to 27 February 2023 (being the last practicable trading day prior to the finalisation of the Scheme Booklet). Accordingly, absent the Scheme, the OZ Minerals share price could be higher than at the time of the Initial Proposal in which case the Total Cash Consideration of $28.25 would represent a lower premium than stated above. OZ Minerals Shareholders should also have regard to the section entitled “The Scheme consideration provides OZ Minerals shareholders with a significant premium for control, but this premium needs to be considered in light of prevailing copper prices” on page 9 of the summary letter attached to the Independent Expert’s Report, and section 6.3.2 on page 113 of the Independent Expert’s Report in relation to the premium.

The Total Cash Consideration of $28.25 per OZ Minerals Shares implies a fully diluted market capitalisation for OZ Minerals of $9.5 billion and an enterprise value of approximately $9.8 billion.
 

The Special Dividend is the amount of $1.75 per OZ Minerals Share, that the OZ Minerals Board intends to declare before the Scheme Meeting (conditional on the Scheme becoming Effective). Certain OZ Minerals Shareholders may be able to realise the benefit of $0.75 of franking credits per OZ Minerals Share that will be attached to the fully franked Special Dividend. If declared, the Special Dividend will be paid on the Implementation Date, to those OZ Minerals Shareholders on the Share Register on the Special Dividend Record Date. The Special Dividend will be conditional upon the Scheme becoming Effective, and so will not be paid if the Scheme does not become Effective.

If the Scheme becomes Effective, the Special Dividend will be paid to OZ Minerals Shareholders on the Implementation Date. The payment of the Special Dividend will be conditional on the Scheme becoming Effective. If the Scheme does not become Effective, the Special Dividend will not be paid to OZ Minerals Shareholders. If the Scheme does not become Effective, there will be no certainty as to the timing and quantum of any future dividends. The OZ Minerals Board will continue to consider the payment of dividends in light of the funding needs of OZ Minerals at the relevant time, paying sustainable dividends from pre-growth cash flow, the company’s near term identified capital investment opportunities and the need to maintain a strong balance sheet.

Your OZ Minerals Directors have carefully considered the Revised Proposal from BHP and unanimously recommend that OZ Minerals Shareholders vote in favour of the Scheme Resolution subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of OZ Minerals Shareholders and in the absence of a Superior Proposal.¹

The reasons for this recommendation, and other matters that you may wish to take into consideration, are set out in the “Reasons to vote in favour of the Scheme Resolution” in Section 3.2 of the Scheme Booklet. The OZ Minerals Directors unanimously believe that the benefits of the Scheme outweigh its potential disadvantages and risks.

Your OZ Minerals Directors recommend that, before voting on the Scheme Resolution, all OZ Minerals Shareholders:

• carefully read the contents of the Scheme Booklet (including the Independent Expert’s Report);
• obtain advice from appropriate legal, financial and tax professionals with regards to how the Scheme might impact them; and
• consider their own preferences, personal and financial circumstances.

In considering this recommendation of the OZ Minerals Board, OZ Minerals Shareholders should have regard to OZ Minerals Chief Executive Officer and Managing Director’s economic interest in the outcome of the acquisition of OZ Minerals under the Scheme. This information is set out at Section 7.14 of the Scheme Booklet.
 

¹ You should note that when considering this recommendation that, if the Scheme becomes Effective, OZ Minerals’ Managing Director and Chief Executive Officer, Andrew Cole, will receive a cash payment of approximately $6 million in relation to his entitlements under OZ Minerals’ incentive plans. Please see Section 7.14 of the Scheme Booklet for more information. The OZ Minerals Board, and Mr Cole, consider that notwithstanding these arrangements, it is appropriate for Mr Cole to make a recommendation on the Scheme given Mr Cole’s role in the operation and management of OZ Minerals and that OZ Minerals Shareholders would wish to know Mr Cole’s views in relation to the Scheme.

The Independent Expert, Grant Samuel, has concluded that in the absence of a Superior Proposal, the Scheme is fair and reasonable and therefore is in the best interests of OZ Minerals Shareholders.

OZ Minerals Shareholders should read the Independent Expert’s Report, located at Appendix B of the Scheme Booklet, in full.

Each OZ Minerals Director intends to vote all the OZ Minerals Shares in which he or she has a Relevant Interest in favour of the Scheme Resolution subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of OZ Minerals Shareholders and in the absence of a Superior Proposal. Details of each OZ Minerals Director’s holding of OZ Minerals Shares are set out in Section 7.14 of the Scheme Booklet.

The key reasons to vote in favour of the Scheme are:

• Your OZ Minerals Directors unanimously recommend that you vote in favour of the Scheme Resolution subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of OZ Minerals Shareholders and there being no Superior Proposal
• The Independent Expert has concluded that the Scheme is fair and reasonable and therefore is in the best interests of OZ Minerals Shareholders in the absence of a Superior Proposal
• The Total Cash Consideration represents an attractive premium for your OZ Minerals Shares ²
• The all cash consideration provides OZ Minerals Shareholders with certainty of value 
• OZ Minerals’ share price may fall in the near-term if the Scheme is not implemented and in the absence of a Superior Proposal
• If the Scheme is not approved, OZ Minerals will require further funding to progress its development projects and growth opportunities. Such further capital funding may not be available on satisfactory terms or at all, or may be dilutive to existing OZ Minerals Shareholders
• No Superior Proposal has emerged as at the date of the Scheme Booklet
• No brokerage will be payable by you for the transfer of your OZ Minerals Shares under the Scheme

Please refer to Section 3.2 of the Scheme Booklet for further information.

Your OZ Minerals Directors unanimously recommend that OZ Minerals Shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of OZ Minerals shareholders.
 

² OZ Minerals’ share price has a close correlation to the spot copper price. The spot copper price has increased by approximately 16% in Australian dollar terms in the period from 5 August 2022 (being the last trading day prior to the announcement of the Initial Proposal) to 27 February 2023 (being the last practicable trading day prior to the finalisation of the Scheme Booklet). Accordingly, absent the Scheme, the OZ Minerals share price could be higher than at the time of the Initial Proposal in which case the Total Cash Consideration of $28.25 would represent a lower premium than stated above. OZ Minerals Shareholders should also have regard to the section entitled “The Scheme consideration provides OZ Minerals shareholders with a significant premium for control, but this premium needs to be considered in light of prevailing copper prices” on page 9 of the summary letter attached to the Independent Expert’s Report, and section 6.3.2 on page 113 of the Independent Expert’s Report in relation to the premium.

The key reasons to vote against the Scheme are:

• You may disagree with your OZ Minerals Directors’ unanimous recommendation and/or the conclusion of the Independent Expert’s Report
• You may prefer to participate in the future financial performance of the OZ Minerals business 
• You may wish to maintain your current investment in OZ Minerals due to its characteristics and risk profile 
• You may consider that there is the potential for a Superior Proposal to emerge
• The tax implications of the Scheme may not be suitable to your financial circumstances or position

Please refer to Section 3.3 of the Scheme Booklet for further information.

The OZ Minerals Directors unanimously believe that the benefits of the Scheme outweigh its potential disadvantages and risks.
 

Yes. The Scheme is subject to the satisfaction (or waiver) of the Conditions are set out in the Scheme Implementation Deed (which is available on ASX and also summarised at Section 11.6 of the Scheme Booklet). If the Conditions are not satisfied or waived (as applicable) by the time specified in the Scheme Implementation Deed (and described in Section 11.6.1 of the Scheme Booklet) for satisfaction of the relevant Condition or such later date as BHP and OZ Minerals (acting reasonably) agree in writing, the Scheme will not proceed and OZ Minerals Shareholders will not receive the Total Cash Consideration.

As at the date of the Scheme Booklet, the OZ Minerals Directors are not aware of any reason why the Conditions should not be satisfied.

OZ Minerals Shareholders or their validly appointed proxies, attorneys and corporate representatives can attend and vote at the Scheme Meeting via OZ Mineral’s online meeting platform at https://meetings.linkgroup.com/ozlscheme23.

The online platform may be accessed via a computer or mobile or tablet device with internet access. The online platform will allow OZ Minerals Shareholders and their authorised proxies, attorneys and corporate representatives to watch the Scheme Meeting live, cast an online vote and ask questions online. If dialled in, OZ Minerals Shareholders will also be able to ask a question via telephone.

If you are not attending in person, you may ask questions in two ways:

• by submitting a written question on the online platform; or
• by asking an oral question. If you would like to ask an oral question, you will need to register for a unique PIN. To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363.

To attend and vote online, OZ Minerals Shareholders will need their Security Reference Number (SRN) or Holder Identification Number (HIN) and their postcode or country of residence (if outside Australia). Proxyholders will be emailed their proxy code by the OZ Minerals Share Registry 24 hours before the commencement of the meeting.