Bhp Dlc Structure Sharing Agreement

However, the fact that most cross-border mergers do not take the form of a DLC and that some companies have decided to unify their DLC structures, however, implies that there are also potential disadvantages for DLC. This may include:[5] The table contains all the DLC structures that have been widespread over the past few decades that have been identified from a number of sources. It excludes cases of twins who do not act separately. For example, during the Anglo-Irish Wedgwood/Waterford merger, the shareholders of each company received one unit of equity consisting of a stake in each company. A similar regime occurred during the creation of the Anglo-French company Eurotunnel. Contrary to the cases discussed in this document, company shares are not traded as differently as equity shares cannot be distributed. The table also excludes cases of related companies that did not have identical dividend flows. [2] Table 1 contains a list of 14 existing or recently harmonised DLC structures. [2] With one exception, all DLCs are the result of mergers between companies established in different countries. [3] Examination of these cases suggests that, for a number of reasons, companies may choose DLC structures rather than traditional mergers:[4] More details on the factors that motivate companies to terminate DLC structures can be found in Fortis` press release of 28 August 2000, Zurich Financial Services` presentation of 17 April 2000 and Dexia`s 1999 annual reports, ABB and MeritaNordbanken. [5] DLC structures are in fact mergers between two companies for which they agree to combine their activities and cash flows, while maintaining separate shareholder registers and identities. One form of DLC is for both companies to transfer their assets to one or more joint subsidiaries. The holding company then returns dividends to the main companies that they pay according to a predetermined ratio.

On the other hand, instead of transferring assets, there may be contractual arrangements to share the cash flows of the other`s assets. The activities of the two companies are closely coordinated and, in most cases, the companies share a common board of directors. The exception is the recent case of Investec PLC/Limited. This Anglo/South African DLC was not born from a merger but from a “split” and the creation of a new British company holding the British assets of the South African parent company. As with other DLCs, the transaction is expected to facilitate Investec`s international expansion. However, the justification for a DLC structure instead of a simple UK listing on the secondary market appears to lie in compliance with the South African government`s exchange control requirements. Since Investec has a much lower capitalization than other DLCs, this article focuses on the more conventional and larger DLCs generated by mergers. [3] Some of the reasons given by the companies for introducing DLCs can be found in BHP Billiton`s Propositiond DLC Merger Explanatory Memorandum of 12 June 2007.

April 25, 2001 and in Brambles` “Information Memorandum: Dual Listed Companies Proposal” of June 25, 2001. Hancock, Phillips and Gray (1999), Glanz and Sanderson (2001), Smith and Cugati (2001) and Hancock, Gray and Sommelet (2002) also offer further discussions on DLCs and their advantages and disadvantages compared to traditional mergers. [4]. . . .