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BHP Billiton activist's changes need to pass Australian national interest test

Staff Writer | April 11, 2017
Australia's Treasury department has warned that any of the major changes to BHP Billiton's corporate structure proposed by activist fund Elliott Management would need to be in the country's national interest.
BHP Billiton
Changes   Treasury department:
The statement on Tuesday followed a letter from hedge fund Elliott on Monday that proposed BHP scrap its dual-company structure and only maintain a secondary listing in Sydney.

"A change in the corporate structure and listing arrangement would need to be carefully considered against the provisions of the Foreign Acquisitions and Takeovers Act," a Treasury spokeswoman said.

"If the changes were significant they would need to be consistent with Australia's national interest test under that Act."

In 2001, the Australian government approved the merger of Melbourne-based BHP Limited and London-based Billiton Plc under a dual-listed company structure, but only subject to a number of conditions "designed to ensure that the merger would not be contrary to Australia's national interest".

The DLC structure means the two companies operates as if they were a single economic enterprise, with a single management and board, while remaining separate legal entities.

The conditions laid down by the Treasury included that the BHP Limited remains an Australian resident company, listed on the Australian Stock Exchange; that the headquarters of BHP Limited and the global headquarters of the group are in Australia; that both the CEO of the group and CFO of BHP Limited have their principal place of residence in Australia.

But one condition was that if BHP Limited wishes to act differently to these conditions, it could seek and obtain approval from the Treasury.