Slaughter and May is advising BHP Billiton - proposed demerger of South32

Slaughter and May is advising BHP Billiton on its proposed demerger of South32 Limited (South32).

South32 will be a globally diversified metals and mining company with a significant presence in each of its major commodities. The majority of South32’s assets are located in the southern hemisphere with its two regional centres - Australia and South Africa - linked by the thirty-second parallel line of latitude. The company’s name represents this footprint and its regional approach to managing its operations.

The proposed demerger will be effected via a distribution of South32 shares by way of an in-specie dividend to shareholders in both BHP Billiton Limited and BHP Billiton Plc. Eligible BHP Billiton shareholders will receive one South32 share for every BHP Billiton share held on the applicable record date. A share sale facility will be established for certain eligible shareholders who hold 10,000 or fewer BHP Billiton shares.

Approval for the demerger is being sought from shareholders. For the proposed demerger to proceed, a demerger resolution must be approved by an ordinary resolution of both BHP Billiton Limited shareholders and BHP Billiton Plc shareholders voting on a joint electorate basis. The shareholders’ meetings will be conducted simultaneously and will be held on 6 May 2015 in Perth, Australia and London, England.

Following the demerger, South32 is expected to have a primary listing on the Australian Stock Exchange and a secondary listing of all the issued South32 shares in the general mining sector of the main board of the Johannesburg Stock Exchange and all the issued South32 shares will be admitted to the standard segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities.

Slaughter and May is also advising on certain new financing arrangements for South32 including a new US$1.5 billion multicurrency revolving syndicated loan facility.

Slaughter and May is working alongside Herbert Smith Freehills who is advising on Australian law matters, ENSafrica who is advising on South African law matters and Cleary Gottlieb Steen & Hamilton who is advising on US law matters.

Emma Game Senior Counsel