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GeoResources - Mining, Tunnelling, Geotechnics, Energy - News, Events and Journal

23.11.2021 (350 Clicks)

Sika expands its Production Capacity in China for faster and more sustainable Customer Solutions

By opening a new mortar production facility in Jiaxing City, in the province of Zhejiang in Eastern China, Sika has further expanded its production capacity in the rapidly growing Chinese construction market.

 

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22.11.2021 (335 Clicks)

Staffs’ Wardell Armstrong welcome HS2 CEO to see progress on route between West Midlands and Crewe

Multidisciplinary environmental, engineering and mining consultancy, Wardell Armstrong, has welcomed Mark Thurston - HS2 Ltd's CEO - to a worksite where a team of environmental specialists are working on the early works phase of HS2 construction.
 

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22.11.2021 (371 Clicks)

BHP and Woodside agree to create a global Energy Company


BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) have today signed a binding share sale agreement (SSA) for the merger of BHP’s oil and gas portfolio with Woodside (Merger). Woodside will acquire the entire share capital of BHP Petroleum International Pty Ltd (BHP Petroleum) in exchange for new Woodside shares.

The signing of the SSA follows the merger commitment deed announced on 17 August 2021.

On completion, the Merger will create a global top 10 independent energy company by production and the largest energy company listed on the ASX.1 The combined company will have a high margin oil portfolio, long life LNG assets and the financial resilience to help supply the energy needed for global growth and development over the energy transition.

BHP CEO Mike Henry said BHP’s petroleum business and Woodside are better together and will create value for BHP shareholders.

“Merging our petroleum business with Woodside creates a large, more resilient company, better able to navigate the energy transition and grow value while doing so,” he said.

“Through the merger we will provide value and choice for BHP shareholders, and unlock synergies in how these assets are managed.”

Attractive strategic and financial rationale

The Merger documented in the SSA today is expected to deliver substantial value creation for both sets of shareholders from across a range of areas, including:

  • Greater scale and diversity of geographies, products and end markets through an attractive and long-life conventional portfolio
  • Resilient, high margin operating cash flows to fund shareholder returns and business evolution to support the energy transition
  • Strong growth profile with capacity to phase the most competitive, high-return options within the portfolio
  • Proven management and technical capability from both companies
  • Shared values and focus on sustainable operations, carbon management and ESG leadership
  • Estimated synergies of more than US$400 million (100 per cent basis, pre-tax) per annum from optimising corporate processes and systems, leveraging combined capabilities and improving capital efficiency on future growth projects and exploration
  • Greater financial resilience, relative to BHP’s and Woodside’s standalone petroleum businesses

An alternative option carefully considered by the Board was to implement a demerger through a distribution to shareholders of shares in a newly listed entity. However, while a demerger would result in a strong and financially viable stand-alone entity, the Board determined that the Merger was the best alternative for shareholders given that it would capture the additional value flowing from the advantages and benefits outlined above.

Merger ratio

On completion of the Merger, Woodside will issue new shares expected to comprise approximately 48% of all Woodside shares (on a post-issue basis) as consideration for the acquisition of BHP Petroleum. The Merger ratio is based on the number of Woodside shares at the effective date. The number of new shares issued on completion will be adjusted to reflect shares issued by Woodside under its dividend reinvestment plan after the effective date.

The new Woodside shares will be distributed to BHP shareholders as an in-specie fully franked dividend.

Timing and completion

Completion is targeted for the second quarter of the 2022 calendar year. Prior to completion, BHP and Woodside will carry on their respective businesses in the normal course and, will put in place appropriate plans to enable a smooth transition of ownership.

The effective date of the Merger will be 1 July 2021.

On completion, Woodside will make a cash payment to BHP in relation to cash dividends paid by Woodside between the effective date and completion. BHP will make a cash payment to Woodside for the net cash flow generated by BHP Petroleum between the effective date and completion (or, if that amount is negative, Woodside will make a cash payment to BHP). Where applicable, these amounts will be netted off.

BHP Petroleum will transfer to Woodside on a cash and debt-free basis, based on the balance sheet at the effective date, subject to certain exclusions including legacy assets and liabilities that will remain with BHP. In its Financial Report for the half year ending 31 December 2021, BHP expects to present the results of BHP Petroleum as a discontinued operation and the BHP Petroleum balance sheet as held for sale, subject to the status of the Merger’s conditions precedent outlined below.

BHP has agreed to exclusivity arrangements with Woodside. These arrangements do not restrict BHP from considering superior proposals for BHP Petroleum in prescribed circumstances. Woodside has agreed to similar exclusivity arrangements in connection with a competing proposal for Woodside.

Warranties and indemnities

Each party has given the other party certain warranties regarding its business. Woodside has agreed to indemnify BHP for, among other things and subject to certain limitations, decommissioning and environmental liabilities relating to the BHP Petroleum business. BHP has agreed to indemnify Woodside for, among other things and subject to certain limitations, claims in respect of entities and assets not forming part of the Merger.

Termination rights

BHP and Woodside have termination rights (including if the other is subject to a defined material adverse change or specified petroleum reserve reduction) and BHP has a right to terminate upon certain changes to Woodside’s credit rating. Each party has agreed that, if the Merger does not complete, its only recourse is a reimbursement fee of US$160 million payable in certain circumstances, including if Woodside’s board changes, withdraws or qualifies its recommendation that shareholders vote in favour of the Merger (subject to certain exceptions).

Conditions

Completion of the Merger is subject to satisfaction (or waiver where permitted) of conditions precedent by 30 June 2022 or an agreed later date which include:

  • Approval by certain regulatory and competition authorities
  • Approval by Woodside shareholders at a general meeting
  • Independent experts appointed by Woodside issuing a report concluding that the Merger is in the best interests of Woodside shareholders
  • Certain registration statements relating to Woodside shares being declared effective by the United States Securities and Exchange Commission
  • Other conditions customary for a transaction of this nature

If a condition precedent has not been satisfied or waived by 30 June 2022 (or an agreed later date) either party may terminate the SSA.

In addition, BHP and Woodside are actively seeking necessary third-party consents resulting from the Merger and are working to secure these consents prior to Woodside shareholders voting to approve the Merger.

The Woodside shareholder meeting to approve the Merger is targeted for the second quarter of the 2022 calendar year.

Woodside listings and governance

Woodside will retain its primary listing on the Australian Securities Exchange (ASX).

Woodside is currently pursuing a secondary listing on the New York Stock Exchange (NYSE) through an American depository receipt (ADR) arrangement, with a target of being active by completion. The NYSE listing would provide increased access to international equity and debt
markets. Additional secondary listings are being evaluated.

It is intended that the Woodside Board will appoint a current BHP director as a Woodside
director on completion.

Integration and transition

BHP and Woodside have also executed an integration and transition services agreement (ITSA) which provides for the planning of post-completion integration activities, activities to separate BHP Petroleum and its petroleum business from the BHP Group, and a framework for transition services to be provided by BHP after completion.

About BHP

BHP is the world’s largest diversified natural resources company by market capitalisation with over 80,000 employees and contractors, primarily in Australia and the Americas. BHP’s products are sold worldwide and it is among the world’s top producers of major commodities, including iron ore, copper, nickel and metallurgical coal.

BHP pioneered the development of an oil and gas industry in Australia with the Bass Strait discovery in 1965. The BHP petroleum business has conventional oil and gas assets in the US Gulf of Mexico, Australia, Trinidad and Tobago, and Algeria, and appraisal and exploration options in Mexico, Trinidad and Tobago, western US Gulf of Mexico, Eastern Canada, and Barbados.

The crude oil and condensate, gas and natural gas liquids (NGLs) produced by BHP’s petroleum assets are sold on the international spot market or domestic market. The total gross asset value of the BHP petroleum business as at 30 June 2021 was US$15.4 billion, it contributed US$3.9 billion to BHP group revenue and it generated EBITDA of US$2.3 billion for the year ended 30 June 2021.

Source: BHP



BHP, Woodside, agree, create, global, Energy, Company

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19.11.2021 (329 Clicks)

B.C., Canada: Provincial State of Emergency declared

The B.C. government has declared a provincial state of emergency to mitigate impacts on transportation networks and movement of essential goods and supplies, and to support the provincewide response and recovery from the widespread damage caused by severe flooding and landslides in British Columbia.

 

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19.11.2021 (331 Clicks)

Fugro to update Cayman Islands Fydrography for UKHO with carbon-neutral Survey

The UK Hydrographic Office (UKHO) has selected Fugro to survey a 515 km2 area over the Cayman Islands in November.

 

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19.11.2021 (332 Clicks)

Webuild wins Lot H41 Gola del Sill-Pfons on austrian Side of Brenner Base Tunnel

New lot brings to four the lots under construction by Webuild on world’s longest railway tunnel of 55km

 

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18.11.2021 (328 Clicks)

Demand for Raw Materials boosts Mining

Mining machinery manufacturers from Germany are also benefiting from the increasing demand for raw materials. They supply cutting-edge technology for a climate-neutral future.

 

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18.11.2021 (419 Clicks)

Metso Outotec wins major Order for Iron Ore Pellet Plant Capacity Expansion in Ukraine

Metso Outotec has signed an agreement for the delivery of key equipment for the expansion of an existing production line at the Ferrexpo Poltava Mining iron ore grate-kiln pellet plant, which is located in the mining city of Horishni Plavni in central Ukraine.

 

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18.11.2021 (302 Clicks)

Evolution Mining to acquire Ernest Henry Mining from Glencore

Glencore and Evolution Mining Limited (Evolution) have entered into a binding agreement for the sale and purchase of Glencore’s 100% interest in Ernest Henry Mining Pty Ltd, the owner of the Ernest Henry Mining (EHM) copper-gold mine in Queensland, Australia.

 

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18.11.2021 (323 Clicks)

Skanska is expanding the Stockholm Metro in Nacka, Sweden

Skanska has signed a contract with The Stockholm Regional Council to build a new stage of Stockholm’s metro in Nacka, Sweden. The contract is worth about SEK 1.2 billion which will be included in the Nordic order bookings for the fourth quarter of 2021.
nacka station

 

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F. Willich GmbH + Co. KG
Latest Articles

23.12.2022 

Corrosion Protection of MicropilesCorrosion Protection of Micropiles

Micropiles often provide a favourable solution for deep foundation problems especially when significant constraints such as confined construction sites or vibration limitations have been identified....  

#FRIEDR. ISCHEBECK GMBH #Geotechnics #grouting #grouting works

23.12.2022 

On the autogenous Healing of Cracks in waterproof Concrete Structures – Experiences in the Field and Conclusions drawnOn the autogenous Healing of Cracks in waterproof Concrete Structures – Experiences in the Field and Conclusions drawn

Structural planning engineers usually refer to EN 1992-3 when designing watertight concrete (WU concrete) structures such as basements, tunnels and water tanks. This standard can be interpreted...  

#A.S.T. Bochum GmbH #Geotechnics #Tunnelling #sealing sheets, geomembranes #sealing #sealing technique

23.12.2022 

The Konrad Nuclear Waste Repository – Renovation and Reconstruction Work in the North Compartment of Shaft Konrad 1The Konrad Nuclear Waste Repository – Renovation and Reconstruction Work in the North Compartment of Shaft Konrad 1

The BGE (Federal Service Company for Radioactive Waste Disposal) is a Peine-based organisation that has been entrusted with the task of converting the former Konrad iron ore mine to serve as a final...  

#Bundesgesellschaft für Endlagerung mbH (BGE) #Mining #abandoned mining #repository mining #shaft sinking #Conveyor technology

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07.02.2023 - 09.02.2023

UCT 2023 - 28th Annual Underground Construction Technology


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Europe’s largest Deposit of Rare Earth Metals is located in the Kiruna Area

12.01.2023 (354 Clicks)

Europe’s largest Deposit of Rare Earth Metals is located in the Kiruna Area

LKAB has identified significant deposits of rare earth elements in the Kiruna...  

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22.01.2023 (175 Clicks)

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