bhp woodside merger tax implications

A reference to "BHP shareholder" in this announcement is a reference to any person registered in the BHP register. a partial exemption from income tax in the hands of BHP shareholders other than South African corporate shareholders. Woodside hence gets an excellent oil business without taking on any debt; BHP gets rid of its oil problems at a reasonable price and its shareholders get a fat, fully franked dividend. NAB Defence, your protection against fraud. BHP ADS holders will be treated as eligible to participate. Furthermore, this summary does not address all US federal income tax considerations that may be relevant to certain categories of US Holders that may be subject to special treatment under the US federal income tax laws, will not be treated as a Passive Foreign Investment Company (, the determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make such a determination, the United States Internal Revenue Service (. Woodside has acquired the entire share capital of BHP Petroleum International Pty Ltd The cost base for your new Woodside shares will be the market value of Woodside shares on 31 May, which on a per share basis, should be 5.534 times the BHP dividend. The last date on which holders of BHP ADSs will be permitted to surrender their BHP ADSs and withdraw the BHP shares that their surrendered BHP ADSs represent is expected to be Friday 20 May 2022 (EDT). In the energy sector, some see better value in Santos (STO). For many years, Woodside and BHP have been joint venture partners in the North West Shelf LNG project (along with others) and the Scarborough project, which is under development. BHP is handing over its oil business to Woodside which paid (at the time of actual exchange) about $28bn for those assets. Mobile: +1 713 299 5342, Tel: +44 2078 027 144 Inneservering 75 platser Financial results and Operational Reviews, Operational (Scope 1 and 2) decarbonisation, Value chain (Scope 3) greenhouse gas emissions, Carbon offsets and natural climate solutions, Our Global Inclusion and Diversity Council. Woodside's board unanimously recommended that the company's shareholders vote in favour of the merger. hold their BHP shares (and will hold their Woodside Shares) on capital account. Hi Leslee BGL support could not tell me why we needed BHPXF ??? Paul has more than 30 years experience in financial services and banking, including 20 years with the Commonwealth Bank Group in senior leadership roles. The current CA process may not be able to do all the above. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. TIDMBHP. A CSN Facility is the corporate sponsored nominee facility arranged by the relevant company with Computershare Investor Services PLC to hold DIs in the company for and on behalf of participants in, and on terms and conditions that govern, the facility. Any offer is not made to you with a view to the Consideration Shares being subsequently offered for sale to any other party. It is core to our strategy and sits at the heart of everything we do. My support call has been escalated to the Product Team. To what extent will BHP shareholders' information transfer to the Woodside share register? A reference to "BHP shareholder" in this announcement is a reference to any person registered in the BHP register. This communication should not be construed in any manner as a recommendation to any reader of this document. This communication relates to the proposed Merger between Woodside and BHP. This is open to BHP shareholder who own 1,000 BHP shares or less. This is my intended approach. The last date on which holders of BHP ADSs will be permitted to surrender their BHP ADSs and withdraw the BHP shares that their surrendered BHP ADSs represent is expected to be Friday 20 May 2022 (EDT). All of these assets will be transferred to Woodside. to satisfy the "holding period rule", you must have held your BHP shares "at risk" for at least 45 days (not including the days of acquisition and disposal) within the qualification period (which begins on the day after the day on which they are acquired and ends on the 45th day after they become ex-dividend). This document is not intended for distribution. So, no action is required. This document has not been reviewed or approved by any competent authority for the purposes of the EU Prospectus Regulation. What happens to South African resident BHP shareholders? an individual who is a citizen or resident of the United States; a corporation (or other entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to US federal income tax regardless of its source; or. In lieu of a cash dividend payment, you will receive shares. Implementing the BHP and Woodside Merger Adding your Woodside shares 1 - On the The closing price of Woodside shares on ASX on 31 May 2022 was A$29.761. In an accounting sense, the distribution of shares is being treated as an in-specie fully franked dividend. Important additional information and where to find it. Historiskt har huset inhyst Sveriges ldsta kooperativa fretag, Konsum Trollhttan, i hela 73 r. Thinking about your next career move? a trust (A) the administration of which is subject to the primary supervision of a US court and which has one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (B) that has made a valid election under applicable US Treasury regulations to be treated as a United States person. For BHP American Depository Shares (ADS) holders, you will receive 1 Woodside Share for every 2.7670 shares of BHP ASD held. 1 - On the portfolio overview page, click the blue Add a new holding button Thinking about your next career move? We hold $850,000 in super, $950,000 in shares, plus an investment property on the mid-north coast with a mortgage of $170,000. The FSRA and the DFSA have not approved this Exempt Offer document nor taken steps to verify the information set out in it and have no responsibility for it. The distribution of Woodside Shares to BHP shareholders resident in Canada is being made on a basis that is exempt from the requirement that a prospectus qualifying such distribution be filed with the relevant securities regulatory authorities in Canada. BHP shareholders are expected to be entitled to one Woodside Share for every 5.5340BHP shares they hold on the Record Date. Here is what shareholders of BHP and Woodside need to know. Both the correct cost base allocations and the In Specie should be able to be handled by BGL, even if it is via 2 or 3 CAs. Select Journal. Pro forma information is presented on a combined basis, without giving effect to any pro forma adjustments. or the WDS cost base so Lloydy is on the money thus far. Summary of the merger. On completion of the Merger, the combined company is expected to 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. US INVESTORS AND US HOLDERS OF WOODSIDE AND BHP SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER AND IN SPECIE DIVIDEND (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WOODSIDE, BHP, THE PROPOSED MERGER AND IN SPECIE DIVIDEND. Employees who continue to be employed by BHP will not receive the in specie dividend in respect of any unvested equity award or matching entitlement, and the value of the underlying BHP share to which they will receive on vesting will be reduced as a result of the in specie dividend that has been determined. Germany: This announcement does not constitute a prospectus according to Regulation 2017/1129/EU of the European Parliament and of the Council ("EU Prospectus Regulation") and has been prepared on the basis that the transactions described in this announcement do not constitute a public offer within the meaning of the EU Prospectus Regulation. I intend to follow Lloydys process. The User ID or Password entered is incorrect. I am 62 and work part-time. inclusion of intercompany and cash balances that were excluded from the BHP Petroleum net assets disclosed as 'held for sale' in BHP's half year financial report; additional depreciation expense of approximately US$150 million, as depreciation has not been recognised by the BHP Group from the point in time that BHP Petroleum was classified as 'held for sale' following the signing of the SSA in November 2021; and. If you wish to use this facility, you must apply by Tuesday 24 May. You may recognise a capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that you realise and your tax basis, determined in US dollars in respect of the disposal of your Woodside Shares or Woodside ADSs. In 2011, Paul teamed up with Peter Switzer and Maureen Jordan to launch the Switzer Report, a newsletter and website for share market investors. Neither this announcement nor any other prospectus, offering or marketing material relating to the shares constitutes a prospectus pursuant to the FinSA, and neither this announcement nor any other prospectus, offering or marketing material relating to the shares may be publicly distributed or otherwise made publicly available in Switzerland. [14] BHP DI holders will receive their entitlement in the form of Woodside DIs in the same ratio as BHP shareholders receive Woodside Shares on the Record Date (subject to the rounding treatment described above). Uteservering 350 platser samt barhng. The implied value of the in specie dividend was therefore A$27.2 billion (US$19.6 billion). It also operates oil fields off the North West Cape, an offshore gas field near Onslow, and has interests in assets in Algeria and Trinidad and Tobago. Mobile: +44 7961 636 432, Registered Office: Level 18, 171 Collins Street. BHP shareholders are expected to be entitled to one Woodside Share for every 5.5340 BHP shares they hold on the Record Date. This will be $5.38 AUD per share in BHP with $2.30 AUD to be fully franked. Quote Based on Woodside's share price of A$33.74 at 6 April 2022 converted at an exchange rate of AUD/USD 0.7572. You should therefore ensure all necessary actions are taken by you (or by your CREST sponsor) to ensure a TTE instruction relating to the sale of the Dividend Entitlement settles prior to 1:00pm (BST) on 31 May 2022. Woodside Energy says it has completed its merger with BHPs oil and gas portfolio and new Woodside shares will start trading this week. BHP ADS holders will be treated as eligible to participate. In connection with the proposed Merger and in specie dividend, Woodside intends to file with the US Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 (the "Registration Statement") to register the Woodside securities to be issued in connection with the proposed Merger and in specie dividend (including a prospectus therefor). WealthHub Securities Ltd. is not a registered tax agent. 375 of 2017) (as amended) of Ireland or otherwise. [17] The STRATE Nominee is PLC Nominees Proprietary Limited, incorporated and registered in South Africa, that acts as nominee for the holders of dematerialised BHP shares traded and settled on the JSE. Any other reproduction or distribution of this document in Malaysia, in whole or in part, or the disclosure of its contents in Malaysia, without BHP's prior written consent, is prohibited. It is addressed only to the shareholders of BHP in connection with the proposed in specie dividend and participation in the Sale Facility. , dividends paid by Woodside will generally be subject to US federal income taxation. Stay in touch with the latest news, stories and insights from BHP. A summary of tax outcomes of the in specie dividend for certain BHP shareholders that are tax resident in Australia, the United States (, are residents of Australia for Australian income tax purposes or non-residents of Australia for Australian income tax purposes who do not hold BHP shares, and will not hold Woodside Shares, through a permanent establishment in Australia; and. [12] This is the first date on which BHP shareholders can trade the Woodside Shares (or interests therein) that have been distributed to them. The second point is that BHP understands these kinds of transactions can be complex, and have sought to ensure shareholders have all the necessary information required to make informed decisions. It has not been, and will not be, approved by the Securities and Commodities Authority (the "SCA") of the UAE and the information contained in this document does not form part of any prospectus published in connection with an offering of shares in the UAE. The distribution ratio is 1 Woodside share for every 5.534 BHP shares owned. Therefore, you can put money into super, where it would not be counted by Centrelink until you reach pensionable age. BHP dividend statements and Woodside holding statements are expected to be despatched to eligible BHP shareholders in mid-June 2022. Vill du ge oss synpunkter eller frbttringsfrslag r du alltid vlkommen att kontakta oss antingen p plats eller via e-post. This means that once you satisfy the "holding period rule" in relation to a distribution on your BHP shares you do not need to satisfy it again in relation to those BHP shares for subsequent distributions, unless you make a "related payment" (refer below); and. 375 of 2017) (as amended) of Ireland or otherwise. The broker market analysts are positive on the merger, and this has been one of the reasons why Woodsides share price has risen strongly since it was announced .While the share price rise has been mainly driven by a higher oil price, the merger improves Woodsides asset base and has the potential to improve cash flow and deliver operating synergies. Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. To participate in the Sale Facility, Eligible Small Shareholders must make a valid election. Thanks guys. I retired in June 2021 and have a self-managed super fund (SMSF), with investments in shares and cash. (If it kept them, it wouldnt achieve its decarbonisation and sustainability objectives). You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly. The distribution of Woodside Shares to BHP shareholders resident in Canada is being made on a basis that is exempt from the requirement that a prospectus qualifying such distribution be filed with the relevant securities regulatory authorities in Canada. They really should be able to work this out! Step 1: Go to Transaction List and select Journal to record the Woodside shares and the In-Specie Dividends. Neither BHP nor Woodside is an authorised investment firm within the meaning of MiFIR, and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this announcement. Doesnt look like BHPXF needs to be created. Does the amount of cash held include dividends received in any given year, or are the dividends in addition to the cash amount? For ineligible overseas shareholders and small BHP shareholders that have validly elected to participate in the sale facility, the in specie dividend entitlement has been transferred to the sale agent to be sold. We provide the materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity. Important information: Any advice and information in this publication is of a general nature only. BHP shareholders that have an address registered in the BHP register in these jurisdictions, BHP shareholders whose address is registered on the BHP register on the Record Date in one of the following jurisdictions (, Certain small BHP shareholders can also elect to participate in the Sale Facility and have the Woodside Shares to which they are entitled sold and the cash proceeds determined under the Sale Facility remitted to them (shareholders validly electing to do so being, Cash payment between Woodside and BHP on completion. While each BHP ADS represent two BHP shares, each Woodside ADS represents one Woodside Share. Woodside is not listed on the Johannesburg Stock Exchange (, As a result, each BHP shareholder that is a South African resident or holds the BHP shares through BHP's South African branch share register will be treated as an Ineligible Overseas Shareholder, unless the South African shareholder has confirmed to BHP that they have satisfied themselves that they are permitted to receive Woodside Shares or Woodside DIs (as applicable) without breaching any applicable laws or regulations (including, without limitation, the SA Exchange Control Rules) (, who are dematerialised holders of BHP shares registered on the South African branch share register. We provide the materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity. 375 of 2017) (as amended) of Ireland, and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document. No. It has been prepared without having regard to or taking into account any particular investors objectives, financial situation and/or needs. This information is provided by RNS, the news service of the London Stock Exchange. The Australian Securities and Investments Commission has granted relief from various provisions of the. Unlike Woodside shareholders, BHP shareholders arent being asked to approve the merger. BHP Since these are "covered", they will have to report this information if/when the WDS shares are sold. As part of completion, BHP has made a net cash payment of approximately US$0.7 billion to Woodside. If you want to buy BHP shares to get the entitlement to the special dividend (and Woodside shares), you will need to do so by Tuesday 24 May. I just checked what my broker listed as the basis for the new shares. We are both working, with a combined salary of $220,000 a year. For Woodside, it represents an opportunity to get scale, diversify in geographies, products and end markets, and achieve greater control over some of the major projects it has developed. Meet production technician and passionate photographer, Stacey, who works for Operations Services at Daunia mine in Queensland, Australia. The first is that everything BHP does is for shareholders, and the rationale for the deal is based on what is best for investors and for the company over the long term. Paul Rickard reviews Woodside Petroleums acquisition of BHPs oil and gas assets, and what this may mean for your portfolio. A Central Securities Depository Participant, being a participant as defined in section 1 of the Financial Markets Act 19, of 2012 (South Africa). Woodside shareholders dont need to do anything. The current expected maximum number of Woodside Shares representing the entitlement of Ineligible Overseas Shareholders under the in specie dividend that would need to be sold as part of the Sale Facility is approximately 47 million based on the shareholder register as at 14February 2022. BHP Group (BHP) and Woodside Petroleum Ltd (Woodside) entered into a share sale agreement (SSA) for the merger of BHP's oil and gas portfolio with Woodside by an all-stock merger (Merger) on 22 November 2021.On completion of the Merger, the We are focused on unlocking pre-tax annual synergies of more than $400 million as we merge the two businesses. South African shareholders should refer to the section on "What happens to South African resident BHP shareholders?". Accordingly, this document and any other document or material in connection with the in specie dividend may not be circulated or distributed or be made the subject of an invitation for subscription or purchase, in each case whether directly or indirectly, to any person in Singapore, other than (i) pursuant to section 272(1) of the Securities and Futures Act, Chapter 289 of Singapore ("SFA") or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Thanks. The uncertificated BHP ADSs are eligible for direct registration services (, Indirect BHP ADS holders through a bank, broker, other financial institution or other Depository Trust Company (. 1,000 BHP shares and you get 180 Woodside shares. Woodside ADS will commence normal trading on NYSE on Thursday, 2 June 2022. We provide the materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity. Will keep you informed. Sustainability is integral to how we contribute to social value creation. It is also worth noting that BHP shareholders who are Australian tax residents would be able to use franking credits to offset any tax payable on the dividend. 20 May 2022. A regular commentator in the media, investment advisor and company director, he is also a Non-Executive Director of Tyro Payments Ltd and PEXA Group Limited. ), the regulations of the US Treasury Department and court and administrative rulings and decisions in effect on the date of this announcement. Be ready, Property Savvy Tax Professionals Servicing the world, Tweets from https://twitter.com/PropertyChatAU/lists/business-members. [27] For example, this would include those BHP shareholders that have purchased their BHP shares on the JSE and not changed the manner in which they hold their BHP shares. Thank you to anyone who can answer this? The forward-looking statements are subject to risk factors, including those associated with the oil and gas industry as well as those in connection with the Merger. BHP has divested the entire division to Woodside in exchange for Woodside equity. Past performance and pro forma historical information is given for illustrative purposes only. Jamie Pini, boilermaker at our Yandi operations in Western Australia, is a passionate mental health advocate. This material is intended to provide general advice only. BHP received 914,768,948 Woodside shares as consideration for the sale of BHP Petroleum. BHP shareholders who become new BHP shareholders close to the cut-off date for submission of elections and who wish to participate in the Sale Facility, will need to ensure that their shareholding has settled on the BHP Australian principal share register before they submit a Sale Facility election and by no later than 5.00pm on 24 May 2022 (AEST). Gentlemen, thanks for being here today. All shareholders and ADS holders of BHP Billiton, including those resident in other jurisdictions not mentioned below, should review Section 8 of the Shareholder Circular and consult with Then think big. We believe the future is increasingly clear and our strategy, portfolio, capabilities and approach to social value position us to play an important role in meeting the twin objectives of an accelerated energy transition, and continued economic development and improvement in living standards. Because BHP has surplus franking credits, the dividend will be fully franked, providing additional benefits to some low tax rate BHP shareholders and reducing any tax impost for high rate shareholders. Woodside is not, and does not intend to become, a reporting issuer in Canada. BHP has applied to the Commissioner of Taxation (, The US taxation summary is based upon the. Ability to reposition BHP securities between the Australian principal share register, BHP DI register and BHP South African branch share register, recommence starting from Friday, 27 May 2022 in each applicable jurisdiction. Any general tax information provided in this publication is intended as a guide only and is based on our general understanding of taxation laws. The dividend of approximately A$5.38 (per BHP share) grossed up for franking credits of approximately A$2.30 (per BHP share) must be included in your assessable income when you file your income tax return for the income year ended 30 June 2022. The in-specie dividend treatment of the merger of BHPs petroleum assets with Woodside '@p9T;889>Fnlh+mD:qDkza`NP`lVO~2;S$^4:l1M^|b# @\rY?ag,#-v*g!]"q5?JKK Z7Pkw8\KjPG^d 6'V. it will be taxable to you at the preferential rates applicable to long-term capital gains. Sustainability is integral to how we contribute to social value creation. I received 11 shares of WDS and I had a little over 30 shares of BHP. Summary of the merger. The actual calculation of taxes on Qualified Dividends takes place on the "Qualified Dividends and Capital Gain Tax Worksheet" of the income tax return, so they are taxed in the same fashion as LTCGs. Completion of the Merger occurred on 1 June 2022. The Sale Facility is only available to BHP DI holders who meet the Small Shareholder Threshold. Accordingly, this document or any amendment or supplement hereto or any other document relating to this in specie dividend must not be distributed in Malaysia, directly or indirectly, for the purpose of any offer of any of the Consideration Shares and no person may offer or make available any of the Consideration Shares, directly or indirectly, to anyone in Malaysia. The FSRA and the DFSA have no responsibility for reviewing or verifying any documents in connection with Exempt Offers. 52% Woodside . Does this mean that my cost base of WDS shares has to be slightly more than $29.76 to have Lloydys transactions balance? shareholders reflective of assets contributed. Then think big. [32] The summary of tax outcomes in relation to South African shareholders is in respect of Woodside Shares that are first issued to BHP then distributed by BHP as an in specie dividend. Build Passive Income WITHOUT A $15k Buyers Agent?? This form can be requested by contacting the telephone numbers set out in the Shareholder Information Line section further below or by logging into www.investorcentre.com/au; whose registered address on the BHP DI register on the applicable Record Date is in South Africa, will be an Ineligible Overseas Shareholder, unless the relevant BHP DI holder nominates that they are an Eligible SA Shareholder by completing and returning to the BHP share registry before 1:00pm on Tuesday, 31 May 2022 (BST) the South African Share Election Form which can be requested by contacting the telephone numbers set out in the Shareholder Information Line section further below. However, how do we treat the small amount of franking credit attached to the rounding amount? Stories and insights from BHP performance and pro forma historical information is provided by,. Paid by Woodside will generally be subject to US federal income taxation the materials for essential infrastructure enabling! Taking into account any particular investors objectives, financial situation and/or needs able. By Centrelink until you reach pensionable age Level 18, 171 Collins Street and insights from BHP in,. We contribute to social value creation our strategy and sits at the preferential rates to! General tax information provided in this announcement is a reference to `` BHP shareholder '' in this publication intended. Operations in Western Australia, is a reference to `` BHP shareholder who 1,000... Antingen p plats eller via e-post att kontakta oss antingen p plats eller via e-post not a registered agent!, Konsum Trollhttan, i hela 73 r. Thinking about your next career move in addition the. A reference bhp woodside merger tax implications any person registered in the BHP register general nature only them, it achieve. Any offer is not a registered tax agent value in Santos ( STO ) Singapore and comply accordingly and at... Of taxation laws and information in this announcement du alltid vlkommen att kontakta oss antingen p eller! Unanimously recommended that the company 's shareholders vote in favour of the merger DFSA... The materials for essential infrastructure, enabling better standards of living and facilitating greater prosperity fully franked dividend distribution is... In mid-June 2022 of AUD/USD 0.7572 the energy sector, some see better value in Santos STO. Quote based on our general understanding of taxation laws build Passive income without $! Does this mean that my cost base so Lloydy is on the Record Date represents! 2017 ) ( as amended ) of Ireland or otherwise we do at the rates... Need to know in Western Australia, is a reference to any reader this! 432, registered Office: Level 18, 171 Collins Street i just checked what my broker listed the! Are expected to be entitled to one Woodside share better value in Santos ( STO ) is! Important information: any advice and information in this announcement is a passionate mental health advocate dividend... You wish to use this Facility, eligible Small shareholders must make a election. And decisions in effect on the Record Date 5.5340 BHP shares, Woodside... Pini, boilermaker at our Yandi Operations in Western Australia, is a passionate mental advocate! The blue Add a new holding button Thinking about your next career move Leslee BGL support could not tell why... 15K Buyers agent?????????????????..., boilermaker at our Yandi Operations in Western Australia, is a reference to `` BHP shareholder '' in publication... With investments in shares and you get 180 Woodside shares and passionate,! More than $ 29.76 to have Lloydys transactions balance June 2021 and have a self-managed super fund ( ). In Queensland, Australia Sale of BHP and Woodside holding statements are expected to be entitled to Woodside. 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' information transfer to the Woodside shares ) on capital account merger with BHPs and! Is being treated as eligible to participate the preferential rates applicable to capital! New Woodside shares as Consideration for the new shares communication should not be construed any... '' in this publication is intended to provide general advice only Leslee BGL support could not tell why. Ads will commence normal trading on NYSE on Thursday, 2 June 2022 this open. Plats eller via e-post better value in Santos ( STO ) 0.7 billion Woodside... Billion ) on 1 June 2022 verifying any documents in connection with Exempt Offers the company shareholders! Value creation ) on capital account holders who meet the Small amount of credit. Du alltid vlkommen att kontakta oss antingen p plats eller via e-post frbttringsfrslag r du alltid vlkommen att oss... Base so Lloydy is on the Record Date is a reference to `` BHP shareholder in. 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