TIDM17YJ
RNS Number : 3308Z
BHP Billiton Finance Limited
17 September 2020
NEWS RELEASE
Release Time IMMEDIATE
Date 17 September 2020
Release Number 13
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE "LEGAL NOTICES" BELOW).
Early results in BHP's subordinated note repurchase plan
BHP announced today the early results of its global
multi-currency subordinated note repurchase plan.
BHP Billiton Finance (USA) Limited ("BHPB Finance (USA)
Limited") and BHP Billiton Finance Limited ("BHPB Finance Limited"
and, together with BHPB Finance (USA) Limited, the "Companies" and
each a "Company") today announced the early results of BHP's global
multi-currency subordinated note repurchase plan, announced on 2
September 2020, which includes:
(a) an invitation by BHPB Finance (USA) Limited to eligible
holders of its outstanding US$2,250,000,000 6.750 per cent.
Subordinated Non-Call 10 Fixed Rate Reset Notes due 2075 guaranteed
by BHP Group Limited and BHP Group Plc (the "Parent Companies")
(ISIN: US055451AX66 (Rule 144A) / USQ12441AB91 (Reg S)) (the "US
Dollar Notes"); and
(b) an invitation by BHPB Finance Limited to eligible holders of
its outstanding EUR750,000,000 5.625 per cent. Subordinated
Non-Call 9 Fixed Rate Reset Notes due 2079 guaranteed by BHP Group
Limited and such Notes and such guarantee being guaranteed by BHP
Group Plc (ISIN: XS1309436910) (the "Euro Notes"; the Euro Notes
and the US Dollar Notes each being a "Series", and any notes within
any such Series being the "Notes", and the eligible holders of any
Notes, the "Holders"),
to offer to tender such Notes for repurchase by the relevant
Company for cash (together, the "Offers"), on the terms and
conditions set out in a tender offer memorandum dated 2 September
2020 prepared by the Companies in connection with the Offers (the
"Tender Offer Memorandum") . Capitalised terms not defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
The Early Tender Deadline for the Offers was 5:00 p.m., New York
time, on 16 September 2020 (the "Early Tender Deadline"). The
Withdrawal Deadline was 5:00 p.m., New York time, on 16 September
2020. As a result, tendered Notes may no longer be withdrawn,
except in certain limited circumstances as detailed further in the
Tender Offer Memorandum.
As at the Early Tender Deadline, the aggregate principal amount
of the Notes validly tendered and not withdrawn by Holders was:
(a) pursuant to the Offer made in respect of the US Dollar
Notes, US$1,504,232,000, representing 66.85 per cent. of the total
aggregate principal amount of the US Dollar Notes; and
(b) pursuant to the Offer made in respect of the Euro Notes,
EUR469,771,000, representing 62.64 per cent. of the total aggregate
principal amount of the Euro Notes.
The Tenders validly submitted and not withdrawn by the Early
Tender Deadline exceeded the Offer Cap of US$1,900,000,000.
The Companies hereby announce their indicative and non-binding
intention (subject to confirmation by the Companies in their sole
and absolute discretion) to accept valid tenders of Notes in the
Series as set out in the table below. A Pro Rating Factor is
expected to be applied to the Euro Notes and a non-binding
indication is detailed in the table below. The below indications
are based upon the Reference Yields and FX Rate as of at or around
10:00 a.m., New York time, on 16 September 2020; since the Offer
Cap is based upon the total amount paid to purchase Notes pursuant
to the Offers, Holders should note that the amount of each Series
and each Pro-Rating Factor will be subject to, amongst other
things, the actual Reference Yields and FX Rate as of the Pricing
Time. As such, the below values should be treated as indications
only.
Notes ISIN Principal Acceptance Aggregate Indicative and Indicative and
amount Priority Level principal amount non-binding non-binding
outstanding validly tendered principal amount Pro-Rating
by Early Tender to be Factor
Deadline accepted(1)
US Dollar Notes US055451AX66 US $2,250,000,000 1 US$1,504,232,000 US$1,504,232,000 N/A
(Rule 144A) /
USQ12441AB91
(Reg S)
-------------- ----------------- -------------- ---------------- ---------------- --------------
Euro Notes XS1309436910 EUR750,000,000 2 EUR469,771,000 EUR35,221,000 9.48%
-------------- ----------------- -------------- ---------------- ---------------- --------------
(1) The Final Acceptance Amount in respect of the Early
Settlement Date shall be announced after the Pricing Time.
Pricing and early acceptance
Pricing of the Offers will take place at or around 10:00 a.m.,
New York time today, 17 September 2020. As soon as practicable
after the Pricing Time, the Companies will announce their decision
to accept valid Tenders for purchase on the Early Settlement Date
and, if so accepted: (i) the Reference Yield, the Early
Consideration and the Late Consideration for each Series; (ii) the
FX Rate; (iii) the Final Acceptance Amount in respect of the Early
Settlement Date; (iv) the allocation of the Final Acceptance Amount
in respect of the Early Settlement Date between each Series (which
will be determined using the Acceptance Priority Levels); (v) any
Pro-Rating Factor in respect of the Notes settled on the Early
Settlement Date (if applicable); (vi) the aggregate principal
amount of Notes in each Series that will remain outstanding after
the Early Settlement Date; and (vii) the aggregate amount of
capacity (if any) pursuant to the Offer Cap remaining for any
Tenders submitted after the Early Tender Deadline and at or prior
to the Expiration Deadline.
Unless stated otherwise in the Tender Offer Memorandum, all
announcements in connection with the Offers will be made in
accordance with applicable law: (i) by publication through RNS,
(ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants, (iii) on the relevant Reuters
Insider Screen, (iv) by the issue of a press release to a Notifying
News Service or on the BHP Group website; and/or (v) obtainable
from the Tender and Information Agent, the contact details for
which are below. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Holders are urged
to contact the Tender and Information Agent for the relevant
announcements during the course of the Offers. In addition, Holders
may contact the Lead Dealer Managers for information regarding the
Offers using the contact details set out below.
Further Information
Holders may contact the Lead Dealer Managers or the Tender and
Information Agent using the contact details below:
LEAD DEALER MANAGERS
Deutsche Bank AG, London Branch Merrill Lynch International
Winchester House 2 King Edward Street
1 Great Winchester Street London, EC1A 1HQ
London EC2N 2DB United Kingdom
United Kingdom Telephone (London): +44 20 7996
Telephone (London): +44 (0) 20 5420
7545 8011 Telephone (U.S. Toll Free): +1
Telephone (US Toll Free): +1 (866) (888) 292 0070
627 0391 Telephone (U.S.): +1 (980) 387
Telephone (US): +1 (212) 250 2955 3907
Attention: Liability Management Attention: Liability Management
Group Group
Email: DG.LM-EMEA@bofa.com
In respect of the Offer for the In respect of the Offer for the
US Dollar Notes: Euro Notes:
J.P. Morgan Securities LLC J.P. Morgan Securities plc
383 Madison Avenue 25 Bank Street
New York, New York 10179 London E14 5JP
United States of America United Kingdom
Telephone (U.S. Toll-Free): (866) Telephone: +44 20 7134 2468
834-4666 Attention: Liability Management
Telephone (U.S. Collect): (212) Email: liability_management_EMEA@jpmorgan.com
834-3424
Attention: Liability Management
Group
TER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Attention: David Shilson / Owen Morris
Phone: +44 (0)20 7704 0880
Email: bhp@lucid-is.com
Legal notices
This announcement must be read in conjunction with the Tender
Offer Memorandum. The Tender Offer Memorandum contains important
information which must be read carefully before any decision is
made with respect to the Offers described in this announcement. If
any Holder is in any doubt about any aspect of the Offers and/or
the action it should take, it is recommended to seek its own legal,
tax and financial advice from its stockbroker, bank manager,
counsel, accountant or other independent adviser. Any Holder whose
Notes are held on its behalf by a bank, securities broker or other
intermediary must contact such entity if it wishes to offer to
tender such Notes pursuant to the Offers. The Dealer Managers are
acting exclusively for the Companies and no one else in connection
with the arrangements described in this announcement and the Tender
Offer Memorandum and will not be responsible to any Holder for
providing the protections which would be afforded to customers of
the Dealer Managers or for advising any other person in connection
with the Offers.
This announcement is for informational purposes only and is
neither an offer to purchase nor the solicitation of an offer to
sell any of the securities described herein, and neither this
announcement nor the Tender Offer Memorandum constitutes an offer
or invitation to participate in the Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such offer or invitation or for there to be such participation
under applicable laws. The distribution of this announcement and
the Tender Offer Memorandum, and the transactions contemplated by
the Offers, may be restricted in certain jurisdictions by law.
Persons into whose possession the Tender Offer Memorandum comes are
required by BHPB Finance Limited, BHPB Finance (USA) Limited, the
Parent Companies, the Dealer Managers and the Tender and
Information Agent to inform themselves about and to observe any
such restrictions. The materials relating to the Offers, including
this announcement, do not constitute, and may not be used in
connection with, an offer or solicitation in any place where, or
from any person to or whom, offers or solicitations are not
permitted by law.
None of the Companies, the Parent Companies, the Dealer Managers
or the Tender and Information Agent or any of their respective
directors, employees or affiliates make any representation or
recommendation whatsoever regarding this announcement, the Tender
Offer Memorandum or the Offers or whether any Holder should submit
Tenders or refrain from doing so, and no one has been authorised by
any of them to make any such recommendation. None of the Companies,
the Parent Companies, the Dealer Managers or the Tender and
Information Agent (or any of their respective directors, officers,
employees, agents or affiliates) is providing Holders with any
legal, business, tax or other advice in this announcement and/or
the Tender Offer Memorandum. Each Holder must make its own decision
as to whether to submit Tenders or refrain from doing so and, if it
wishes to submit a Tender, the principal amount of Notes to
tender.
NEITHER THIS ANNOUNCEMENT NOR THE TER OFFER MEMORANDUM HAS BEEN
REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY
IN THE UNITED STATES, THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC
AREA, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY
SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS ANNOUNCEMENT NOR THE TER OFFER MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL
OFFENCE.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
Section 21 of the Financial Services and Markets Act 2000 (as
amended). Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general
public in the United Kingdom, and are only for circulation to
persons to whom they can lawfully be circulated outside the United
Kingdom or to persons within the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order")), or within Article 43(2) of
the Order, or within Article 49(2)(a) to (d) of the Order, or to
other persons to whom it may lawfully be communicated in accordance
with the Order (such persons together being the "Relevant
Persons"). Each of this announcement and the Tender Offer
Memorandum is only available to Relevant Persons and the
transaction contemplated therein will be available only to, or
engaged in only with, Relevant Persons, and no person other than
Relevant Persons should act on or rely on this announcement, the
Tender Offer Memorandum or any of its contents.
Australia
No prospectus or other disclosure document (as defined in the
Corporations Act 2001 (Cth) ("Corporations Act")) in relation to
the Offers has been or will be lodged with the Australian
Securities and Investments Commission ("ASIC") or any other
regulatory authority in Australia and the Tender Offer Memorandum
does not comply with Division 5A of Part 7.9 of the Corporations
Act.
No offers or applications will be made or invited for the
purchase of any or all Notes in Australia (including an offer or
invitation which is received by a person in Australia).
This announcement, the Tender Offer Memorandum and any other
offering material or advertisement relating to any or all Notes
will not be distributed or published in Australia, unless: (i) such
action complies with all applicable laws, directives and
regulations (including, without limitation, the licensing
requirements set out in Chapter 7 of the Corporations Act); (ii)
such action does not require any document to be lodged with ASIC or
any other regulatory authority in Australia; and (iii) the offer or
invitation is made in circumstances specified in Corporations
Regulation 7.9.97.
If you are a resident of Australia, you have been sent the
Tender Offer Memorandum on the basis that you are a wholesale
client for the purposes of Section 761G of the Corporations Act or
otherwise a person to whom disclosure is not required under Part
6D.2 or Chapter 7 of the Corporations Act.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.
Therefore, the Offers may only be carried out in the Republic of
Italy pursuant to an exemption under article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders of each Series of Notes that are resident and/or
located in the Republic of Italy may tender their Notes through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and the Offers.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France. This announcement and the Tender
Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to
qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer
Memorandum has been nor will be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.
General
Neither this announcement, the Tender Offer Memorandum nor any
other materials relating to the Offers constitutes an offer to buy
or the solicitation of an offer to sell Notes (and Tenders will not
be accepted from Holders) in any circumstances in which such offer
or solicitation is unlawful. If a jurisdiction requires that the
Offers be made by a licensed broker or dealer and any of the Dealer
Managers or any of their respective affiliates is a licensed broker
or dealer in that jurisdiction, the Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on
behalf of the Companies in that jurisdiction .
Each Holder wishing to submit a Tender will be deemed to give
certain agreements, acknowledgements, representations, warranties
and undertakings in respect of the jurisdictions referred to above
and generally as set out in the Tender Offer Memorandum. Any Tender
from a Holder that is unable to make these agreements,
acknowledgements, representations, warranties and undertakings will
not be accepted. Each of BHPB Finance Limited, BHPB Finance (USA)
Limited, the Parent Companies, the Dealer Managers and the Tender
and Information Agent reserves the right, in its absolute
discretion, to investigate, in relation to any Tender, whether any
such representation and warranty given by a Holder is correct and,
if such investigation is undertaken and as a result the Companies
determine (for any reason) that such representation is not correct,
such tender shall not be accepted. None of BHPB Finance Limited,
BHPB Finance (USA) Limited, the Parent Companies, the Dealer
Managers and the Tender and Information Agent is under any
obligation to make such an investigation.
Further information on BHP can be found at: bhp.com
Authorised for lodgement by:
Caroline Cox
Group General Counsel & Company
Secretary
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: Tel: +61 3 9609 2222 Mobile:
+61 411 071 715 + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows Elisa Morniroli
Tel: +44 20 7802 7484 Mobile: Tel: +44 20 7802 7611 Mobile:
+44 7786 661 683 +44 7825 926 646
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: Tel: +1 713 296 7919 Mobile:
+1 713 299 5342 +1 832 870 7677
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, Registered Office: Nova South,
171 Collins Street 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 Tel +44 20 7802 4000 Fax +44
3 9609 3015 20 7802 4111
Members of the BHP Group which is
headquartered in Australia
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END
MSCLRMBTMTJBBJM
(END) Dow Jones Newswires
September 17, 2020 07:35 ET (11:35 GMT)
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