TIDM17YJ
RNS Number : 3595G
BHP Billiton Finance Limited
24 November 2020
NEWS RELEASE
Release Time IMMEDIATE
Date 24 November 2020
Release Number 23/20
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).
Results of BHP's subordinated note repurchase plan
BHP announced today the 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 results of BHP's global
multi-currency subordinated note repurchase plan, announced on 13
November 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)) (CUSIP:
055451AX6 / Q12441AB9), of which US$745,768,000 in principal amount
of such Notes was outstanding as at the Launch Date (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), of which EUR714,733,000 in
principal amount of such Notes was outstanding as at the Launch
Date (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 any and all of their 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 13
November 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.
Results of Offers
The Expiration Deadline for the Offers was 5:00 p.m., New York
City time, on 23 November 2020 (the "Expiration Deadline"). The
Withdrawal Deadline was 5:00 p.m., New York City time, on 23
November 2020. As a result, tendered Notes may no longer be
withdrawn.
The table below contains a summary of the principal amount of
Notes the Companies have accepted for purchase pursuant to the
Offers following the Expiration Deadline, being all Notes validly
tendered and not withdrawn by Holders by the Expiration
Deadline.
Notes ISIN / CUSIP Principal Final Acceptance Principal amount
amount outstanding as Amounts(1) outstanding after
at Launch Date Settlement Date(1)
US Dollar Notes US055451AX66 (Rule 144A) US$745,768,000 US$ 492,709,000 US$ 253,059,000
/ 055451AX6 (CUSIP)
USQ12441AB91 (Reg S) /
Q12441AB9 (CUSIP)
------------------------ ----------------------- ------------------------ -----------------------
Euro Notes XS1309436910 EUR714,733,000 EUR461,102,000 EUR253,631,000
------------------------ ----------------------- ------------------------ -----------------------
(1) Assuming that all Notes tendered pursuant to the Guaranteed
Delivery Procedures are validly delivered by the Guaranteed
Delivery Deadline. The aggregate principal amount of US Dollar
Notes tendered pursuant to the Guaranteed Delivery Procedures is
US$1,500,000. No amount of Euro Notes were tendered pursuant to the
Guaranteed Delivery Procedures.
Holders who tendered their Notes pursuant to the Guaranteed
Delivery Procedures set out in the Tender Offer Memorandum must
deliver such Notes no later than 5:00 p.m. (New York City time) on
the second Business Day after the Expiration Deadline, being 25
November 2020 (such applicable date and time, the "Guaranteed
Delivery Deadline").
Payment for the Notes validly tendered and accepted for purchase
(and, in the case of Notes tendered pursuant to the Guaranteed
Delivery Procedures, validly delivered by the Guaranteed Delivery
Deadline) will be made on the Settlement Date, expected to be 27
November 2020, the third Business Day after the Expiration
Deadline.
The Companies have an option to redeem remaining Notes of a
Series at par plus any accrued but unpaid interest following the
purchase of at least 80 per cent. of the aggregate principal amount
of Notes of such Series issued on the "Issue Date" for such
Series
As detailed further in the Tender Offer Memorandum, the terms
and conditions of each Series allow the relevant Company (subject
to applicable laws) to redeem the Notes in that Series early (in
whole but not in part), at their outstanding principal amount plus
any accrued but unpaid interest, if a "Substantial Repurchase
Event" occurs, meaning at least 80 per cent. of the aggregate
principal amount of the Notes of such Series issued on the "Issue
Date" for such Series has been purchased by or on behalf of the
relevant Company and certain related parties of the relevant
issuing Company.
Following settlement :
(a) 88.75 per cent. of the total aggregate principal amount of
the US Dollar Notes issued on the "Issue Date" for such Series will
have been purchased by BHPB Finance (USA) Limited assuming that all
US Dollar Notes tendered pursuant to the Guaranteed Delivery
Procedures are validly delivered by the Guaranteed Delivery
Deadline or 88.69 per cent. of the total aggregate principal amount
of the US Dollar Notes issued on the "Issue Date" excluding any US
Dollar Notes tendered pursuant to the Guaranteed Delivery
Procedures ; and
(b) 66.18 per cent. of the total aggregate principal amount of
the Euro Notes issued on the "Issue Date" for such Series will have
been purchased by BHPB Finance Limited.
Accordingly, at such time, a "Substantial Repurchase Event" will
have been triggered in respect of the US Dollar Notes and it is the
current intention of BHPB Finance (USA) Limited to redeem the
remaining US Dollar Notes at their outstanding principal amount
plus any accrued but unpaid interest, in accordance with the US
Dollar Notes' terms and conditions, following settlement of the
Offer for US Dollar Notes. However, BHPB Finance (USA) Limited is
not under any obligation to make any such redemption and BHPB
Finance (USA) Limited's intention to do so may change at any time
and for any reason.
BHPB Finance Limited may choose to acquire outstanding Euro
Notes by way of open market purchases from time to time, but is
under no obligation to make any such open market purchases. In
addition, if such open market purchases are made and a "Substantial
Repurchase Event" is triggered in respect of the Euro Notes, BHPB
Finance Limited is not under any obligation to make any redemption
pursuant to the terms and conditions of the Euro Notes.
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 Euro In respect of the Offer for US
Notes: Dollar Notes:
UBS AG London Branch UBS Securities LLC
5 Broadgate 1285 Avenue of the Americas
London EC2M 2QS New York, New York 10019
United States of America
Telephone: +44 20 7568 1121 U.S. Toll Free: +1 (888) 719-4210
Attention: Liability Management Collect: +1 (203) 719-4210
Group In Europe: +44 20 7568 1121
Email: ol-liabilitymanagement-eu@ubs.com Attention: Liability Management
Group
Email: ol-liabilitymanagement-eu@ubs.com
TER AND INFORMATION AGENT
D.F. King
Offer Website: www.dfking.com/bhp
Email: bhp@dfking.com
In New York: In London:
48 Wall Street 65 Gresham Street
New York, NY 10005 London EC2V 7NQ
Fax: +1 (212) 709-3328 United Kingdom
Banks and Brokers Call: +1 (212) Tel: +44 20 7920 9700
269-5550
All Others Call: +1 (866) 829-0135
Legal notices
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or sell any
securities is being made pursuant to this announcement.
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, 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.
NEITHER THIS ANNOUNCEMENT NOR THE TENDER 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 TENDER OFFER MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL
OFFENCE.
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 James Bell
Tel: +44 20 7802 7484 Mobile: Tel: +44 20 7802 7144 Mobile:
+44 7786 661 683 +44 79 61 636 432
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
MSCGZMZMFDNGGZM
(END) Dow Jones Newswires
November 24, 2020 08:13 ET (13:13 GMT)
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