TIDM17YJ
RNS Number : 8301X
BHP Billiton Finance Limited
02 September 2020
NEWS RELEASE
Release Time IMMEDIATE
Date 2 September 2020
Release Number 10/20
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).
BHP launches subordinated note repurchase plan
BHP announced today that the Board has approved a global
multi-currency subordinated note repurchase plan, targeting US
dollar and euro subordinated notes issued in 2015 and subject to an
aggregate cash spend cap of US$1.9 billion (excluding accrued
interest). The multi-currency plan, which shall be funded from
surplus cash, aims to reduce the Group's gross debt balance, reduce
associated interest costs and enhance the Group's capital
structure.
In conjunction with the repurchase plan, BHP intends to redeem
the US$1,000,000,000 6.250 per cent. Subordinated Non-Call 5 Fixed
Rate Reset Notes due 2075, issued by BHPB Finance (USA) Limited, on
their First Reset Date on 19 October 2020 in accordance with the
terms and conditions of those notes, also using available cash.
Further announcements will be made as regards such redemption in
due course.
Subject to the Companies acquiring the remaining Notes of any
Series if a "Substantial Repurchase Event" is triggered as set out
below, it is expected that the remaining subordinated notes will
continue to be part of the Companies' debt profile following the
Offers and redemption, though in a reduced quantum.
Overview of Offers
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:
(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 the 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") .
The Offers are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum. For
detailed terms of, and information on the procedures for
participating in, the Offers, please refer to the Tender Offer
Memorandum, copies of which are (subject to the distribution
restrictions) available from the Tender and Information Agent as
set out below.
Notes purchased in the Offers are intended to be retired and
cancelled.
Capitalised terms not defined in this announcement have the
meanings given to them in the Tender Offer Memorandum.
The following table sets forth certain information relating to
the pricing for the Offers.
Notes ISIN Principal Coupon to First Acceptance Early Fixed Reference Hypothetical Bloomberg Offer Cap
amount First Reset Priority Tender Spread Security or Early Reference
outstanding Optional Date Level Payment (1) Reference Consideration Page
Redemption (1) Interpolated (2)
Date Rate
US US055451AX66 US $2,250,000,000 6.750% 20 1 US$50 per 170 0.25% U.S. US$1,230.00 FIT1 The total amount
Dollar (Rule 144A) / October US$1,000 bps Treasury per US$1,000 paid in respect
Notes USQ12441AB91 2025 Security due of Notes
(Reg S) 31 August purchased
2025 (excluding, for
this purpose,
Accrued
Interest) shall
not, when
converted, if
applicable, into
US dollars at the
FX Rate, exceed
US$1,900,000,000,
all as further
described in the
Tender Offer
Memorandum.
------------- ----------------- ---------- ------- ---------- --------- ------ ------------ ------------- --------- -----------------
Interpolated
22 Euro
Euro October EUR50 per 150 Mid-Swap EUR1,179.75
Notes XS1309436910 EUR750,000,000 5.625% 2024 2 EUR1,000 bps Rate per EUR1,000 ICAE1
------------- ----------------- ---------- ------- ---------- --------- ------ ------------ ------------- --------- -----------------
(1) The Early Consideration shall be calculated from the
applicable Fixed Spread and includes the Early Tender Payment. The
Late Consideration (defined below) in respect of Notes of each
relevant Series will be calculated by deducting the Early Tender
Payment from the Early Consideration (defined below). See the
Tender Offer Memorandum for further details.
(2) For illustrative purposes only, a hypothetical Early
Consideration for each Series is set out in the table above, based
upon a hypothetical Pricing Time as at 10.00 a.m. (New York time)
on 1 September 2020, where the hypothetical US Dollar Notes
Reference Yield was 0.270 per cent. and the hypothetical
Interpolated Euro Mid-Swap Rate was -0.400 per cent., and assuming
an Early Settlement Date of 21 September 2020. Holders should note
that the actual Early Consideration for each Series determined in
the manner described in the Tender Offer Memorandum could differ
significantly from the hypothetical Early Consideration for each
Series set out in the table above .
The Offers will commence on 2 September 2020 and will expire,
unless terminated earlier, at 11:59 p.m. (New York time) on 30
September 2020 or at such other date or time to which the Offers
may be extended, reopened, amended and/or terminated as provided in
the Tender Offer Memorandum (such applicable date and time, the
"Expiration Deadline").
Holders that validly tender their Notes and do not validly
withdraw their Notes, at or prior to 5:00 p.m. (New York time) on
16 September 2020 as may be extended or otherwise amended by the
Companies (such applicable date and time, the "Early Tender
Deadline") will be eligible to receive the Early Consideration
(defined below), which includes the Early Tender Payment, plus
Accrued Interest. Holders that validly tender their Notes after the
Early Tender Deadline and at or prior to the Expiration Deadline
will only be eligible to receive the Late Consideration (defined
below) plus Accrued Interest. Notes tendered may be withdrawn at
any time prior to or at 5:00 p.m. (New York time) on 16 September
2020, as may be extended or otherwise amended by the Companies
(such applicable date and time, the "Withdrawal Deadline") but not
thereafter (other than in the limited circumstances set out in the
Tender Offer Memorandum).
The relevant deadlines set by any intermediary or Clearing
System will be earlier than these deadlines. Except in the limited
circumstances described in the Tender Offer Memorandum, Notes
tendered prior to the Withdrawal Deadline may be withdrawn any time
prior to or at the Withdrawal Deadline but following the Withdrawal
Deadline, a Tender Instruction will be irrevocable. Tender
Instructions must be submitted in respect of a minimum principal
amount of Notes of the relevant Series of no less than the Minimum
Denomination for such Series, and may be submitted in integral
multiples of US$1,000 or EUR1,000, as applicable.
The Offers are subject to the satisfaction of certain
conditions, as set forth in the Tender Offer Memorandum.
Offer Cap
If the Companies (or one of the Companies, as the case may be)
decide to accept any Notes for purchase pursuant to the Offers,
they propose to accept for purchase pursuant to the relevant
Offer(s) an aggregate principal amount of Notes such that the total
amount payable for all Notes accepted for purchase pursuant to the
relevant Offer(s) (excluding Accrued Interest) is no greater than
the cash amount equal to US$1,900,000,000 (with any euro amounts
being converted into US dollars at the FX Rate at the Pricing Time
in accordance with the terms set out in the Tender Offer
Memorandum), although the Companies reserve the right (acting
together), but are under no obligation, to increase or decrease
such amount in respect of the Offers at any time, subject to
applicable law (the "Offer Cap"), which, in the event of an
increase, could result in the Companies purchasing a greater
aggregate principal amount of Notes in the Offers.
Priority of Acceptance and Pro-Ration
Subject to the Offer Cap and the pro-ration arrangements
described in the next paragraph, the aggregate principal amount of
each Series that is purchased pursuant to the Offers will be
determined in accordance with the Acceptance Priority Levels, with
Acceptance Priority Level 1 being the highest and Acceptance
Priority Level 2 being the lowest. All US Dollar Notes validly
tendered pursuant to the relevant Offer, having Acceptance Priority
Level 1, will be accepted before any validly tendered Euro Notes,
having Acceptance Priority Level 2; however, if the Companies
purchase Notes on the Early Settlement Date, all Notes validly
tendered prior to or at the Early Tender Deadline will have
priority over Notes tendered after the Early Tender Deadline,
regardless of the Acceptance Priority Levels of such later tendered
Notes. Notes validly tendered and purchased on the same Settlement
Date shall be purchased in accordance with the Acceptance Priority
Levels.
If the total amount payable (excluding Accrued Interest) for
validly tendered Notes with the same Acceptance Priority Level
would (together with the total amount payable (excluding Accrued
Interest) for any validly tendered Notes with a higher Acceptance
Priority Level, where applicable), if purchased, exceed the Offer
Cap, such Notes will be purchased on a pro-rata basis such that
total amount payable (excluding Accrued Interest) for all Notes
validly tendered in the Offers and accepted for purchase does not
exceed the Offer Cap, as further described in the Tender Offer
Memorandum. If the purchase of all Notes validly tendered prior to
or at the Early Tender Deadline would result in an aggregate amount
payable (excluding, for this purpose, Accrued Interest) that would
equal or exceed the Offer Cap, then no Notes tendered after the
Early Tender Deadline will be purchased pursuant to the Offers
regardless of the Acceptance Priority Level of such Notes, unless
the Companies increase the Offer Cap (acting together, in their
sole discretion).
The Companies have an option to redeem remaining Notes of a
Series at par plus any accrued but unpaid interest following the
purchase of 80 per cent. of such Series of Notes
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 issuing Company and certain related
parties of the relevant issuing Company. Such redemption will be
subject to giving not less than 30 days' irrevocable notice.
It is the current intention of each Company to acquire the
remaining Notes of any Series in accordance with the Series' terms
and conditions if a "Substantial Repurchase Event" is triggered in
respect of such Series by the purchase of any Notes pursuant to the
relevant Offer(s). However, no Company is under any obligation to
make any such acquisition and each Company's intention to do so may
change at any time and for any reason. No assurance can be given
that the 80 per cent. threshold described above will or will not be
met in respect of any Series of Notes.
Early Consideration, Late Consideration and Accrued Interest
The amount in cash to be paid by the relevant Company for each
US$1,000 or EUR1,000 (as applicable) in principal amount of each
Series validly tendered pursuant to the relevant Offer prior to or
at the Early Tender Deadline and accepted for purchase by the
relevant Company shall be an amount (rounded to the nearest cent,
with US$0.005 and EUR0.005 (as applicable) being rounded upwards)
that would reflect, as of the Early Settlement Date, a yield to the
First Reset Date of such Series equal to the sum of: (i) the
Reference Yield for such Series, plus (ii) the Fixed Spread for
such Series set out in the above table (in respect of each Series,
the "Early Consideration"). The Reference Yield will be determined
at the Pricing Time on the Pricing Date with reference to, as
applicable, the Reference Security or Reference Interpolated Rate,
as shown in the above table.
Specifically, the Early Consideration for each Series will equal
(i) the value of all remaining payments of principal and interest
on the relevant Series up to and including the applicable First
Reset Date (assuming all outstanding Notes of the relevant Series
are redeemed at their principal amount on the applicable First
Reset Date) discounted to the Early Settlement Date at a discount
rate equal to the sum of (x) the applicable Reference Yield plus
(y) the applicable Fixed Spread, minus (ii) Accrued Interest. The
Early Consideration for each Series, when calculated in the manner
set out above, includes the applicable Early Tender Payment listed
in the above table.
The amount in cash to be paid by the relevant Company for each
US$1,000 or EUR1,000 (as applicable) in principal amount of each
Series validly tendered pursuant to the relevant Offer after the
Early Tender Deadline but prior to or at the Expiration Deadline
and accepted for purchase by the relevant Company shall be an
amount (rounded to the nearest cent, with US$0.005 and EUR0.005 (as
applicable) being rounded upwards) equal to the Early Consideration
for the relevant Series minus an amount equal to the applicable
Early Tender Payment listed in the above table (in respect of each
Series, the "Late Consideration").
The Companies shall also pay Accrued Interest on all Notes
validly tendered and accepted for purchase pursuant to the relevant
Offer(s).
Summary Timetable
The following table sets out the expected dates and times of the
key events relating to each Offer. All references to dates and
times are to New York dates and times unless indicated otherwise.
The times and dates below are indicative only and subject to change
at the discretion of the relevant Company. In particular, the below
times and dates are subject to the right of the Companies to
extend, re-open, amend, and/or terminate either Offer (subject to
applicable law and as provided in the Tender Offer Memorandum).
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which withdrawal is permitted) withdraw
their instruction to participate in, the Offers by the deadlines
specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission and
withdrawal of a Tender will be earlier than the relevant deadlines
specified in the Tender Offer Memorandum.
Date Calendar Date and Time
Launch Date 2 September 2020
--------------------------------------------------
Early Tender Deadline 5:00 p.m., New York time, on 16 September
2020
--------------------------------------------------
Withdrawal Deadline 5:00 p.m., New York time, on 16 September
2020
--------------------------------------------------
Early Results Announcement Prior to the Pricing Time on the Pricing
Time Date
--------------------------------------------------
Pricing Date and At or around 10.00 a.m., New York time on
Time 17 September 2020, the first Business Day
after the Early Tender Deadline
--------------------------------------------------
Pricing and Early As soon as practicable after the Pricing
Acceptance Announcement Time
Time
--------------------------------------------------
Early Settlement Expected to be 21 September 2020, the third
Date Business Day after the Early Tender Deadline
--------------------------------------------------
Expiration Deadline 11:59 p.m., New York time, on 30 September
2020
--------------------------------------------------
Final Results Announcement Expected to be 1 October 2020, the first
Date Business Day after the Expiration Deadline,
or as soon as reasonably practicable thereafter,
provided that the purchase of all Notes
validly tendered prior to or at the Early
Tender Deadline would not result in an aggregate
amount payable (excluding, for this purpose,
Accrued Interest) that would equal or exceed
the Offer Cap
--------------------------------------------------
Final Settlement Expected to be 2 October 2020, the second
Date Business Day after the Expiration Deadline,
or as soon as reasonably practicable thereafter
--------------------------------------------------
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
MSCBGGDCRBGDGGD
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September 02, 2020 06:20 ET (10:20 GMT)
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