TIDM17YJ
RNS Number : 3596Z
BHP Billiton Finance Limited
17 September 2020
NEWS RELEASE
Release Time IMMEDIATE
Date 17 September 2020
Release Number 14
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's subordinated note repurchase plan - pricing and early
acceptance of Tenders
BHP announced today the pricing and early acceptance of Tenders
pursuant to 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 pricing and early acceptance
of Tenders pursuant to 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.
Pricing and early acceptance
The Early Tender Deadline for the Offers was 5:00 p.m., New York
time, on 16 September 2020 (the "Early Tender Deadline") and
pricing of the Offers took place at or around 10:00 a.m., New York
time today, 17 September 2020.
The table below contains a summary of the final pricing of the
Offers and the principal amount of Notes the Companies have
accepted for purchase pursuant to the Offers following the Early
Tender Deadline.
Notes ISIN Principal Acceptance Reference Fixed Early Late Pro-Rating Final Acceptance Principal
amount Priority Yield Spread Consideration Consideration Factor Amount amount
outstanding Level outstanding
after Early
Settlement
Date
US055451AX66
(Rule 144A)
US /
Dollar USQ12441AB91 170 $1,230.38 per
Notes (Reg S) US $2,250,000,000 1 0.263% bps $1,000 N/A N/A US $1,504,232,000 US$745,768,000
------------- ----------------- ---------- --------- ------ ------------- ------------- ---------- ----------------- --------------
Euro 150 EUR1,182.01
Notes XS1309436910 EUR750,000,000 2 -0.451% bps per EUR1,000 N/A 9.4971% EUR35,267,000 EUR714,733,000
------------- ----------------- ---------- --------- ------ ------------- ------------- ---------- ----------------- --------------
The FX Rate at the Pricing Time was EUR1.00 = US $1.1808.
Offer Cap, Acceptance Priority Levels and Pro-Rating Factors
The Tenders validly submitted and not withdrawn by the Early
Tender Deadline exceeded the Offer Cap of US$1,900,000,000.
As further described in the Tender Offer Memorandum, the
aggregate principal amount of each Series that will be purchased
pursuant to the Offers has been determined in accordance with the
Acceptance Priority Levels, with Acceptance Priority Level 1 being
the highest and Acceptance Priority Level 2 being the lowest. The
Companies have accepted all US Dollar Notes validly tendered
pursuant to the relevant Offer, having Acceptance Priority Level 1,
before any validly tendered Euro Notes, having Acceptance Priority
Level 2.
As the total am ount payable (excluding Accrued Interest) for
validly tendered Euro Notes would (together with the total amount
payable (excluding Accrued Interest) for validly tendered US Dollar
Notes), if all such Euro Notes were purchased, exceed the Offer
Cap, the Euro Notes have been accepted on a pro-rata basis such
that total amount payable (excluding Accrued Interest) for all
Notes validly tendered in the Offers and accepted for purchase does
not exceed the Offer Cap. The Pro-Rating Factor applied to the Euro
Notes is set out in the table above.
The total Final Acceptance Amount (in the case of the Euro
Notes, by converting the principal amount of Euro Notes validly
tendered and accepted for purchase pursuant to the relevant Offer
into US Dollars at the FX Rate) is US$ 1,545,875,273.60.
Although the Offers are scheduled to expire at 11:59 p.m., New
York time, on 30 September 2020, as the Offer Cap has been reached
by the Early Tender Deadline, no Notes tendered after the Early
Tender Deadline will be purchased pursuant to the Offers regardless
of the Acceptance Priority Level of such Notes.
Early Settlement
The Early Settlement Date for the Notes accepted for purchase
pursuant to the Offers, as set out in the above table, is expected
to be 21 September 2020, the third Business Day after the Early
Tender Deadline. Holders will also receive Accrued Interest on the
Notes validly tendered and accepted for purchase in the Offers from
(and including) the immediately preceding interest payment date for
such Notes to (but excluding) the Early Settlement Date, in each
case determined in accordance with the terms and conditions of the
relevant Series.
Notes not accepted for purchase will be promptly returned to the
tendering Holders or, in the case of Notes tendered by book-entry
transfer, such Notes will be promptly credited to the account
maintained at the relevant Clearing System from which Notes were
delivered.
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. 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.
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 .
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) Dow Jones Newswires
September 17, 2020 12:55 ET (16:55 GMT)
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