TIDMBLT
RNS Number : 9790X
BHP Billiton PLC
27 February 2017
NEWS RELEASE
Release
Time IMMEDIATE
Date 27 February 2017
Release
Number 7/17
BHP BILLITON ANNOUNCES PRICING OF ANY AND ALL OFFER
BHP Billiton announced today the pricing of the Any and All
Offer as part of its US$2.5 billion bond repurchase plan.
BHP Billiton Finance (USA) Limited (Company), a wholly-owned
subsidiary of BHP Billiton Limited, today announced the pricing as
set out in the table below of its previously announced tender offer
for any and all of its outstanding US$1,750,000,000 6.500% senior
notes due 2019 (Any and All Notes) (Any and All Offer).
Principal U.S. Treasury Bloomberg
Title CUSIP/ISIN Amount Reference Reference Fixed Total
of Security Number Outstanding Security Page Spread Consideration(a)
------------- -------------- ----------------- -------------- ----------- -------- ------------------
6.500%
senior 1.125%
notes 055451AH1/ U.S.T.
due 2019 US055451AH17 US$1,750,000,000 due 01/31/19 PX1 10 bps US$1,107.34
------------- -------------- ----------------- -------------- ----------- -------- ------------------
(a) Per US$1,000 principal amount. Total Consideration (as defined below), calculated on the basis
of pricing for the U.S. Treasury Reference Security as of 11:00 a.m., New York City time,
on 27 February 2017.
The Any and All Offer has been made pursuant to the terms and
conditions set forth in the offer to purchase, dated 21 February
2017 (Offer to Purchase), and the related letter of transmittal and
notice of guaranteed delivery (together, Tender Offer Documents).
Terms not defined in this announcement have the meanings given to
them in the Tender Offer Documents.
The Any and All Offer will expire at 5:00 p.m., New York City
time, on 27 February 2017 (such time and date, the Expiration
Date). Any and All Notes tendered may be withdrawn prior to or at,
but not after, 5:00 p.m., New York City time, on 27 February 2017.
Holders of Any and All Notes are required to validly tender and not
validly withdraw their Any and All Notes prior to or at the
Expiration Date to be eligible to receive the Total
Consideration.
The Any and All Offer is subject to the satisfaction of certain
conditions, as set forth in the Tender Offer Documents.
Legal Notices
This announcement is for informational purposes only and is not
an offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities. This
announcement does not describe all the material terms of the Any
and All Offer and no decision should be made by any Holder on the
basis of this announcement. The terms and conditions of the Any and
All Offer are described in the Offer to Purchase and the related
letter of transmittal and notice of guaranteed delivery. This
announcement must be read in conjunction with the Offer to
Purchase. The Offer to Purchase contains important information
which should be read carefully before any decision is made with
respect to the Any and All Offer. If any Holder is in any doubt as
to the contents of this announcement, or the Offer to Purchase, or
the action it should take, it is recommended to seek its own
financial and legal advice, including in respect of any tax
consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Any and All Notes are held
on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee must contact such entity if it wishes to tender
such Any and All Notes pursuant to the Any and All Offer.
None of the Company, the Guarantors, the Dealer Managers or
their affiliates, the Tender and Information Agent, the Any and All
Notes trustee or any of their respective affiliates makes any
recommendation, or has expressed an opinion, as to whether or not
Holders should tender their Any and All Notes, or refrain from
doing so, held by them pursuant to the Any and All Offer. Each
Holder should make its own decision as to whether to tender its Any
and All Notes and if so, the principal amount of the Any and All
Notes to tender.
The Company has not filed this announcement or the Offer to
Purchase with, and they have not been reviewed by, any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Any
and All Offer, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase
Any and All Notes in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer under
applicable securities or blue sky laws. The distribution of the
Offer to Purchase in certain jurisdictions is restricted by law.
Persons into whose possession the Offer to Purchase comes are
required by each of the Company, the Guarantors, the Dealer
Managers and the Tender and Information Agent to inform themselves
about, and to observe, any such restrictions.
United Kingdom. The communication of the Offer to Purchase and
any other documents or materials relating to the Any and All Offer
is not being made by, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000, as amended.
Accordingly, the Offer to Purchase and such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
the Offer to Purchase and such documents and/or materials as a
financial promotion is only being directed at and made to (i)
persons who are outside the United Kingdom, (ii) investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (Financial Promotion Order)), (iii) high net worth entities
and other parties falling within Article 49(2)(a) to (d) of the
Financial Promotion Order, or (iv) any other persons to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as Relevant Persons) and the transactions contemplated
herein will be available only to, and engaged in only with,
Relevant Persons. Any person who is not a Relevant Person should
not act on or rely on the Offer to Purchase 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 Tender Offers has been or will be lodged with the
Australian Securities and Investments Commission (ASIC) or any
other regulatory authority in Australia and the Offer to Purchase
does not comply with Division 5A of Part 7.9 of the Corporations
Act. In addition:
-- no offers or applications have been or will be made or
invited for the purchase of Any and All Notes in Australia
(including an offer or invitation which is received by a person in
Australia); and
-- the Offer to Purchase and any other offering material or
advertisement relating to Any and All Notes have not and 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 Offer
to Purchase 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.
The Joint Lead Dealer Managers for the Any and All Offer
are:
BofA Merrill Lynch Citigroup Global RBC Capital Markets,
214 North Tryon Markets Limited LLC
Street, 14th Floor Citigroup Centre Brookfield Place
Charlotte, North Canada Square 200 Vesey Street,
Carolina 28255 Canary Wharf 8th Fl
USA London E14 5LB New York, NY 10281
Attn: Liability United Kingdom USA
Management Group Attn: Liability Attn: Liability
U.S. Toll-Free: Management Management Group
+1 888 292 0070 Group U.S. Toll-Free:
Collect: +1 980 U.S. Toll-Free: +1 877 381 2099
387-3907 +1 800 558 3745 U.S.: +1 212 618
London: +44 20 7996 U.S.: +1 212 723 7822
5420 6106 London: +44 20
Email: DG.LM_EMEA@BAML.com London: +44 20 7986 7029 7063
8969 Email: liability.management@rbccm.com
Email: liabilitymanagement.europe@citi.com
The Co-Dealer Managers for the Any and All Offer are:
BNP PARIBAS CIBC Capital Markets HSBC
10 Harewood Avenue 150 Cheapside 8 Canada Square
London NW1 6AA London EC2V 6ET London E14 5HQ
United Kingdom United Kingdom United Kingdom
Attn: Liability Attn: Execution Attn: Liability
Management Group Management Group Management Group
Société Générale UBS Investment Bank
Corporate & 1285 Avenue of the Americas
Investment Banking New York, NY 10019
10 Bishops Square USA
London E1 6EG Attn: Liability Management
United Kingdom Group
Attn: Liability Management
The Tender and Information Agent for the Any and All Offer
is:
Global Bondholders Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: (212) 430-3774
All Others Please Call Toll-Free: (866) 470-3800
Fax: (212) 430-3775 or (212) 430-3779
Copies of the Offer to Purchase and related documentation can be
found at: http://gbsc-usa.com/bhpbilliton/
Further information on BHP Billiton can be found at:
bhpbilliton.com
Media Relations Investor Relations
Australia and Asia Australia and Asia
Matthew Martyn-Jones Tara Dines
Tel: +61 3 9609 2360 Tel: +61 3 9609 2222
Mobile +61 419 418 394 Mobile: +61 499 249
Email: Matthew.Martyn-Jones@bhpbilliton.com 005
Paul Hitchins Email: Tara.Dines@bhpbilliton.com
Tel: +61 3 9609 2592
Mobile +61 419 315 001 Andrew Gunn
Email: Paul.Hitchins@bhpbilliton.com Tel: +61 3 9609 3575
Mobile: +61 402 087
Fiona Hadley 354
Tel: +61 3 9609 2211 Email: Andrew.Gunn@bhpbilliton.com
Mobile +61 427 777 908
Email: Fiona.Hadley@bhpbilliton.com United Kingdom and South
Africa
Amanda Saunders
Tel: +61 3 9609 3985 Rob Clifford
Mobile +61 417 487 973 Tel: +44 20 7802 4131
Email: Amanda.Saunders@bhpbilliton.com Mobile: +44 7788 308
844
United Kingdom and South Email: Rob.Clifford@bhpbilliton.com
Africa
Elisa Morniroli
Ruban Yogarajah Tel: +44 20 7802 7611
Tel: +44 207 802 4033 Mobile: +44 7825 926
Mobile +44 7827 082 646
022 Email: Elisa.Morniroli@bhpbilliton.com
Email: Ruban.Yogarajah@bhpbilliton.com
Americas
North America
James Wear
Bronwyn Wilkinson Tel: +1 212 310 1421
Mobile: +1 604 340 8753 Mobile: +1 347 882 3011
Email: Bronwyn.Wilkinson@bhpbilliton.com Email: James.Wear@bhpbilliton.com
BHP Billiton Limited BHP Billiton Plc Registration
ABN 49 004 028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England
Registered Office: Level and Wales
18, 171 Collins Street Registered Office: Neathouse
Melbourne Victoria 3000 Place
Australia London SW1V 1LH United
Tel +61 1300 55 4757 Kingdom
Fax +61 3 9609 3015 Tel +44 20 7802 4000
Fax +44 20 7802 4111
Members of the BHP Billiton Group which is
headquartered in Australia
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This information is provided by RNS
The company news service from the London Stock Exchange
END
IOESEUFMWFWSELE
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February 27, 2017 11:52 ET (16:52 GMT)
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