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BHP Billiton Prices Any and All offer
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
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).
U.S. Treasury Bloomberg
Total
Title of CUSIP/ISIN Principal Amount Reference Reference Fixed
Security Number Outstanding Security Page Spread Consideration(a)
6.500%
senior notes 055451AH1/ 1.125% 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withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on 27 February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 Markets RBC Capital Markets, LLC
214 North Tryon Street, 14th Limited Brookfield Place
Floor Citigroup Centre 200 Vesey Street, 8th Fl
Charlotte, North Carolina Canada Square New York, NY 10281
28255 Canary Wharf USA
London E14 5LB
USA Attn: Liability Management
United Kingdom
Attn: Liability Management Attn: Liability Management Group
Group Group U.S. Toll-Free: +1 877 381
U.S. Toll-Free: +1 888 292 U.S. Toll-Free: +1 800 558 2099
0070 3745 U.S.: +1 212 618 7822
Collect: +1 980 387-3907 U.S.: +1 212 723 6106 London: +44 20 7029 7063
London: +44 20 7996 5420 London: +44 20 7986 8969 Email:
Email: Email: liability.management@rbccm.
DG.LM_EMEA@BAML.com liabilitymanagement.europe@ com
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 Management Attn: Execution Management Attn: Liability Management
Group Group
Group
Société Générale Corporate & UBS Investment Bank
Investment Banking 1285 Avenue of the Americas
10 Bishops Square New York, NY 10019
London E1 6EG USA
United Kingdom Attn: Liability Management 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
Sponsor: UBS South Africa (Pty) Limited
Media Relations Investor Relations
Australia and Asia Australia and Asia
Matthew Martyn-Jones Tara Dines
Tel: +61 3 9609 2360 Mobile +61 419 418 394 Tel: +61 3 9609 2222 Mobile: +61 499 249 005
Email: Matthew.Martyn-Jones@bhpbilliton.com Email: Tara.Dines@bhpbilliton.com
Paul Hitchins Andrew Gunn
Tel: +61 3 9609 2592 Mobile +61 419 315 001 Tel: +61 3 9609 3575 Mobile: +61 402 087 354
Email: Paul.Hitchins@bhpbilliton.com Email: Andrew.Gunn@bhpbilliton.com
Fiona Hadley United Kingdom and South Africa
Tel: +61 3 9609 2211 Mobile +61 427 777 908
Email: Fiona.Hadley@bhpbilliton.com Rob Clifford
Tel: +44 20 7802 4131 Mobile: +44 7788 308 844
Amanda Saunders Email: Rob.Clifford@bhpbilliton.com
Tel: +61 3 9609 3985 Mobile +61 417 487 973
Email: Amanda.Saunders@bhpbilliton.com Elisa Morniroli
Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
United Kingdom and South Africa Email: Elisa.Morniroli@bhpbilliton.com
Ruban Yogarajah Americas
Tel: +44 207 802 4033 Mobile +44 7827 082 022
Email: Ruban.Yogarajah@bhpbilliton.com James Wear
Tel: +1 212 310 1421 Mobile: +1 347 882 3011
North America Email: James.Wear@bhpbilliton.com
Bronwyn Wilkinson
Mobile: +1 604 340 8753
Email: Bronwyn.Wilkinson@bhpbilliton.com
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1LH United Kingdom
Tel +61 1300 55 4757 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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Date: 28/02/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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