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BHP BILLITON PLC - BHP Billiton Concludes Any and All Offer

Release Date: 28/02/2017 07:10
Code(s): BIL     PDF:  
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BHP Billiton Concludes 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               28 February 2017
Release Number     8/17


BHP BILLITON CONCLUDES ANY AND ALL OFFER

BHP Billiton announced today the final results of the Any and All Offer as part of its
US$2.5 billion bond repurchase plan.

BHP Billiton will spend US$1,086,081,286.68 repurchasing debt under the Any and
All Offer and will spend up to US$863,918,713.32 repurchasing debt in the Maximum
Tender Offers. As announced previously, the US$500,000,000 2.050% senior notes
due 2018 will be redeemed as part of the bond repurchase plan.

BHP Billiton Finance (USA) Limited (Company), a wholly-owned subsidiary of BHP
Billiton Limited, today announced the results 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) and the Maximum Tender Offer Cap for the
tender offer for its US$1,250,000,000 3.250% senior notes due 2021, its
US$1,000,000,000 2.875% senior notes due 2022 and its US$1,500,000,000 3.850%
senior notes due 2023 (Maximum Tender Offers and, together with the Any and All
Offer, Tender Offers), which is an aggregate purchase price (excluding accrued
interest) of up to US$1,950,000,000 less the aggregate purchase price (excluding
accrued interest) of the Any and All Notes validly tendered and accepted for
purchase in the Any and All Offer (Maximum Tender Offer Cap).

The Tender Offers have 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.

According to information provided by Global Bondholders Services Corporation, the
tender and information agent for the Tender Offers, US$980,802,000 aggregate
principal amount of the Any and All Notes were validly tendered prior to or at the
Expiration Date and not validly withdrawn. These amounts include US$1,016,000
aggregate principal amount of Any and All Notes to be tendered pursuant to the
guaranteed delivery procedures described in the Tender Offer Documents, which
remain subject to the holders’ performance of the delivery requirements under such
procedures. The Company has accepted for purchase all Any and All Notes validly
tendered and not validly withdrawn at or prior to the Any and All Expiration Date. The
settlement date for the Any and All Notes (including any of the Any and All Notes
tendered pursuant to guaranteed delivery procedures) is expected to be 2 March
2017 (Settlement Date).

Holders will also receive accrued and unpaid interest on Any and All Notes validly
tendered and accepted for purchase (including any of the Any and All Notes tendered
pursuant to guaranteed delivery procedures) from the applicable last interest
payment date up to, but not including, the Settlement Date.

As a result of the results of the Any and All Offer described above, the Maximum
Tender Offer Cap in respect of the Maximum Tender Offers is US$863,918,713.32.

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 Tender
Offers and no decision should be made by any Holder on the basis of this
announcement. The terms and conditions of the Tender Offers 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 Tender Offers. 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 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 Notes pursuant to the Tender Offers.

None of the Company, the Guarantors, the Dealer Managers or their affiliates, the
Tender and Information Agent, the 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 Notes, or refrain from doing so, held by them pursuant to
the Tender Offers. Each Holder should make its own decision as to whether to tender
its Notes and if so, the principal amount of the 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 Tender Offers, 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 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 Tender Offers 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 Tender Offers 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 Tender Offers 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 Tender Offers 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 07:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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