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BHP BILLITON PLC - BHP Billiton Prices Maximum Tender Offers

Release Date: 08/03/2017 07:05
Code(s): BIL     PDF:  
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BHP Billiton Prices Maximum Tender Offers

BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504



NEWS RELEASE

Release Time     IMMEDIATE
Date             7 March 2017
Release Number   10/17



BHP BILLITON PRICES MAXIMUM TENDER OFFERS

BHP Billiton announced today the final pricing of the Maximum Tender Offers as part
of US$2.5 billion bond repurchase plan.

BHP Billiton has increased the amount that it will spend repurchasing debt under the
Maximum Tender Offers to US$893,918,713.32. This is in addition to approximately
US$1.085 billion spent repurchasing debt in the Any and All Offer (including those
Any and All Notes validly tendered pursuant to the guaranteed delivery procedures).

As announced previously, the US$500,000,000 2.050% senior notes due 2018 will
also 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 pricing as set forth in the table below of its
previously announced tender offers for an aggregate purchase price of up to
US$893,918,713.32 (excluding accrued interest) (Maximum Tender Offer Cap) of
its US$1,250,000,000 3.250% senior notes due 2021 (2021 Notes), its
US$1,000,000,000 2.875% senior notes due 2022 (2022 Notes) and its
US$1,500,000,000 3.850% senior notes due 2023 (2023 Notes, and together with
the 2021 Notes and the 2022 Notes, the Notes) (Maximum Tender Offers). As of
the Early Tender Date, the increased Maximum Tender Offer Cap of
US$893,918,713.32 aggregate purchase price (excluding accrued interest) had been
reached.
                                                                                U.S.
                                 Acceptance                                  Treasury
                    CUSIP/ISIN     Priority   Principal Amount to    Fixed   Reference   Reference        Total
Title of Security    Number         Level        be Purchased       Spread    Security     Yield     Consideration(a)

                                                                             1.875%
3.250% senior 055451AL2/                                                      U.S.T.
  notes due   US055451AL                                                       due
    2021          29                 1        US$720,022,000        25 bps   01/31/22    2.047%       US$1,042.21
                                                                             1.875%
2.875% senior 055451AQ1/                                                      U.S.T.
  notes due   US055451AQ                                                       due
    2022          16                 2        US$140,062,000        30 bps   01/31/22    2.047%       US$1,024.57
                                                                             1.875%
3.850% senior 055451AU2/                                                      U.S.T.
  notes due   US055451AU                                                       due
    2023          28                 3              US$0            65 bps   01/31/22    2.047%       US$1,068.87
           (a) Per US$1,000 principal amount of Maximum Tender Offer Notes validly tendered and
               accepted for purchase. The Reference Yield and the Total Consideration for each series
               of the Maximum Tender Offer Notes were determined at 11:00 a.m., New York City time,
               on 7 March 2017, as described in the Offer to Purchase. The Total Consideration
               includes the Early Tender Payment of US$30 per US$1,000 principal amount.

As previously announced, according to information provided by Global Bondholders
Services Corporation, the tender and information agent for the Maximum Tender
Offers, US$2,119,861,000 aggregate principal amount of the Notes were validly
tendered prior to or at the Early Tender Date and not validly withdrawn, consisting of
US$720,022,000 aggregate principal amount of the 2021 Notes, US$642,760,000
aggregate principal amount of the 2022 Notes and US$757,079,000 aggregate
principal amount of the 2023 Notes.

Because the purchase price (excluding accrued interest) for the aggregate principal
amount of Notes validly tendered prior to or at the Early Tender Date and not validly
withdrawn would exceed the Maximum Tender Offer Cap, as amended, the Company
will not accept for purchase all such Notes that have been tendered. The Company
has accepted for purchase all of the 2021 Notes validly tendered and not validly
withdrawn as of the Early Tender Date and will accept 2022 Notes for purchase on a
prorated basis as described in the Tender Offer Documents (as defined below), using
a pro ration factor of 21.8249%. The Company will not accept for purchase any 2023
Notes tendered in the Maximum Tender Offers.

The Maximum 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.

Holders of the Notes who tendered at or prior to 5:00 p.m., New York City time, on 6
March 2017 and whose Notes were accepted for purchase are eligible to receive the
Total Consideration.

The Maximum Tender Offers will expire at 11:59 p.m., New York City time, on 20
March 2017 (such time and date, Expiration Date). Holders tendering Notes in the
Maximum Tender Offers after the Early Tender Date are required to validly tender
their the Notes prior to or at the Expiration Date to be eligible to receive the Late
Tender Offer Consideration. Because the Maximum Tender Offer Cap has been
reached, the Company does not expect to accept for purchase any Notes tendered
after the Early Tender Date.

The Company spent US$1,085,155,550.44 repurchasing debt in the Any and All
Offer. This amount includes US$180,000 aggregate principal amount (previously
announced as US$1,016,000) of the Any and All Notes validly tendered pursuant to
the guaranteed delivery procedures.

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