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BHP launches euro bond repurchase plan
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
NEWS RELEASE
Release Time Immediate
Date 22 August 2017
Release Number 22/17
NOT FOR DISTRIBUTION IN OR INTO, OR FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT
IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS),
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
BHP launches euro bond repurchase plan
BHP announced today that the Board has approved a global multi-currency bond
repurchase plan. The multi-currency plan will comprise two separate transactions, one
targeting certain bonds issued under the BHP Euro Medium-Term Notes Programme
and another targeting certain bonds issued under the U.S. debt capital markets
programme. The multi-currency plan will be subject to a global aggregate cap of
US$2.5 billion and will be funded by BHP’s strong US$14.2 billion cash position. Any
early repurchase of bonds under either transaction will extend BHP’s average debt
maturity profile and enhance the group’s capital structure.
The euro bond repurchase plan will target 2018, 2020, 2022 and 2024 euro
denominated Notes and 2024 sterling denominated Notes.
The Offers
The following notes will be targeted as part of the euro bond repurchase plan: (i)
€1,250,000,000 2.125% Notes due November 2018; (ii) €600,000,000 Floating Rate
Notes due April 2020; (iii) €1,250,000,000 2.25% Notes due September 2020; (iv)
€650,000,000 0.75% Notes due October 2022; (v) €750,000,000 3.00% Notes due
May 2024; and (vi) £750,000,000 3.25% Notes due September 2024 (each being a
Series and any notes within any such Series being referred to as Notes).
Eligible holders of the Notes are being invited by BHP Billiton Finance Limited (the
EMTN Issuer) to make offers to tender all or any of their Notes for repurchase for cash
(each such invitation an Offer and together the Offers). The Offers are subject to the
Offer and Distribution Restrictions described in the Tender Offer Memorandum (as
defined below) and are not being made, and will not be made, directly or indirectly in
or into, the United States.
The Offers are being made on the terms and subject to the conditions contained in a
tender offer memorandum dated 21 August 2017 (the Tender Offer Memorandum).
Holders should consult the Tender Offer Memorandum for more details of the Offers.
Terms not defined in this announcement have the meanings given to them in the
Tender Offer Memorandum.
The EMTN Issuer is under no obligation to accept tenders of Notes for purchase
pursuant to the Offers and, accordingly, any such tender may be accepted or rejected
by the EMTN Issuer in its sole discretion and for any reason.
The Offers are subject to an aggregate cap of US$2.5 billion (excluding Accrued
Interest) (the Offer Cap).
The global multi-currency bond repurchase plan will also target the following notes in
a separate and concurrent offer: (i) US$1,500,000,000 of 3.850% Senior Notes due
2023, of which US$1,500,000,000 aggregate principal amount is outstanding; (ii)
US$1,000,000,000 of 2.875% Senior Notes due 2022, of which US$859,938,000
aggregate principal amount is outstanding; and (iii) US$1,250,000,000 of 3.250%
Senior Notes due 2021, of which US$529,978,000 aggregate principal amount is
outstanding (together, the U.S. Offers). The U.S. Offers are being made pursuant to a
separate offer to purchase document and are also subject to a cap calculated by
reference to any headroom remaining under the Offer Cap upon determination by the
EMTN Issuer as to whether to accept for repurchase any Notes validly offered for
repurchase pursuant to the Offers.
Notes purchased pursuant to the Offers will be cancelled following completion of the
Offers.
The following table sets out pricing details of each of the Offers:
Principal Tender Offer Offer Spread Tender Offer
ISIN / Common Reference
Notes amount Yield Price
Code Benchmark
outstanding
XS0787785715 €1,250,000,000 Not Applicable To be
EUR 2018 -0.20% Not Applicable
/ 078778571 determined at
Notes the Pricing Time
(1)
XS1224953452 €600,000,000 Not Applicable Not Applicable Not Applicable 100.90%
EUR April 2020
/ 122495345
Notes
XS0834386228 €1,250,000,000 EUR To be To be
EUR -7 bps
/ 083438622 September determined at determined at
September 2020 the Pricing the Pricing Time
Interpolated Time
2020 Notes Mid-Swap Rate
XS1225004461 €650,000,000 EUR 2022 To be To be
EUR 2022 +0 bps
/ 122500446 Interpolated determined at determined at
Notes Mid-Swap Rate the Pricing the Pricing Time
Time
XS0787786440 €750,000,000 EUR 2024 To be To be
EUR 2024 +6 bps
/ 078778644 Interpolated determined at determined at
Notes Mid-Swap Rate the Pricing the Pricing Time
Time
XS0834399635 £750,000,000 UKT Rate To be To be
GBP 2024 +68 bps
/ 083439963 determined at determined at
Notes the Pricing the Pricing Time
Time
(1) For information purposes only, the Tender Offer Price of the EUR 2018 Notes will, when determined in the manner
described in the Tender Offer Memorandum on the basis of a Settlement Date of 5 September 2017, be €1,028.73 per
€1,000 in nominal amount of the EUR 2018 Notes. Should the Settlement Date in respect of any EUR 2018 Notes
accepted for purchase pursuant to the relevant Offer differ from 5 September 2017, the Tender Offer Price for the EUR
2018 Notes will be recalculated on the basis of the revised settlement date.
Eligible holders should consult the Tender Offer Memorandum for more details of the
Offers. The following is a brief summary of certain terms of the Offers only:
* Expiration Deadline: in order to participate in, and be eligible to receive any
relevant Purchase Payment pursuant to the relevant Offer, Holders must validly
offer to tender their Notes by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by Lucid Issuer Services
Limited (the Tender and Information Agent) by 4.00 p.m. (London time) on 30
August 2017 or by any other deadline to which the EMTN Issuer extends such
Offer (such date and time, as it may be extended, the Expiration Deadline).
Holders of Notes that are validly tendered and accepted for repurchase will
receive the relevant Purchase Payment.
* No obligation to purchase: the EMTN Issuer is under no obligation to accept for
purchase any Notes. A purchase in respect of any Series of Notes is not
conditional upon the purchase of any other Series of Notes and the aggregate
principal amount (if any) of each Series of Notes to be purchased pursuant to
the Offers will be determined by the EMTN Issuer in its sole discretion following
the Expiration Deadline.
* Offer Cap: with respect to the Offers, the EMTN Issuer will only accept for
repurchase Notes up to an aggregate purchase price (excluding Accrued
Interest) that will not result in the Offer Cap being exceeded. The EMTN Issuer
reserves the right, in its sole discretion, but is under no obligation, to increase
the Offer Cap in respect of the Offers at any time, which could result in the
EMTN Issuer purchasing a greater aggregate principal amount of Notes in the
Offers.
* Pro-ration: the EMTN Issuer may, in its sole discretion, subject Notes that are
validly tendered to pro-ration in the circumstances described in the Tender Offer
Memorandum.
* Accrued Interest: the EMTN Issuer will pay Accrued Interest in respect of all
Notes accepted for purchase pursuant to the Offers.
* Revocation Rights: Tender Instructions are irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
The EMTN Issuer may accept offers in respect of all or any Series of Notes. The
EMTN Issuer is not under any obligation to accept any offer for tender of Notes
for purchase pursuant to the Offers. Tenders of Notes for purchase may be
rejected in the sole discretion of the EMTN Issuer.
Indicative Offer Timetable
The following table sets out an indicative timetable for the Offers:
Date Calendar Date and Time Event
Expiration Deadline 4.00 p.m., London time, on 30 Deadline for receipt of valid Tender
August 2017, unless extended Instructions by the Tender and
by the EMTN Issuer Information Agent in order for Holders
to be able to participate in the Offers
Indicative Results At or around 11.00 a.m., Announcement by the EMTN Issuer of
Announcement Date London time on 31 August the indicative Final Acceptance
2017 Amount and the indicative Pro-Rating
Factor per Series (if applicable)
Pricing Date and At or around 1.00 p.m., London Provided the EMTN Issuer has not
Time time on 31 August 2017, unless elected to revoke or terminate the
amended by the EMTN Issuer Offers in accordance with
“Amendment and Termination” below,
determination of the applicable
Interpolated Mid-Swap Rate, the UKT
Rate (if applicable), the FX Rate and
the Tender Offer Price (if applicable)
in respect of each Series in respect of
which Notes are accepted for
purchase
Final Results As soon as practicable after the Announcement by the EMTN Issuer of
Announcement Date Pricing Time on 31 August its decision as to whether it accepts
2017 valid tenders of Notes pursuant to any
or all of the Offers and, if so accepted,
(i) the Interpolated Mid-Swap Rate (if
applicable), (ii) the UKT Rate (if
applicable), (iii) the Tender Offer Yield
for each Series (if applicable), (iv) the
Tender Offer Price for each Series (if
applicable), (v) the Final Acceptance
Amount, (vi) the allocation of the Final
Acceptance Amount between each
Series, (vii) the final Pro-Rating Factor
per Series (if applicable), and (viii) the
aggregate principal amount of Notes
Date Calendar Date and Time Event
in each Series that will remain
outstanding after the Settlement Date
Settlement Date Expected to be 5 September Date for payment of the Purchase
2017, the fourth Business Day Payment with respect to any Notes
after the Expiration Deadline, or that were validly tendered by the
as soon as reasonably Expiration Deadline and that are
practicable thereafter accepted for purchase
For further information, please contact:
THE GLOBAL CO-ORDINATORS AND LEAD DEALER MANAGERS
Deutsche Bank AG, London UBS Limited
Branch 5 Broadgate
Winchester House London EC2M 2QS
1 Great Winchester Street United Kingdom
London EC2N 2DB Attn: Liability Management Group
United Kingdom Tel: +44(0)20 7568 2133
Attn: Liability Management Email: ol-liabilitymanagement-
Group eu@ubs.com
Tel: : +44 (0)20 7545 8011
THE LEAD DEALER MANAGERS
Banco Santander, S.A. Société Générale
Ciudad Grupo Santander Tours Société Générale
Avenida de Cantabria, s/n 17, Cours Valmy
28660 Boadilla Del Monte 92987 Paris La Défense Cedex
Madrid, Spain France
Attn: Liability Management Attn: Liability Management
Tel: +44 (0)20 7756 6909 / 6646 Tel: +33 142 13 32 40
Email: Email: liability.management@sgcib.com
tommaso.grospietro@santanderg
cb.com /
King.Cheung@santandergcb.com
THE CO-DEALER MANAGERS
Lloyds Bank plc The Royal Bank of Scotland UniCredit Bank AG
10 Gresham Street plc (trading as NatWest Arabellastrasse 12
London EC2V 7AE Markets) D-81925 Munich
United Kingdom 250 Bishopsgate Germany
London EC2M 4AA
United Kingdom
THE TENDER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Phone: +44 (0)20 7704 0880
Fax: +44 (0)20 3004 1590
Email: bhp@lucid-is.com
Further information on BHP can be found at: bhp.com
Sponsor: UBS South Africa (Pty) Limited
Media Relations Investor Relations
Email: media.relations@bhpbilliton.com Email: investor.relations@bhpbilliton.com
Australia and Asia Australia and Asia
Ben Pratt Tara Dines
Tel: +61 3 9609 3672 Mobile: +61 419 968 734 Tel: +61 3 9609 2222 Mobile: +61 499 249 005
Fiona Hadley Andrew Gunn
Tel: +61 3 9609 2211 Mobile: +61 427 777 908 Tel: +61 3 9609 3575 Mobile: +61 402 087 354
United Kingdom and South Africa United Kingdom and South Africa
Neil Burrows Rob Clifford
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 Tel: +44 20 7802 4131 Mobile: +44 7788 308 844
North America Elisa Morniroli
Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
Bronwyn Wilkinson
Mobile: +1 604 340 8753 Americas
Judy Dane James Wear
Tel: +1 713 961 8283 Mobile: +1 713 299 5342 Tel: +1 713 993 3737 Mobile: +1 347 882 3011
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: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB 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 Group which is
headquartered in Australia
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DISCLAIMER
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 the
announcement. If any Holder is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, counsel, accountant or other
independent financial adviser. Any Holder 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 offer to tender such Notes pursuant to the Offers.
This announcement 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 an invitation to participate in an offer in the
United States or 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 securities laws.
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by the
EMTN Issuer and the Joint Dealer Managers to inform themselves about and to
observe any such restrictions.
None of the EMTN Issuer, BHP Billiton Limited, BHP Billiton Plc, or their respective
affiliates, their respective boards of directors, the Dealer Managers or their respective
affiliates, the Tender and Information Agent or the Trustee with respect to any Series
of Notes is making any recommendation as to whether Holders should offer to tender
any Notes in response to any of the Offers, and neither the EMTN Issuer nor any such
other person has authorised any person to make any such recommendation. Holders
must make their own decision as to whether to offer to tender any of their Notes, and,
if so, the principal amount of such Notes to tender.
The EMTN Issuer has not filed this announcement or the Tender Offer
Memorandum 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 Offers, and it is unlawful and may
be a criminal offence to make any representation to the contrary.
Offer Restrictions
The distribution of this announcement and the Tender Offer Memorandum is restricted
by law in certain jurisdictions. The Tender Offer Memorandum 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.
Persons into whose possession the Tender Offer Memorandum comes are required
by each of the EMTN Issuer, BHP Billiton Limited, BHP Billiton Plc, the Dealer
Managers and the Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
United States. The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. The Notes may not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by persons located or
resident in the United States. Accordingly, copies of the Tender Offer Memorandum
and any other documents or materials relating to the Offers are not being, and must
not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into the United
States or to any persons located or resident in the United States. Any purported tender
of Notes in an Offer resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by a person located in the
United States or any agent, fiduciary or other intermediary acting on a non-
discretionary basis for a principal giving instructions from within the United States will
be invalid and will not be accepted.
Each holder of Notes participating in an Offer will represent that it is not located in the
United States and is not participating in such Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United States. For the purposes of
this announcement, United States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United States
of America and the District of Columbia.
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 by, 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, the Tender Offer Memorandum 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 Tender Offer
Memorandum 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 (the 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 Tender Offer Memorandum or any of its
contents.
Australia. No prospectus or other disclosure document (as defined in the Corporations
Act 2001 (Cth) (the 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.
General. This announcement and the Tender Offer Memorandum do not constitute an
offer to buy or a solicitation of an offer to sell Notes, and offers for tender of Notes in
the Offers will not be accepted from Holders, in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky or other
laws require the Offers to be made by a licensed broker or dealer and the Dealer
Managers or their affiliates are such a licensed broker or dealer in such jurisdictions,
the Offers shall be deemed to be made on behalf of the EMTN Issuer by the Dealer
Managers or such affiliates, as the case may be, and no Offer is made in any such
jurisdiction where the Dealer Managers or their affiliates are not so licensed.
Date: 22/08/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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