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BHP GROUP PLC - Early results in BHPs subordinated note repurchase

Release Date: 17/09/2020 13:39
Code(s): BHP     PDF:  
Wrap Text
Early results in BHPs subordinated note repurchase

BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91




NEWS RELEASE
Release Time         IMMEDIATE
Date                 17 September 2020
Release Number       13


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "LEGAL
NOTICES" BELOW).


Early results in BHP’s subordinated note repurchase plan

BHP announced today the early results of its global multi-currency subordinated note repurchase plan.

BHP Billiton Finance (USA) Limited (“BHPB Finance (USA) Limited”) and BHP Billiton Finance Limited
(“BHPB Finance Limited” and, together with BHPB Finance (USA) Limited, the “Companies” and each
a “Company”) today announced the early results of BHP’s global multi-currency subordinated note
repurchase plan, announced on 2 September 2020, which includes:

    (a) an invitation by BHPB Finance (USA) Limited to eligible holders of its outstanding
        US$2,250,000,000 6.750 per cent. Subordinated Non-Call 10 Fixed Rate Reset Notes due 2075
        guaranteed by BHP Group Limited and BHP Group Plc (the “Parent Companies”) (ISIN:
        US055451AX66 (Rule 144A) / USQ12441AB91 (Reg S)) (the “US Dollar Notes”); and
    (b) an invitation by BHPB Finance Limited to eligible holders of its outstanding €750,000,000 5.625
        per cent. Subordinated Non-Call 9 Fixed Rate Reset Notes due 2079 guaranteed by BHP Group
        Limited and such Notes and such guarantee being guaranteed by BHP Group Plc (ISIN:
        XS1309436910) (the “Euro Notes”; the Euro Notes and the US Dollar Notes each being a
        “Series”, and any notes within any such Series being the “Notes”, and the eligible holders of any
        Notes, the “Holders”),

to offer to tender such Notes for repurchase by the relevant Company for cash (together, the “Offers”),
on the terms and conditions set out in a tender offer memorandum dated 2 September 2020 prepared
by the Companies in connection with the Offers (the “Tender Offer Memorandum”). Capitalised terms
not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Early Tender Deadline for the Offers was 5:00 p.m., New York time, on 16 September 2020 (the
“Early Tender Deadline”). The Withdrawal Deadline was 5:00 p.m., New York time, on 16 September
2020. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances
as detailed further in the Tender Offer Memorandum.
       
As at the Early Tender Deadline, the aggregate principal amount of the Notes validly tendered and not
withdrawn by Holders was:

             (a) pursuant to the Offer made in respect of the US Dollar Notes, US$1,504,232,000, representing
                 66.85 per cent. of the total aggregate principal amount of the US Dollar Notes; and
             (b) pursuant to the Offer made in respect of the Euro Notes, €469,771,000, representing 62.64 per
                 cent. of the total aggregate principal amount of the Euro Notes.

The Tenders validly submitted and not withdrawn by the Early Tender Deadline exceeded the Offer Cap
of US$1,900,000,000.

The Companies hereby announce their indicative and non-binding intention (subject to confirmation by
the Companies in their sole and absolute discretion) to accept valid tenders of Notes in the Series as
set out in the table below. A Pro Rating Factor is expected to be applied to the Euro Notes and a non-
binding indication is detailed in the table below. The below indications are based upon the Reference
Yields and FX Rate as of at or around 10:00 a.m., New York time, on 16 September 2020; since the
Offer Cap is based upon the total amount paid to purchase Notes pursuant to the Offers, Holders should
note that the amount of each Series and each Pro-Rating Factor will be subject to, amongst other things,
the actual Reference Yields and FX Rate as of the Pricing Time. As such, the below values should be
treated as indications only.

                                                                          Aggregate principal      Indicative and
                                                            Acceptance                                                 Indicative and
                                        Principal                            amount validly         non-binding
   Notes                ISIN                                  Priority                                                non-binding Pro-
                                    amount outstanding                     tendered by Early      principal amount
                                                               Level                                                   Rating Factor
                                                                            Tender Deadline       to be accepted(1)
                   US055451AX66     US $2,250,000,000      1              US$1,504,232,000      US$1,504,232,000      N/A
US Dollar
                   (Rule 144A) /
Notes              USQ12441AB91
                   (Reg S)




                   XS1309436910     €750,000,000           2
Euro Notes                                                                €469,771,000          €35,221,000           9.48%




             (1)    The Final Acceptance Amount in respect of the Early Settlement Date shall be announced after the Pricing Time.


Pricing and early acceptance


Pricing of the Offers will take place at or around 10:00 a.m., New York time today, 17 September 2020.
As soon as practicable after the Pricing Time, the Companies will announce their decision to accept
valid Tenders for purchase on the Early Settlement Date and, if so accepted: (i) the Reference Yield,
the Early Consideration and the Late Consideration for each Series; (ii) the FX Rate; (iii) the Final
Acceptance Amount in respect of the Early Settlement Date; (iv) the allocation of the Final Acceptance
Amount in respect of the Early Settlement Date between each Series (which will be determined using
the Acceptance Priority Levels); (v) any Pro-Rating Factor in respect of the Notes settled on the Early
Settlement Date (if applicable); (vi) the aggregate principal amount of Notes in each Series that will
remain outstanding after the Early Settlement Date; and (vii) the aggregate amount of capacity (if any)
pursuant to the Offer Cap remaining for any Tenders submitted after the Early Tender Deadline and at
or prior to the Expiration Deadline.
 
Unless stated otherwise in the Tender Offer Memorandum, all announcements in connection with the
 Offers will be made in accordance with applicable law: (i) by publication through RNS, (ii) by the delivery
 of notices to the Clearing Systems for communication to Direct Participants, (iii) on the relevant Reuters
 Insider Screen, (iv) by the issue of a press release to a Notifying News Service or on the BHP Group
 website; and/or (v) obtainable from the Tender and Information Agent, the contact details for which are
 below. Significant delays may be experienced where notices are delivered to the Clearing Systems and
 Holders are urged to contact the Tender and Information Agent for the relevant announcements during
 the course of the Offers. In addition, Holders may contact the Lead Dealer Managers for information
 regarding the Offers using the contact details set out below.


 Further Information

 Holders may contact the Lead Dealer Managers or the Tender and Information Agent using the
 contact details below:

                                       LEAD DEALER MANAGERS
    Deutsche Bank AG, London Branch                                Merrill Lynch International
              Winchester House                                        2 King Edward Street
          1 Great Winchester Street                                    London, EC1A 1HQ
              London EC2N 2DB                                            United Kingdom
               United Kingdom
                                                             Telephone (London): +44 20 7996 5420
 Telephone (London): +44 (0) 20 7545 8011                Telephone (U.S. Toll Free): +1 (888) 292 0070
Telephone (US Toll Free): +1 (866) 627 0391                    Telephone (U.S.): +1 (980) 387 3907
     Telephone (US): +1 (212) 250 2955                        Attention: Liability Management Group
    Attention: Liability Management Group                        Email: DG.LM-EMEA@bofa.com

In respect of the Offer for the US Dollar Notes:            In respect of the Offer for the Euro Notes:

        J.P. Morgan Securities LLC                                 J.P. Morgan Securities plc
            383 Madison Avenue                                            25 Bank Street
         New York, New York 10179                                        London E14 5JP
          United States of America                                       United Kingdom

 Telephone (U.S. Toll-Free): (866) 834-4666                       Telephone: +44 20 7134 2468
  Telephone (U.S. Collect): (212) 834-3424                       Attention: Liability Management
   Attention: Liability Management Group              Email: liability_management_EMEA@jpmorgan.com


                                  TENDER AND INFORMATION AGENT
                                      Lucid Issuer Services Limited
                                             Tankerton Works
                                              12 Argyle Walk
                                            London WC1H 8HA
                                  Attention: David Shilson / Owen Morris
                                       Phone: +44 (0)20 7704 0880
                                         Email: bhp@lucid-is.com


Legal notices

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 this announcement. If any Holder is in any doubt about any
aspect of the Offers and/or the action it should take, it is recommended to seek its own legal, tax and
financial advice from its stockbroker, bank manager, counsel, accountant or other independent adviser.
Any Holder whose Notes are held on its behalf by a bank, securities broker or other intermediary must
contact such entity if it wishes to offer to tender such Notes pursuant to the Offers. The Dealer Managers
are acting exclusively for the Companies and no one else in connection with the arrangements described
in this announcement and the Tender Offer Memorandum and will not be responsible to any Holder for
providing the protections which would be afforded to customers of the Dealer Managers or for advising
any other person in connection with the Offers.

This announcement is for informational purposes only and 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 invitation to participate in the Offers 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 laws. The distribution of this announcement and the
Tender Offer Memorandum, and the transactions contemplated by the Offers, may be restricted in
certain jurisdictions by law. Persons into whose possession the Tender Offer Memorandum comes are
required by BHPB Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the Dealer
Managers and the Tender and Information Agent to inform themselves about and to observe any such
restrictions. The materials relating to the Offers, including this announcement, do not constitute, and
may not be used in connection with, an offer or solicitation in any place where, or from any person to or
whom, offers or solicitations are not permitted by law.

None of the Companies, the Parent Companies, the Dealer Managers or the Tender and Information
Agent or any of their respective directors, employees or affiliates make any representation or
recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the
Offers or whether any Holder should submit Tenders or refrain from doing so, and no one has been
authorised by any of them to make any such recommendation. None of the Companies, the Parent
Companies, the Dealer Managers or the Tender and Information Agent (or any of their respective
directors, officers, employees, agents or affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement and/or the Tender Offer Memorandum. Each Holder must make its
own decision as to whether to submit Tenders or refrain from doing so and, if it wishes to submit a
Tender, the principal amount of Notes to tender.

NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM HAS BEEN
REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE
UNITED STATES, THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA, NOR HAS THE
U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH COMMISSION OR AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT NOR THE TENDER
OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY
BE A CRIMINAL OFFENCE.

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, 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, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom, and are only for circulation to
persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), or within
Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order (such persons together being the “Relevant
Persons”). Each of this announcement and the Tender Offer Memorandum is only available to Relevant
Persons and the transaction contemplated therein will be available only to, or engaged in only with,
Relevant Persons, and no person other than Relevant Persons should act on or rely on this
announcement, the Tender Offer Memorandum 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 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.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers has been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.

Therefore, the Offers may only be carried out in the Republic of Italy pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May
1999, as amended. Holders of each Series of Notes that are resident and/or located in the Republic of
Italy may tender their Notes through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes and the Offers.

France
The Offers are not being made, directly or indirectly, to the public in the Republic of France. This
announcement and the Tender Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has
been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

Neither this announcement, the Tender Offer Memorandum nor any other materials relating to the Offers
constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted
from Holders) in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires
that the Offers be made by a licensed broker or dealer and any of the Dealer Managers or any of their
respective affiliates is a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on behalf of the Companies in that
jurisdiction.

Each Holder wishing to submit a Tender will be deemed to give certain agreements, acknowledgements,
representations, warranties and undertakings in respect of the jurisdictions referred to above and
generally as set out in the Tender Offer Memorandum. Any Tender from a Holder that is unable to make
these agreements, acknowledgements, representations, warranties and undertakings will not be
accepted. Each of BHPB Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the
Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to
investigate, in relation to any Tender, whether any such representation and warranty given by a Holder
is correct and, if such investigation is undertaken and as a result the Companies determine (for any
reason) that such representation is not correct, such tender shall not be accepted. None of BHPB
Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the Dealer Managers and the
Tender and Information Agent is under any obligation to make such an investigation.

Sponsor: UBS South Africa (Pty) Limited

Further information on BHP can be found at: bhp.com

Authorised for lodgement by:
Caroline Cox
Group General Counsel & Company Secretary



Media Relations                                   Investor Relations

Email: media.relations@bhp.com                    Email: investor.relations@bhp.com


Australia and Asia                                Australia and Asia

Gabrielle Notley                                  Tara Dines
Tel: +61 3 9609 3830 Mobile: +61 411 071 715      Tel: +61 3 9609 2222 Mobile: + 61 499 249 005

Europe, Middle East and Africa                    Europe, Middle East and Africa

Neil Burrows                                      Elisa Morniroli
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683    Tel: +44 20 7802 7611 Mobile: +44 7825 926 646

Americas                                          Americas

Judy Dane                                         Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342      Tel: +1 713 296 7919 Mobile: +1 832 870 7677




BHP Group Limited ABN 49 004 028 077              BHP Group 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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Date: 17-09-2020 01:39:00
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