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BHP GROUP PLC - Result of BHP subordinated note repurchase plan

Release Date: 24/11/2020 15:15
Code(s): BHP     PDF:  
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Result of BHP subordinated note repurchase plan

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



NEWS RELEASE
Release Time         IMMEDIATE
Date                 24 November 2020
Release Number       23/20


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).

Results of BHP’s subordinated note repurchase plan

BHP announced today the 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 results of BHP’s global multi-currency subordinated note repurchase
plan, announced on 13 November 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)) (CUSIP: 055451AX6 / Q12441AB9),
        of which US$745,768,000 in principal amount of such Notes was outstanding as at the Launch
        Date (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), of which €714,733,000 in principal amount of such Notes was outstanding as
        at the Launch Date (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 any and all of their 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 13 November
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.
Results of Offers

The Expiration Deadline for the Offers was 5:00 p.m., New York City time, on 23 November 2020 (the
“Expiration Deadline”). The Withdrawal Deadline was 5:00 p.m., New York City time, on 23 November
2020. As a result, tendered Notes may no longer be withdrawn.

The table below contains a summary of the principal amount of Notes the Companies have accepted
for purchase pursuant to the Offers following the Expiration Deadline, being all Notes validly tendered
and not withdrawn by Holders by the Expiration Deadline.

                                                            Principal                            Principal amount
                                                                             Final Acceptance
          Notes                ISIN / CUSIP          amount outstanding as                       outstanding after
                                                                                Amounts(1)
                                                        at Launch Date                           Settlement Date(1)
    US Dollar Notes   US055451AX66 (Rule 144A) /     US$745,768,000          US$492,709,000     US$253,059,000
                      055451AX6 (CUSIP)

                      USQ12441AB91 (Reg S) /
                      Q12441AB9 (CUSIP)

    Euro Notes        XS1309436910                   €714,733,000            €461,102,000       €253,631,000




    (1) Assuming that all Notes tendered pursuant to the Guaranteed Delivery Procedures are validly delivered by the
        Guaranteed Delivery Deadline. The aggregate principal amount of US Dollar Notes tendered pursuant to the
        Guaranteed Delivery Procedures is US$1,500,000. No amount of Euro Notes were tendered pursuant to the
        Guaranteed Delivery Procedures.

Holders who tendered their Notes pursuant to the Guaranteed Delivery Procedures set out in the Tender
Offer Memorandum must deliver such Notes no later than 5:00 p.m. (New York City time) on the second
Business Day after the Expiration Deadline, being 25 November 2020 (such applicable date and time,
the “Guaranteed Delivery Deadline”).

Payment for the Notes validly tendered and accepted for purchase (and, in the case of Notes tendered
pursuant to the Guaranteed Delivery Procedures, validly delivered by the Guaranteed Delivery Deadline)
will be made on the Settlement Date, expected to be 27 November 2020, the third Business Day after
the Expiration Deadline.

The Companies have an option to redeem remaining Notes of a Series at par plus any accrued
but unpaid interest following the purchase of at least 80 per cent. of the aggregate principal
amount of Notes of such Series issued on the “Issue Date” for such Series

As detailed further in the Tender Offer Memorandum, the terms and conditions of each Series allow the
relevant Company (subject to applicable laws) to redeem the Notes in that Series early (in whole but not
in part), at their outstanding principal amount plus any accrued but unpaid interest, if a “Substantial
Repurchase Event” occurs, meaning at least 80 per cent. of the aggregate principal amount of the Notes
of such Series issued on the “Issue Date” for such Series has been purchased by or on behalf of the
relevant Company and certain related parties of the relevant issuing Company.

Following settlement:
    (a) 88.75 per cent. of the total aggregate principal amount of the US Dollar Notes issued on the
        “Issue Date” for such Series will have been purchased by BHPB Finance (USA) Limited
        assuming that all US Dollar Notes tendered pursuant to the Guaranteed Delivery Procedures
        are validly delivered by the Guaranteed Delivery Deadline or 88.69 per cent. of the total
        aggregate principal amount of the US Dollar Notes issued on the "Issue Date" excluding any
        US Dollar Notes tendered pursuant to the Guaranteed Delivery Procedures; and
    (b) 66.18 per cent. of the total aggregate principal amount of the Euro Notes issued on the “Issue
        Date” for such Series will have been purchased by BHPB Finance Limited.

Accordingly, at such time, a “Substantial Repurchase Event” will have been triggered in respect of the
US Dollar Notes and it is the current intention of BHPB Finance (USA) Limited to redeem the remaining
US Dollar Notes at their outstanding principal amount plus any accrued but unpaid interest, in
accordance with the US Dollar Notes’ terms and conditions, following settlement of the Offer for US
Dollar Notes. However, BHPB Finance (USA) Limited is not under any obligation to make any such
redemption and BHPB Finance (USA) Limited’s intention to do so may change at any time and for any
reason.

BHPB Finance Limited may choose to acquire outstanding Euro Notes by way of open market purchases
from time to time, but is under no obligation to make any such open market purchases. In addition, if
such open market purchases are made and a “Substantial Repurchase Event” is triggered in respect of
the Euro Notes, BHPB Finance Limited is not under any obligation to make any redemption pursuant to
the terms and conditions of the Euro Notes.

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 Euro Notes:              In respect of the Offer for US Dollar Notes:
         UBS AG London Branch                                     UBS Securities LLC
                5 Broadgate                                   1285 Avenue of the Americas
            London EC2M 2QS                                    New York, New York 10019
                                                                United States of America
       Telephone: +44 20 7568 1121
                                                           U.S. Toll Free: +1 (888) 719-4210
  Attention: Liability Management Group
Email: ol-liabilitymanagement-eu@ubs.com                       Collect: +1 (203) 719-4210
                                                              In Europe: +44 20 7568 1121
                                                         Attention: Liability Management Group
                                                       Email: ol-liabilitymanagement-eu@ubs.com
                                TENDER AND INFORMATION AGENT

                                               D.F. King
                                  Offer Website: www.dfking.com/bhp
                                        Email: bhp@dfking.com

                In New York:                                              In London:
                48 Wall Street                                       65 Gresham Street
             New York, NY 10005                                      London EC2V 7NQ
            Fax: +1 (212) 709-3328                                     United Kingdom
   Banks and Brokers Call: +1 (212) 269-5550                        Tel: +44 20 7920 9700
      All Others Call: +1 (866) 829-0135

Legal notices

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or
invitation to acquire or sell any securities is being made pursuant to this announcement.

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, 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.

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

Sponsor: UBS South Africa (Pty) Limited


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 Burrow s                                     James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683    Tel: +44 20 7802 7144 Mobile: +44 79 61 636 432

Am ericas                                         Am ericas

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: 24-11-2020 03:15:00
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