TIDMBHP
RNS Number : 2318G
BHP Group PLC
23 November 2020
NEWS RELEASE
Release Time IMMEDIATE
Date 23 November 2020
Release Number 22/20
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).
BHP's subordinated note repurchase plan - price
determination
BHP announced today the pricing 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 pricing 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 EUR750,000,000 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 EUR714,733,000 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") .
The Offers are subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum. For
detailed terms of, and information on the procedures for
participating in, the Offers, please refer to the Tender Offer
Memorandum, copies of which are (subject to the distribution
restrictions) available from the Tender and Information Agent as
set out below.
Notes purchased in the Offers are intended to be retired and
cancelled.
Capitalised terms not defined in this announcement have the
meanings given to them in the Tender Offer Memorandum.
Pricing determination
In accordance with the Tender Offer Memorandum, pricing of the
Offers took place at 10:00 a.m., New York time today, 23 November
2020. The table below sets out the Consideration for each
Series.
Notes ISIN / CUSIP Principal Reference Yield Fixed Spread Reference Consideration
amount Security or
outstanding as Reference
at Launch Date Interpolated
Rate
US Dollar Notes US055451AX66 US$745,768,000 0.388% 170 bps 0.25% US$1,215.93 per
(Rule 144A) / U.S. Treasury US$1,000
055451AX6 Security due
(CUSIP) October 31,
2025
USQ12441AB91
(Reg S) /
Q12441AB9
(CUSIP)
---------------- ---------------- --------------- ------------ --------------- ----------------
Interpolated
Euro Mid-Swap EUR1,182.11 per
Euro Notes XS1309436910 EUR714,733,000 -0.492% 135 bps Rate EUR1,000
---------------- ---------------- --------------- ------------ --------------- ----------------
The Companies shall also pay Accrued Interest (rounded to the
nearest cent, with half a cent rounded upwards) on all Notes
validly tendered and accepted for purchase pursuant to the relevant
Offer(s).
The Offers will expire at 5:00 p.m. (New York City time) today,
23 November 2020, unless extended, reopened, amended and/or
terminated by the relevant Company as provided in the Tender Offer
Memorandum (such applicable date and time, the "Expiration
Deadline").
Notes tendered may be withdrawn at any time prior to or at 5:00
p.m. (New York City time) today, 23 November 2020, unless extended
or otherwise amended in respect of any Offer by the relevant
Company in accordance with the Tender Offer Memorandum (such
applicable date and time, the "Withdrawal Deadline") but not
thereafter.
The relevant deadlines set by any intermediary or Clearing
System will be earlier than these deadlines. Tender Instructions
(or, if applicable, Notices of Guaranteed Delivery) must be
submitted in respect of a minimum principal amount of Notes of the
relevant Series of no less than the Minimum Denomination for such
Series, and may be submitted in integral multiples of US$1,000 or
EUR1,000, as applicable. There is no separate letter of transmittal
in connection with the Tender Offer Memorandum.
The Offers are subject to the satisfaction of certain
conditions, as set forth in the Tender Offer Memorandum.
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
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. Such redemption will be subject to
giving not less than 30 days' irrevocable notice.
It is the current intention of each Company to redeem the
remaining Notes of each Series at their outstanding principal
amount plus any accrued but unpaid interest, in accordance with the
Series' terms and conditions, if a "Substantial Repurchase Event"
is triggered in respect of such Series by the purchase of any Notes
pursuant to the relevant Offer(s). However, no Company is under any
obligation to make any such redemption and each Company's intention
to do so may change at any time and for any reason.
Further, each Company may, if the "Substantial Repurchase Event"
is not triggered by the purchase of Notes pursuant to the Offer
made by that Company, acquire outstanding Notes of the relevant
Series by way of open market purchases or otherwise and may, as a
consequence, trigger a "Substantial Repurchase Event". However, no
Company is under any obligation to make any such acquisition. Any
future purchases by either Company or its affiliates will depend on
various factors existing at that time.
Guaranteed Delivery Procedures
A Holder who desires to tender its Notes but either cannot
comply with the applicable procedures for book-entry transfer or
time will not permit such Notes to be tendered on or before the
Expiration Deadline, may effect a Tender pursuant to the Guaranteed
Delivery Procedures set out in the Tender Offer Memorandum.
The delivery of Notes tendered by the Guaranteed Delivery
Procedures must be made no later than 5:00 p.m. (New York City
time) on the second Business Day after the Expiration Deadline,
expected to be 25 November 2020 (such applicable date and time, the
"Guaranteed Delivery Deadline").
Summary Timetable
The following table sets out the expected dates and times of the
remaining key events relating to each Offer. All references to
dates and times are to New York City dates and times unless
indicated otherwise. The times and dates below are indicative only
and subject to change at the discretion of the relevant Company. In
particular, the below times and dates are subject to the right of
each Company to extend, re-open, amend, and/or terminate the Offer
made by that Company (subject to applicable law and as provided in
the Tender Offer Memorandum).
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or withdraw
their instruction to participate in, the Offers by the deadlines
specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission and
withdrawal of a Tender (including, where applicable, by way of the
Guaranteed Delivery Procedures) will be earlier than the relevant
deadlines specified in the Tender Offer Memorandum.
Date Calendar Date and Time
Withdrawal Deadline 5:00 p.m., New York City time, on 23 November
2020
-------------------------------------------------
Expiration Deadline 5:00 p.m., New York City time, on 23 November
2020
-------------------------------------------------
Results Announcement As soon as practicable after the Expiration
Time Deadline, expected to be 24 November 2020
-------------------------------------------------
Guaranteed Delivery 5:00 p.m., New York City time, on the second
Deadline Business Day after the Expiration Deadline,
expected to be 25 November 2020
-------------------------------------------------
Settlement Date Expected to be 27 November 2020, the third
Business Day after the Expiration Deadline,
or as soon as reasonably practicable thereafter
-------------------------------------------------
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; (v) on the Offer Website;
and/or (vi) 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
Telephone (London): +44 (0) 20 5420
7545 8011 Telephone (U.S. Toll Free): +1
Telephone (US Toll Free): +1 (866) (888) 292 0070
627 0391 Telephone (U.S.): +1 (980) 387
Telephone (US): +1 (212) 250 2955 3907
Attention: Liability Management Attention: Liability Management
Group Group
Email: DG.LM-EMEA@bofa.com
In respect of the Offer for Euro In respect of the Offer for US
Notes: 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 Collect: +1 (203) 719-4210
Group In Europe: +44 20 7568 1121
Email: ol-liabilitymanagement-eu@ubs.com Attention: Liability Management
Group
Email: ol-liabilitymanagement-eu@ubs.com
TER 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) Tel: +44 20 7920 9700
269-5550
All Others Call: +1 (866) 829-0135
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 TER 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 TER 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.
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: Tel: +61 3 9609 2222 Mobile:
+61 411 071 715 + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows James Bell
Tel: +44 20 7802 7484 Mobile: Tel: +44 20 7802 7144 Mobile:
+44 7786 661 683 +44 79 61 636 432
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: Tel: +1 713 296 7919 Mobile:
+1 713 299 5342 +1 832 870 7677
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, Registered Office: Nova South,
171 Collins Street 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 Tel +44 20 7802 4000 Fax +44
3 9609 3015 20 7802 4111
Members of the BHP Group which is
headquartered in Australia
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END
MSCUOSNRRNUAUAA
(END) Dow Jones Newswires
November 23, 2020 11:49 ET (16:49 GMT)
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