BHP Billiton PLC BHP Billiton Prices Any and All offer (9790X)

TIDMBLT

RNS Number : 9790X

BHP Billiton PLC

27 February 2017

NEWS RELEASE

 
Release 
 Time     IMMEDIATE 
Date      27 February 2017 
Release 
 Number   7/17 
 
 

BHP BILLITON ANNOUNCES PRICING OF ANY AND ALL OFFER

BHP Billiton announced today the pricing of the Any and All Offer as part of its US$2.5 billion bond repurchase plan.

BHP Billiton Finance (USA) Limited (Company), a wholly-owned subsidiary of BHP Billiton Limited, today announced the pricing as set out in the table below of its previously announced tender offer for any and all of its outstanding US$1,750,000,000 6.500% senior notes due 2019 (Any and All Notes) (Any and All Offer).

 
                                   Principal       U.S. Treasury   Bloomberg 
    Title        CUSIP/ISIN          Amount          Reference      Reference    Fixed          Total 
  of Security       Number         Outstanding        Security        Page       Spread    Consideration(a) 
-------------  --------------  -----------------  --------------  -----------  --------  ------------------ 
    6.500% 
    senior                                            1.125% 
     notes       055451AH1/                            U.S.T. 
   due 2019      US055451AH17   US$1,750,000,000    due 01/31/19      PX1       10 bps       US$1,107.34 
-------------  --------------  -----------------  --------------  -----------  --------  ------------------ 
 
 
(a)  Per US$1,000 principal amount. Total Consideration (as defined below), calculated on the basis 
      of pricing for the U.S. Treasury Reference Security as of 11:00 a.m., New York City time, 
      on 27 February 2017. 
 

The Any and All Offer has 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.

The Any and All Offer will expire at 5:00 p.m., New York City time, on 27 February 2017 (such time and date, the Expiration Date). Any and All Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on 27 February 2017. Holders of Any and All Notes are required to validly tender and not validly withdraw their Any and All Notes prior to or at the Expiration Date to be eligible to receive the Total Consideration.

The Any and All Offer is subject to the satisfaction of certain conditions, as set forth in the Tender Offer Documents.

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 Any and All Offer and no decision should be made by any Holder on the basis of this announcement. The terms and conditions of the Any and All Offer 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 Any and All Offer. 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 Any and All 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 Any and All Notes pursuant to the Any and All Offer.

None of the Company, the Guarantors, the Dealer Managers or their affiliates, the Tender and Information Agent, the Any and All 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 Any and All Notes, or refrain from doing so, held by them pursuant to the Any and All Offer. Each Holder should make its own decision as to whether to tender its Any and All Notes and if so, the principal amount of the Any and All 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 Any and All Offer, 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 Any and All 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 Any and All Offer 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. In addition:

-- no offers or applications have been or will be made or invited for the purchase of Any and All Notes in Australia (including an offer or invitation which is received by a person in Australia); and

-- the Offer to Purchase and any other offering material or advertisement relating to Any and All Notes have not and 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 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 Any and All Offer are:

 
     BofA Merrill Lynch                     Citigroup Global                          RBC Capital Markets, 
       214 North Tryon                       Markets Limited                                   LLC 
      Street, 14th Floor                     Citigroup Centre                           Brookfield Place 
       Charlotte, North                       Canada Square                             200 Vesey Street, 
        Carolina 28255                         Canary Wharf                                  8th Fl 
             USA                              London E14 5LB                           New York, NY 10281 
       Attn: Liability                        United Kingdom                                   USA 
       Management Group                      Attn: Liability                             Attn: Liability 
       U.S. Toll-Free:                          Management                              Management Group 
       [phone]                            Group                                  U.S. Toll-Free: 
       Collect: +1 980                       U.S. Toll-Free:                             [phone] 
           387-3907                          [phone]                            U.S.: +1 212 618 
     London: [phone]                     U.S.: +1 212 723                                 7822 
             5420                                  6106                                  London: +44 20 
  Email: [e-mail]               London: [phone]                              7029 7063 
                                                   8969                       Email: [e-mail] 
                                Email: [e-mail] 
 

The Co-Dealer Managers for the Any and All Offer 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        Attn: Execution      Attn: Liability 
   Management Group      Management Group      Management Group 
 
 
 Société Générale       UBS Investment Bank 
              Corporate &                1285 Avenue of the Americas 
          Investment Banking                 New York, NY 10019 
           10 Bishops Square                         USA 
             London E1 6EG               Attn: Liability Management 
            United Kingdom                          Group 
      Attn: Liability Management 
 

The Tender and Information Agent for the Any and All Offer is:

Global Bondholders Services Corporation

65 Broadway - Suite 404

New York, New York 10006

Attention: Corporate Actions

Bank and Brokers Call Collect: [phone]

All Others Please Call Toll-Free: [phone]

Fax: [phone] or [phone]

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

 
Media Relations                                 Investor Relations 
Australia and Asia                              Australia and Asia 
 
 Matthew Martyn-Jones                            Tara Dines 
 Tel: [phone]                            Tel: [phone] 
 Mobile [phone]                          Mobile: [phone] 
 Email: [e-mail]     005 
 Paul Hitchins                                   Email: [e-mail] 
 Tel: [phone] 
 Mobile [phone]                          Andrew Gunn 
 Email: [e-mail]            Tel: [phone] 
                                                 Mobile: [phone] 
 Fiona Hadley                                    354 
 Tel: [phone]                            Email: [e-mail] 
 Mobile [phone] 
 Email: [e-mail]             United Kingdom and South 
                                                 Africa 
 Amanda Saunders 
 Tel: [phone]                            Rob Clifford 
 Mobile [phone]                          Tel: [phone] 
 Email: [e-mail]          Mobile: [phone] 
                                                 844 
 United Kingdom and South                        Email: [e-mail] 
 Africa 
                                                 Elisa Morniroli 
 Ruban Yogarajah                                 Tel: [phone] 
 Tel: [phone]                           Mobile: [phone] 
 Mobile [phone]                             646 
 022                                             Email: [e-mail] 
 Email: [e-mail] 
                                                 Americas 
 North America 
                                                 James Wear 
 Bronwyn Wilkinson                               Tel: [phone] 
 Mobile: [phone]                         Mobile: [phone] 
 Email: [e-mail]        Email: [e-mail] 
 
BHP Billiton Limited                            BHP Billiton Plc Registration 
 ABN 49 004 028 077                              number 3196209 
 LEI WZE1WSENV6JSZFK0JC28                        LEI 549300C116EOWV835768 
 Registered in Australia                         Registered in England 
 Registered Office: Level                        and Wales 
 18, 171 Collins Street                          Registered Office: Neathouse 
 Melbourne Victoria 3000                         Place 
 Australia                                       London SW1V 1LH United 
 Tel [phone]                            Kingdom 
 Fax [phone]                             Tel [phone] 
                                                 Fax [phone] 
 
Members of the BHP Billiton Group which is 
 headquartered in Australia 
 
 
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This information is provided by RNS

The company news service from the London Stock Exchange

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February 27, 2017 11:52 ET (16:52 GMT)