BHPLF BHP Billiton Ltd (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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☒ Form 20-F    ☐ Form 40-F

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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:

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 As a result, tendered Notes may no longer be withdrawn.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for purchase pursuant to the Offers following the Expiration Deadline, being all Notes validly tendered and not withdrawn by Holders by the Expiration Deadline.

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:

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:

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

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