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BHPBill - final results of US tender offers
BHPBill announced the final results of its US Tender Offers which formed part of a global multi-currency bond repurchase plan launched on 21 August 2017.
BHPBill has used its strong cash position to fund the USD2.9 billion global multi- currency bond repurchase plan. In total, BHPBill spent USD1.9 billion repurchasing Euro and GBP bonds and USD1.0 billion repurchasing US bonds. Early repayment of these bonds has extended BHPBill’s average debt maturity profile and enhanced BHP’s capital structure.
US Tender Offers
BHP Billiton Finance (USA) Ltd. (the Company), a wholly-owned subsidiary of BHP Billiton Ltd., today announced the expiration of its previously announced tender offers for an aggregate purchase price (excluding accrued and unpaid interest) of up to USD1,000,000,000 (the Offer Cap) of its USD529,978,000 3.250% Senior Notes due 2021 (the 2021 Notes), its USD859,938,000 2.875% Senior Notes due 2022 (the 2022 Notes) and its USD1,500,000,000 3.850% Senior Notes due 2023 (the 2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (the Tender Offers).
The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase dated 21 August 2017 (the Offer to Purchase). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
The Tender Offers expired at 11:59 p.m., New York City time, on 21 September 2017. As announced on 8 September 2017, the Offer Cap of USD1,000,000,000 had been reached as of the Early Tender Date of 7 September 2017.
With the completion of the Tender Offers, the Company will have repurchased an aggregate principal amount of USD923,532,000 of several series of its outstanding notes.
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BHPBill - interim dividend dates
The proposed dates for the 2018 Interim Dividend of BHP Billiton Ltd. and BHP Billiton Plc are as follows:
2018 Interim Dividend
- Half Yearly Results Announcement and Dividend Determination - 20 February 2018
- Currency conversion into RAND - 2 March 2018
- Last day to trade cum dividend on JSE Ltd. - 6 March 2018
- Ex-Dividend Date Johannesburg stock exchange - 7 March 2018
- Ex-Dividend Date (Australian, London and New York stock exchanges) - 8 March 2018
- Record Date (including currency conversion and currency election date for Australian & London stock exchanges) - 9 March 2018
- Payment Date - 27 March 2018
Please note that BHP Billiton Plc shareholders registered on the South African section of the register will not be able to dematerialise or rematerialise their shareholdings between the dates of 7 and 9 March 2018 (inclusive), nor will transfers between the UK register and the South African register be permitted between the dates of 2 March and 9 March 2018 (inclusive).
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BHPBill - annual financial report 2017
The following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM
• Annual Report 2017
http://www.bhp.com/-/media/documents/investors/annual- reports/2017/bhpannualreport2017.pdf
• Sustainability Report 2017
http://www.bhp.com/-/media/documents/investors/annual- reports/2017/bhpsustainabilityreport2017.pdf
• BHP Billiton Plc Notice of Meeting 2017
http://www.bhp.com/-/media/documents/investors/annual- reports/2017/bhpnoticeofmeetingplc2017.pdf
• BHP Billiton Plc Supplementary Notice of Meeting 2017
http://www.bhp.com/-/media/documents/investors/annual- reports/2017/bhpnoticeofmeetingplc2017supplementarynotice.pdf
• Revised Proxy Form (UK Principal Register)
• Revised Proxy Form (South Africa Branch Register)
The documents (with the exception of the Revised Proxy Forms) may also be accessed via BHP’s website - bhp.com - or using the web links above.
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BHPBill - economic contribution report 2017
The Economic Contribution Report (“Report”) for the year ended 30 June 2017 was released today, 20 September 2017. BHPBill has a long-standing commitment to transparency. The company first disclosed details of its tax and royalty payments in 2000 and it has continually updated and expanded its disclosure in the years since. As in prior years, the Report discloses the taxes and royalties it has paid on a country-by-country and project-by-project basis in FY2017. This year, it has also disclosed its total direct economic contribution on a country-by-country basis.
The Report complies with a number of different transparency regimes. The information on the company's payments to governments is set out in accordance with the UK Regulations, which implement the EU Accounting Directive. By issuing the Report, BHPBill complies with the Australian Voluntary Tax Transparency Code. Beyond these requirements, the company voluntarily discloses its total direct economic contribution on a country- by-country basis. The company also provide details of each of its subsidiaries in ‘tax haven’ countries.
BHPBill's Economic Contribution Report 2017 has today, 20 September 2017, been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM. It is also available to be downloaded on the BHP website at: http://www.bhp.com/-/media/documents/investors/annual- reports/2017/bhpeconomiccontributionreport2017.pdf
BHPBill is proud of the contribution that it makes to its host countries. In FY2017, its total economic contribution was USD26.1 billion which included payments to suppliers, wages and employee benefits, dividends, taxes and royalties. This includes its voluntary contributions to its host communities. In FY2017, BHPBill invested USD72.9 million in communities.
In FY2017, BHPBill paid USD4.7 billion globally in taxes, royalties and other payments. The company's global adjusted effective tax rate was 34 per cent. Once royalties are included, this rate increases to 44 per cent.
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BHPBill - resolutions for consideration at AGM
In accordance with ASX Listing Rule 3.17A, the wording of two proposed resolutions that have been requisitioned under section 249N of the Corporations Act for consideration at the Annual General Meeting of BHP Billiton Ltd., to be held in Melbourne on 16 November 2017 (Ltd. AGM), is set out in Attachment A.
Consistent with the BHP dual listed company framework and the Articles of Association of BHP Billiton Plc, the proposed resolutions will also be considered at the Annual General Meeting of BHP Billiton Plc (Plc AGM) which will be held in London on 19 October 2017.
The proposed resolutions have been requisitioned by shareholders of BHP Billiton Ltd. representing approximately 0.0075% of the shares on issue in BHP Billiton Ltd. (and approximately 0.0045% of the shares on issue in the combined BHP Group). Attachment B is a copy of the accompanying statement from the requisitioners that will be distributed to shareholders in accordance with section 249P of the Corporations Act.
Resolution 1 (as set out in Attachment A) will be proposed as a special resolution. Resolution 2 (as set out in Attachment A) will be proposed as an ordinary resolution. However, Resolution 2 will be a valid resolution only if Resolution 1 is approved by the required majority – that is, the validity of Resolution 2 is conditional on Resolution 1 being passed.
For the reasons set out below, the Board does not endorse Resolution 1. While the Board is supportive of some elements of Resolution 2, the Board has formed the view that, in its entirety, Resolution 2 is not in the interests of BHP shareholders as a whole.
Accordingly, the Board is recommending that shareholders vote against both of the resolutions.
The Board considers that the proposal to insert a new rule into the Constitution of BHP Billiton Ltd. in the form set out in Resolution 1 gives rise to a number of difficulties and uncertainties in practice, including undermining the authority and accountability of the Directors.
Under the Constitution of BHP Billiton Ltd., the power to manage BHP’s business is vested in the Directors. It is important that the Directors be able to exercise this power as they see fit and be solely accountable for doing so.
The proposed amendment to permit resolutions which are advisory would create uncertainty and confusion, whereas the division of responsibility for decision-making as between the Board and shareholders needs to be clear.
In relation to the position under UK law which is mentioned in the statement by the requisitioners, legal advice obtained by BHP indicates that the ability to propose an advisory resolution by ordinary resolution under section 338 of the UK Companies Act 2006 has not been clearly established by UK case law.
In any event, shareholders already have various mechanisms available to them to express views and opinions.
Shareholders are able, and already have the right, to ask questions about or make comments on the management of BHP at any time, including at the AGMs. Further, if shareholders disapprove of actions taken by the Directors, shareholders can refuse to re-elect them or remove them from office by ordinary resolution.
In addition, there is regular and extensive engagement between BHP (at Chairman, non-executive director and management level) and BHP’s institutional shareholders around the world. Over the past four years, a significant part of this engagement has related to climate change. Publication by BHP of its 'Climate Change: Portfolio Analysis' in 2015 was a direct consequence of the constructive engagement the company had with investors on the matter of scenario planning for a 2°C world.
Paragraph 1 of Resolution 2 requests a review of BHP’s direct and indirect public policy advocacy on energy policy and climate change from 2012 to the present day. It requests that the review describe the immediate and likely long term impacts of continued energy and climate policy uncertainty in Australia on BHP’s economic interests. Paragraph 2 requests the publication of a report on that review. Paragraph 3 requests that BHP terminate its membership of an industry body where there is ‘a pattern of manifest inconsistency’ between BHP’s positions on material public policy issues considered in the review and those of industry bodies of which BHP is a member.
As noted on the BHP website http://www.bhp.com/our-approach/operating-with- integrity/industry-associations-bhps-approach, BHP keeps under review its alignment with, and membership of, industry associations. The current review of industry associations of which BHP is a member will be completed by 31 December 2017, and BHP will make public the outcomes of that review.
BHP has always sought to make its position on significant public issues clear. However, BHP will further its efforts to ensure that material differences with industry associations on key issues are clearly understood. To that end, BHP will publish, by 31 December 2017, a list of the material differences between the positions we hold on climate and energy policy, and the advocacy positions on climate and energy policy taken by industry associations to which BHP belongs.
BHP has already published two reports describing its approach to the potential impacts on BHP of both an orderly and a more rapid response to climate change. This includes consideration of short, medium and long term policy responses in Australia and other relevant jurisdictions around the world.
The Board considers that the action BHP is already taking (that is, undertaking the review of industry associations and publishing the information described above, together with BHP’s consistent public position on climate change and energy policy as outlined below) obviates the need for Resolution 2.
BHP has set out its position on climate change and energy very clearly, including in its submission to the Independent Review into the Future Security of the National Electricity Market (Finkel Review), in which BHP expressed the following views on energy reform:
- energy security, energy affordability and emissions reduction should be considered on an integrated basis;
- technology neutrality should sit at the core of good policy because it provides industry with the necessary flexibility to achieve objectives at the lowest possible cost; and
- open and transparent energy markets are the best way to promote Australia’s economic interests.
There is a wide range of views across industry, civil society, governments and other stakeholders on how best to address climate change and energy policy. BHP’s position is clear. BHP accepts the science, and believes that the world must limit climate change and provide access to energy. BHP is committed to action to reduce its emissions, build resilience to climate impacts and accelerate deployment of low emissions technologies.
Further information on BHP can be found at: bhp.com
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BHPBill - pricing of the US tender offers
BHP Billiton Finance (USA) Ltd. (the Company), a wholly-owned subsidiary of BHP Billiton Ltd., announced the pricing as set forth in the table below of its previously announced tender offers for its USD529 978 000 3.250% Senior Notes due 2021 (the 2021 Notes), its US$859,938,000 2.875% Senior Notes due 2022 (the 2022 Notes) and its USD1 500 000 000 3.850% Senior Notes due 2023 (the 2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (the Tender Offers).
As announced on 31 August 2017, the Company will spend up to USD1 000 000 000 aggregate purchase price (excluding accrued and unpaid interest) in the Tender Offers (the Offer Cap). Because the Offer Cap has been reached, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date.
As previously announced, according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, USD1 253 824 000 aggregate principal amount of the Notes were validly tendered prior to or at the Early Tender Date and not validly withdrawn, consisting of USD72 183 000 aggregate principal amount of the 2021 Notes, USD416 054 000 aggregate principal amount of the 2022 Notes and USD765 587 000 aggregate principal amount of the 2023 Notes.
Because the purchase price (excluding accrued and unpaid interest) for the aggregate principal amount of Notes validly tendered prior to or at the Early Tender Date and not validly withdrawn would exceed the Offer Cap, the Company will not accept for purchase all such Notes that have been tendered. The Company has accepted for purchase all of the 2023 Notes validly tendered and not validly withdrawn as of the Early Tender Date and will accept 2022 Notes for purchase on a prorated basis as described in the Offer to Purchase (as defined below), using a pro ration factor of 38.0799%. The Company will not accept for purchase any 2021 Notes tendered in the Tender Offers.
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to purchase, dated 21 August 2017 (the Offer to Purchase). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
Holders of the Notes who tendered at or prior to 5:00 p.m., New York City time, on 7 September 2017 and whose Notes were accepted for purchase are eligible to receive the Total Consideration.
The settlement date for the Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is expected to be 12 September 2017 (the Early Settlement Date). Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on 22 September 2017 (such time and date, the Expiration Date). Holders tendering Notes in the Tender Offers after the Early Tender Date are required to validly tender their Notes prior to or at the Expiration Date to be eligible to receive the Late Tender Offer Consideration. Because the Offer Cap has been reached, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date.
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BHPBill l- notice of dividend exchange rates
On 22 August 2017, the Board of BHP determined to pay a final dividend of USD43 cents per share for the year ended 30 June 2017. Included in the announcement of the final dividend determination on 22 August 2017 was the advice that the currency conversion for Australian cents, British pence and New Zealand cents would be based on the foreign currency exchange rates on the Record Date, 8 September 2017, and for South African cents one week before the Record Date on the JSE Ltd., which was 1 September 2017(1). The following table sets out the currency exchange rates applicable for the dividend:
Dividend 43 US cents per share
Australian cents
- Exchange rate - 0.812100
- Dividend per ordinary share in local currency - 52.949144
British pence
- Exchange rate - 1.319300
- Dividend per ordinary share in local currency - 32.593042
New Zealand cents
- Exchange rate - 0.733075
- Dividend per ordinary share in local currency - 58.657027
South African cents(1)
- Exchange rate - 12.957600
- Dividend per ordinary share in local currency - 557.176800
The dividend will be paid on 26 September 2017.
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BHPBill - early results of US tender offers
BHP Billiton Finance (USA) Ltd. (the Company), a wholly-owned subsidiary of BHP Billiton Ltd., announced the early results of its previously announced tender offers for its USD529 978 000 3.250% Senior Notes due 2021 (the 2021 Notes), its USD859 938 000 2.875% Senior Notes due 2022 (the 2022 Notes) and its USD1 500 000,000 3.850% Senior Notes due 2023 (the 2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (the Tender Offers).
As announced on 31 August 2017, the Company will spend up to USD1 000 000 000 aggregate purchase price (excluding accrued and unpaid interest) in the Tender Offers (the Offer Cap).
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to purchase, dated 21 August 2017 (the Offer to Purchase). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, USD1 253 824 000 aggregate principal amount of the Notes were validly tendered prior to or at the Early Tender Date and not validly withdrawn. This amount includes USD72 183 000 aggregate principal amount of the 2021 Notes, USD416 054 000 aggregate principal amount of the 2022 Notes and USD765 587 000 aggregate principal amount of the 2023 Notes. The Withdrawal Deadline for the Tender Offers was 5:00 p.m., New York City time, on 7 September 2017.
The pricing of the Total Consideration for each series of Notes is expected to occur at 11:00 a.m., New York City time, on 8 September 2017. The Company will announce how many Notes of each series were accepted for purchase, according to the Acceptance Priority Levels, immediately following pricing.
The settlement date for the Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is expected to be 12 September 2017 (the Early Settlement Date). Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.
The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.
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BhpBill - dividend currency exchange rate
On 22 August 2017, the Board of BHP determined to pay a final dividend of USD43 cents per share for the year ended 30 June 2017.
The currency exchange rate applicable for the dividend payable in South African cents to shareholders on the BHP Billiton Plc branch register is based on the exchange rate on 1 September 2017 and is set out below:
- Dividend per share: USD43 cents
- Exchange rate: 12.95760
- Dividend per ordinary share in South African cents: 557.17680
The exchange rates applicable to the BHP dividend being paid in other currencies will be based on the foreign currency exchange rates on the Record Date, being 8 September 2017, and will be announced to the market.
BHP Billiton Plc shareholders registered on the South African section of the register will not be able to dematerialise or rematerialise their shareholdings between the dates of 6 September 2017 and 8 September 2017, both dates inclusive, nor will transfers between the UK register and the South African register be permitted between the dates of 1 September 2017 and 8 September 2017, both dates inclusive.
The dividend will be paid on 26 September 2017.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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