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BHP - 2020 US Annual Report
The following document has been submitted to the FCA National Storage mechanism and will shortly be available for inspection at: data.fca.org.uk/#/nsm/nationalstoragemechanism
- US Annual Report (Form 20-F) www.bhp.com/-/media/documents/investors/annual- reports/2020/bhpform20f2020.pdf
The document may also be accessed via BHP’s website - bhp.com - or using the web link above.
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BHP - early redemption of notes
BHP announced that it has given notice to the holders of the Notes that it will fully redeem through DTC all of the Notes outstanding on 19 October 2020 (the “Redemption Date”) in accordance with Condition 7.2 of the Notes. The Notes shall be redeemed at their outstanding principal amount plus any accrued but unpaid interest to (but excluding) the Redemption Date and any outstanding Arrears of Interest (without double counting).
Following redemption, the Notes will be cancelled pursuant to Condition 7.6 of the Notes.
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BHP - pricing and early tender acceptance
BHP’s subordinated note repurchase plan - pricing and early acceptance of Tenders
BHP announced today the pricing and early acceptance of Tenders pursuant to 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 and early acceptance of Tenders pursuant to BHP’s global multi-currency subordinated note repurchase plan, announced on 2 September 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)) (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) (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 such 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 2 September 2020 prepared by the Companies in connection with the Offers (the Tender Offer Memorandum).
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BHP - early results in note repurchase
BHP Billiton Finance (USA) Ltd. (“BHPB Finance (USA) Ltd.”) and BHP Billiton Finance Ltd. (“BHPB Finance Ltd.” and, together with BHPB Finance (USA) Ltd., the “Companies” and each a “Company”) today announced the early results of BHP’s global multi-currency subordinated note repurchase plan, announced on 2 September 2020, which includes:
(a) an invitation by BHPB Finance (USA) Ltd. to eligible holders of its outstanding USD2 250 000 000 6.750 per cent. Subordinated Non-Call 10 Fixed Rate Reset Notes due 2075 guaranteed by BHP Group Ltd. and BHP Group Plc (the “Parent Companies”) (ISIN: US055451AX66 (Rule 144A) / USQ12441AB91 (Reg S)) (the “US Dollar Notes”); and
(b) an invitation by BHPB Finance Ltd. 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 Ltd. and such Notes and such guarantee being guaranteed by BHP Group Plc (ISIN: XS1309436910) (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 such 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 2 September 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.
The Early Tender Deadline for the Offers was 5:00 pm, New York time, on 16 September 2020 (the “Early Tender Deadline”). The Withdrawal Deadline was 5:00 pm, New York time, on 16 September 2020. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances as detailed further in the Tender Offer Memorandum.
As at the Early Tender Deadline, the aggregate principal amount of the Notes validly tendered and not withdrawn by Holders was:
(a) pursuant to the Offer made in respect of the US Dollar Notes, USD1 504 232 000, representing 66.85 per cent. of the total aggregate principal amount of the US Dollar Notes; and
(b) pursuant to the Offer made in respect of the Euro Notes, EUR469 771 000, representing 62.64 per cent. of the total aggregate principal amount of the Euro Notes.
The Tenders validly submitted and not withdrawn by the Early Tender Deadline exceeded the Offer Cap of USD1 900 000 ,000.
The Companies hereby announce their indicative and non-binding intention (subject to confirmation by the Companies in their sole and absolute discretion) to accept valid tenders of Notes in the Series as set out in the table below. A Pro Rating Factor is expected to be applied to the Euro Notes and a non- binding indication is detailed in the table below. The below indications are based upon the Reference Yields and FX Rate as of at or around 10:00 am, New York time, on 16 September 2020; since the Offer Cap is based upon the total amount paid to purchase Notes pursuant to the Offers, Holders should note that the amount of each Series and each Pro-Rating Factor will be subject to, amongst other things, the actual Reference Yields and FX Rate as of the Pricing Time.
Pricing and early acceptance
Pricing of the Offers will take place at or around 10:00 am, New York time today, 17 September 2020. As soon as practicable after the Pricing Time, the Companies will announce their decision to accept valid Tenders for purchase on the Early Settlement Date and, if so accepted: (i) the Reference Yield, the Early Consideration and the Late Consideration for each Series; (ii) the FX Rate; (iii) the Final Acceptance Amount in respect of the Early Settlement Date; (iv) the allocation of the Final Acceptance Amount in respect of the Early Settlement Date between each Series (which will be determined using the Acceptance Priority Levels); (v) any Pro-Rating Factor in respect of the Notes settled on the Early Settlement Date (if applicable); (vi) the aggregate principal amount of Notes in each Series that will remain outstanding after the Early Settlement Date; and (vii) the aggregate amount of capacity (if any) pursuant to the Offer Cap remaining for any Tenders submitted after the Early Tender Deadline and at or prior to the Expiration Deadline.
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; and/or (v) 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.
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BHP - economic contribution report extract 2020
Our Economic Contribution Report (Report) for the year ended 30 June 2020 was released today. BHP has a long-standing commitment to transparency. We believe it enhances understanding, builds trust and holds us and others to account.
We’ve disclosed details of our tax and royalty payments for more than 20 years and during that time we have continually updated and expanded our disclosures. As in prior years, this Report discloses our total direct economic contribution, including the taxes and royalties we paid on a country-by-country and project-by-project basis. We disclose reconciliation of this data to our Financial Statements, including comparative data from prior years. We also disclose additional voluntary information, such as details of each of our subsidiary entities in ‘tax haven’ countries and tax incentives we have been granted in the countries in which we operateby some of our host governments. In addition, we disclose our intra- group transactions and relationships with tax authorities in compliance with the Australian Voluntary Tax Transparency Code. We also disclose further information regarding our approach to tax risk management and governance.
The Report complies with a number of different tax transparency regimes. The information on our payments to governments is set out in accordance with the UK Regulations, which implement the EU Accounting Directive. By issuing the Report, we comply with the Australian Voluntary Tax Transparency Code. Beyond these requirements, we voluntarily disclose additional information, including our direct economic contribution, profit/(loss), number of employees and contractors and effective tax rates in the key countries in which we operate. Also, we support the voluntary disclosure of country-by-country reports that contain quantitative data, such as revenue from related and unrelated parties, profit/(loss) before tax, and number of employees for each country in which a subsidiary entity of a corporate group is tax resident. We will be publishing our country-by-country data for FY2019, separately to this Report.
Our Economic Contribution Report 2020 has today been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. It is also available to be downloaded on the BHP website at:
https://www.bhp.com/investor-centre/-/media/documents/investors/annual- reports/2020/bhpeconomiccontributionreport2020.pdf
BHP’s corporate purpose is to bring people and resources together to build a better world. We are proud of the valuable contribution we make to the communities where we operate and to society as a whole. The economic contribution we make is an important part of this. Our total direct economic contribution for FY2020 was USD37.2 billion. This includes payments to suppliers, wages and benefits for our more than 80,000 employees and contractors, dividends, taxes and royalties and voluntary investment in social projects across the communities where we operate.
In FY2020, our tax, royalty and other payments to governments totalled USD9.1 billion. Of this, 82.2 per cent or USD7.5 billion was paid in Australia. During the last decade, we paid USD85.0 billion globally in taxes, royalties and other payments, including USD64.2 billion (approximately AD76 billion) in Australia.
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BHP - notice of meeting and shareholder packs
The following documents have today been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- BHP Group Plc Notice of Meeting 2020
https://www.bhp.com/-/media/documents/investors/annual- reports/2020/bhpnoticeofmeetingplc2020.pdf
- Proxy Form (UK Principal Register)
- Proxy Form (South Africa Branch Register)
The documents (with the exception of the Proxy Forms) may also be accessed via BHP’s website - bhp.com - or using the web links above.
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BHP - annual financial report 2020
The following documents have today been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- Annual Report 2020
https://www.bhp.com/investor-centre/-/media/documents/investors/annual- reports/2020/bhpannualreport2020.pdf
- Economic Contribution Report 2020
https://www.bhp.com/investor-centre/-/media/documents/investors/annual- reports/2020/bhpeconomiccontributionreport2020.pdf
- XML format of the Economic Contribution Report 2020
https://www.bhp.com/investor-centre/-/media/documents/investors/annual- reports/2020/bhpeconomiccontributionreport2020.xml
The documents may also be accessed via BHP’s website - bhp.com - or using the web links above.
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BHP - notice of 2021 interim dividend dates
The proposed dates1 for the 2021 Interim Dividend of BHP Group Limited and BHP Group Plc are set out below. BHP’s Dividend Reinvestment Plan (DRP) will operate in respect of the 2021 Interim Dividend. Full terms and conditions of the DRP and details about how to participate can be found at bhp.com.
2021 Interim Dividend
- Half Yearly Results Announcement and Dividend Determination 16 February 2021
- Announcement of currency conversion into RAND 26 February 2021
- Last day to trade cum dividend on JSE 2 March 2021
- Ex-Dividend Date (JSE) 3 March 2021
- Ex-Dividend Date (ASX, LSE and NYSE2) 4 March 2021
- Record Date 5 March 2021
- DRP and Currency Election date (including announcement of currency conversion ASX and LSE) 8 March 2021
- Payment Date 23 March 2021
- DRP Allocation Date (ASX and LSE) within ten business days after the payment date 6 April 2021
- DRP Allocation Date (JSE), subject to the purchase of shares by the Transfer Secretaries in the open market, CSDP accounts credited/updated on or about 6 April 2021
BHP Group 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 3 March 2021 and 5 March 2021 (inclusive), nor will transfers between the UK register and the South African register be permitted between the dates of 26 February 2021 and 5 March 2021 (inclusive).
Any eligible shareholder who wishes to participate in the DRP, or to vary a participation election should do so in accordance with the timetable set out above, or, in the case of shareholdings on the South African branch register of BHP Group Plc, in accordance with the instructions of your CSDP. The DRP Allocation Price will be calculated in each jurisdiction as an average of the price paid for all shares actually purchased to satisfy DRP elections. The Allocation Price applicable to each exchange will made available at bhp.com/DRP4.
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BHP - climate change report and briefing
The following document has today, 10 September 2020, been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:
- BHP Climate Change Report
- BHP Climate Change Briefing Presentation
The documents may also be accessed via BHP’s website: bhp.com
The webcast for the presentation can be accessed at: https://edge.media-server.com/mmc/p/te5decth
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BHP - dividend currency exchange rates
On 18 August 2020, the Board of BHP determined to pay a final dividend of 55 US cents per share for the year ended 30 June 2020. As noted in the dividend determination on 18 August 2020 the currency conversion for Australian cents, British pence and New Zealand cents will be based on the foreign currency exchange rates on the Dividend Reinvestment Plan Election date, 8 September 2020, and for South African cents one week before the Record Date on the JSE Limited, which was 28 August 2020(1).
The following table sets out the currency exchange rates applicable for the dividend:
Dividend 55 US cents per share
Australian cents:
Exchange rate: 0.728900
Dividend in local currency: 75.456167
British pence
Exchange rate: 1.306150
Dividend in local currency: 42.108487
New Zealand cents
Exchange rate: 0.669330
Dividend in local currency: 82.171724
South African cents (1)
Exchange rate: 16.842000
Dividend in local currency: 926.310000
The dividend will be paid on 22 September 2020.
(1) On 28 August 2020 we announced to the London Stock Exchange and the JSE Limited the currency exchange rate applicable to the dividend payable in South African cents.
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BHP - appointment of non-executive director
BHP Chair, Ken MacKenzie, announced the appointment of Christine O’Reilly to the BHP Board as an independent Non-executive Director, effective 12 October 2020.
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BHP - launches subordinated note repurchase plan
BHP announced today that the Board has approved a global multi-currency subordinated note repurchase plan, targeting US dollar and euro subordinated notes issued in 2015 and subject to an aggregate cash spend cap of USD1.9 billion (excluding accrued interest). The multi-currency plan, which shall be funded from surplus cash, aims to reduce the Group’s gross debt balance, reduce associated interest costs and enhance the Group’s capital structure.
In conjunction with the repurchase plan, BHP intends to redeem the USD1,000,000,000 6.250 per cent. Subordinated Non-Call 5 Fixed Rate Reset Notes due 2075, issued by BHPB Finance (USA) Limited, on their First Reset Date on 19 October 2020 in accordance with the terms and conditions of those notes, also using available cash. Further announcements will be made as regards such redemption in due course.
Subject to the Companies acquiring the remaining Notes of any Series if a Substantial Repurchase Event is triggered as set out below, it is expected that the remaining subordinated notes will continue to be part of the Companies’ debt profile following the Offers and redemption, though in a reduced quantum.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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