BIL - BHP Billiton Plc - BHP Billiton successfully11 Apr 2011
BIL
BIBLT                                                                           
BIL - BHP Billiton Plc - BHP Billiton successfully completes A$6.0 Billion      
(Us$6.3 Billion) off-market buy-back of BHP Billiton Limited Shares             
BHP Billiton Plc                                                                
Share code:    BIL                                                              
ISIN:          GB0000566504                                                     
Number:   12/11                                                                 
Date:     11 April 2011                                                         
BHP BILLITON SUCCESSFULLY COMPLETES A$6.0 BILLION (US$6.3 BILLION) OFF-MARKET   
BUY-BACK OF BHP BILLITON LIMITED SHARES                                         
BHP Billiton today announced the successful completion of its off-market        
tender buy-back (Off-Market Buy-Back) of BHP Billiton Limited shares. The       
final transaction size of A$6.0 billion (US$6.3 billion) has enabled BHP        
Billiton Limited to buy back 147 million shares, which represents 4.4 per cent  
of the issued share capital of BHP Billiton Limited.                            
The final price for the Off-Market Buy-Back has been set at A$40.85 per share,  
which represents a discount of 14 per cent to the market price of A$47.4985     
per share. The final price has allowed BHP Billiton to purchase a significant   
amount of BHP Billiton Limited shares at a material discount to the market      
price. The Off-Market Buy-Back is expected to have a positive impact on BHP     
Billiton`s earnings per share, cash flow per share and return on equity. As a   
result, the Off-Market Buy-Back is expected to benefit all BHP Billiton         
shareholders regardless of location, tax status or participation in the Off-    
Market Buy-Back.                                                                
BHP Billiton Group Executive and Chief Financial Officer, Alex Vanselow, said   
"We are pleased to have successfully completed this transaction, which returns  
capital to participating investors in an expeditious manner while maximising    
economic value for all our shareholders. When combined with our ongoing         
commitment to invest in high quality growth opportunities and our progressive   
dividend policy, today`s announcement further demonstrates the disciplined and  
predictable manner in which we approach capital deployment."                    
BHP Billiton has now repurchased US$7.8 billion worth of BHP Billiton Limited   
and BHP Billiton Plc shares under the capital management program that was       
reactivated on 16 November 2010 and expanded to US$10 billion on 16 February    
2011.  Subject to market conditions, BHP Billiton expects that the US$2.2       
billion remaining on this program will be completed through further share buy-  
backs by the end of the 2011 calendar year.                                     
Due to the strong demand for the Off-Market Buy-Back, a scale back of tenders   
was required. Subject to exclusions due to a minimum price condition,           
shareholders who tendered their shares at a 14 per cent discount and/or as      
final price tenders will have a priority allocation of 125 shares bought back   
before the scale back is applied. As a result of the 78.27 per cent scale       
back, successful shareholders will have 21.73 per cent of their shares          
tendered in excess of the priority allocation bought back.                      
To ensure that registered shareholders with small holdings are not              
disadvantaged, the scale back was structured so that successful shareholders    
who tendered all of their shares at a 14 per cent tender discount and/or as a   
final price tender and who would be left with 50 shares or less as a result of  
the priority allocation and scale back, will have all of their shares bought    
back in full.                                                                   
For shareholders who have successfully tendered their shares, A$40.57 of the    
Off-Market Buy-Back price is treated for Australian tax purposes as a fully     
franked dividend. For Australian capital gains tax purposes, the deemed         
capital proceeds are A$9.31, being the A$0.28 capital component plus A$9.03,    
which is the excess of the tax value over the buy-back price.                   
Payments to bank accounts and dispatch of cheques for shares bought back are    
expected to be completed on Monday, 18 April 2011. Shares that have been        
tendered into the Off-Market Buy-Back but not bought back are expected to be    
released to shareholders during Monday, 11 April 2011.                          
Shareholders who have any enquiries in relation to their tenders may contact    
the BHP Billiton buy-back enquiry line on 1300 612 584 within Australia, 0800   
451 521 within New Zealand or +61 3 9415 4868 if calling from outside of        
Australia or New Zealand, or visit our website www.bhpbilliton.com.             
Refer to the Appendix for a summary of the key results regarding the Off-       
Market Buy-Back.                                                                
Further information on BHP Billiton can be found on our Internet site:          
www.bhpbilliton.com                                                             
Australia                              United Kingdom & South Africa            
Brendan Harris, Investor Relations     Andre Liebenberg, Investor Relations     
Tel: +61 3 9609 4323                   Tel: +44 20 7802 4131                    
Mobile: +61 437 134 814                Mobile: +44 7920 236 974                 
email: Brendan.Harris@bhpbilliton.com  email:                                   
Andre.Liebenberg@bhpbilliton.com          
Samantha Stevens, Media Relations                                               
Tel: +61 3 9609 2898                   United Kingdom & Americas                
Mobile: +61 400 693 915                Ruban Yogarajah, Media Relations         
email: Samantha.Stevens@bhpbilliton.comTel: US +1 713 966 2907 or               
                                      UK +44 20 7802 4033Mobile: UK +44 7827    
082 022                                                                         
Amanda Buckley, Media Relations        email: Ruban.Yogarajah@bhpbilliton.com   
Tel: +61 3 9609 2209                                                            
Mobile: +61 419 801 349                Americas                                 
email: Amanda.Buckley@bhpbilliton.com  Scott Espenshade, Investor Relations     
                                      Tel: +1 713 599 6431                      
Kelly Quirke, Media Relations          Mobile: +1 713 208 8565                  
Tel: +61 3 9609 2896                   email: Scott.Espenshade@bhpbilliton.com  
Mobile: +61 429 966 312                                                         
email: Kelly.Quirke@bhpbilliton.com                                             
Fiona Martin, Media Relations                                                   
Tel: +61 3 9609 2211                                                            
Mobile: +61 427 777 908                                                         
email: Fiona.Martin2@bhpbilliton.com                                            

BHP Billiton Limited                  BHP Billiton Plc                          
ABN 49 004 028 077                    Registration number 3196209               
Registered in Australia               Registered in England and Wales           
Registered Office:                    Registered Office: Neathouse Place        
180 Lonsdale Street                   London SW1V 1BH United Kingdom            
Melbourne Victoria 3000 Australia     Tel +44 20 7802 4000                      
Tel +61 1300 55 4757                  Fax +44 20 7802 4111                      
Fax +61 3 9609 3015                                                             
                                                                                
Members of the BHP Billiton group which is headquartered in Australia           
Date: 11/04/2011 07:15:40 Produced by the JSE SENS Department.                  
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