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BHP launches subordinated note repurchase plan
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
NEWS RELEASE
Release Time IMMEDIATE
Date 2 September 2020
Release Number 10/20
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).
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 US$1.9 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 US$1,000,000,000 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.
Overview of Offers
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:
(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 the 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”).
The Offers are subject to the offer restrictions set out below and as more fully described in the Tender
Offer Memorandum. For detailed terms of, and information on the procedures for participating in,
the Offers, please refer to the Tender Offer Memorandum, copies of which are (subject to the
distribution restrictions) available from the Tender and Information Agent as set out below.
Notes purchased in the Offers are intended to be retired and cancelled.
Capitalised terms not defined in this announcement have the meanings given to them in the Tender
Offer Memorandum.
The following table sets forth certain information relating to the pricing for the Offers.
Coupon to Reference Hypothetical
Principal First First Acceptance Early Fixed Security or Early Bloomberg
Notes ISIN amount Optional Reset Priority Tender Spread Reference Consideration Reference Offer Cap
outstanding Redemption Date Level Payment (1) (1) Interpolated (2) Page
Date Rate
US055451AX66 US 6.750% 20 1 US$50 per 170 bps 0.25% U.S. US$1,230.00 FIT1 The total amount
US (Rule 144A) / $2,250,000,000 October US$1,000 Treasury per US$1,000
paid in respect of
USQ12441AB91 2025 Security due
Dollar Notes purchased
(Reg S) 31 August
2025 (excluding, for this
Notes
purpose, Accrued
Interest) shall not,
when converted, if
applicable, into US
dollars at the FX
XS1309436910 €750,000,000 5.625% 22 2 €50 per 150 bps Interpolated €1,179.75 per ICAE1 Rate, exceed
Euro October €1,000 Euro Mid- €1,000 US$1,900,000,000,
2024 Swap Rate
Notes all as further
described in the
Tender Offer
Memorandum.
(1) The Early Consideration shall be calculated from the applicable Fixed Spread and includes the Early Tender Payment.
The Late Consideration (defined below) in respect of Notes of each relevant Series will be calculated by deducting the
Early Tender Payment from the Early Consideration (defined below). See the Tender Offer Memorandum for further
details.
(2) For illustrative purposes only, a hypothetical Early Consideration for each Series is set out in the table above, based upon
a hypothetical Pricing Time as at 10.00 a.m. (New York time) on 1 September 2020, where the hypothetical US Dollar
Notes Reference Yield was 0.270 per cent. and the hypothetical Interpolated Euro Mid-Swap Rate was -0.400 per cent.,
and assuming an Early Settlement Date of 21 September 2020. Holders should note that the actual Early Consideration
for each Series determined in the manner described in the Tender Offer Memorandum could differ significantly from the
hypothetical Early Consideration for each Series set out in the table above.
The Offers will commence on 2 September 2020 and will expire, unless terminated earlier, at 11:59 p.m.
(New York time) on 30 September 2020 or at such other date or time to which the Offers may be
extended, reopened, amended and/or terminated as provided in the Tender Offer Memorandum (such
applicable date and time, the “Expiration Deadline”).
Holders that validly tender their Notes and do not validly withdraw their Notes, at or prior to 5:00 p.m.
(New York time) on 16 September 2020 as may be extended or otherwise amended by the Companies
(such applicable date and time, the “Early Tender Deadline”) will be eligible to receive the Early
Consideration (defined below), which includes the Early Tender Payment, plus Accrued Interest.
Holders that validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration
Deadline will only be eligible to receive the Late Consideration (defined below) plus Accrued Interest.
Notes tendered may be withdrawn at any time prior to or at 5:00 p.m. (New York time) on 16 September
2020, as may be extended or otherwise amended by the Companies (such applicable date and time,
the “Withdrawal Deadline”) but not thereafter (other than in the limited circumstances set out in the
Tender Offer Memorandum).
The relevant deadlines set by any intermediary or Clearing System will be earlier than these deadlines.
Except in the limited circumstances described in the Tender Offer Memorandum, Notes tendered prior
to the Withdrawal Deadline may be withdrawn any time prior to or at the Withdrawal Deadline but
following the Withdrawal Deadline, a Tender Instruction will be irrevocable. Tender Instructions must be
submitted in respect of a minimum principal amount of Notes of the relevant Series of no less than the
Minimum Denomination for such Series, and may be submitted in integral multiples of US$1,000 or
€1,000, as applicable.
The Offers are subject to the satisfaction of certain conditions, as set forth in the Tender Offer
Memorandum.
Offer Cap
If the Companies (or one of the Companies, as the case may be) decide to accept any Notes for
purchase pursuant to the Offers, they propose to accept for purchase pursuant to the relevant Offer(s)
an aggregate principal amount of Notes such that the total amount payable for all Notes accepted for
purchase pursuant to the relevant Offer(s) (excluding Accrued Interest) is no greater than the cash
amount equal to US$1,900,000,000 (with any euro amounts being converted into US dollars at the FX
Rate at the Pricing Time in accordance with the terms set out in the Tender Offer Memorandum),
although the Companies reserve the right (acting together), but are under no obligation, to increase or
decrease such amount in respect of the Offers at any time, subject to applicable law (the “Offer Cap”),
which, in the event of an increase, could result in the Companies purchasing a greater aggregate
principal amount of Notes in the Offers.
Priority of Acceptance and Pro-Ration
Subject to the Offer Cap and the pro-ration arrangements described in the next paragraph, the
aggregate principal amount of each Series that is purchased pursuant to the Offers will be determined
in accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest
and Acceptance Priority Level 2 being the lowest. All US Dollar Notes validly tendered pursuant to the
relevant Offer, having Acceptance Priority Level 1, will be accepted before any validly tendered Euro
Notes, having Acceptance Priority Level 2; however, if the Companies purchase Notes on the Early
Settlement Date, all Notes validly tendered prior to or at the Early Tender Deadline will have priority over
Notes tendered after the Early Tender Deadline, regardless of the Acceptance Priority Levels of such
later tendered Notes. Notes validly tendered and purchased on the same Settlement Date shall be
purchased in accordance with the Acceptance Priority Levels.
If the total amount payable (excluding Accrued Interest) for validly tendered Notes with the same
Acceptance Priority Level would (together with the total amount payable (excluding Accrued Interest)
for any validly tendered Notes with a higher Acceptance Priority Level, where applicable), if purchased,
exceed the Offer Cap, such Notes will be purchased on a pro-rata basis such that total amount payable
(excluding Accrued Interest) for all Notes validly tendered in the Offers and accepted for purchase does
not exceed the Offer Cap, as further described in the Tender Offer Memorandum. If the purchase of all
Notes validly tendered prior to or at the Early Tender Deadline would result in an aggregate amount
payable (excluding, for this purpose, Accrued Interest) that would equal or exceed the Offer Cap, then
no Notes tendered after the Early Tender Deadline will be purchased pursuant to the Offers regardless
of the Acceptance Priority Level of such Notes, unless the Companies increase the Offer Cap (acting
together, in their sole discretion).
The Companies have an option to redeem remaining Notes of a Series at par plus any accrued
but unpaid interest following the purchase of 80 per cent. of such Series of Notes
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 issuing Company and certain related
parties of the relevant issuing Company. Such redemption will be subject to giving not less than 30 days’
irrevocable notice.
It is the current intention of each Company to acquire the remaining Notes of any Series in accordance
with the Series’ terms and conditions if a “Substantial Repurchase Event” is triggered in respect of such
Series by the purchase of any Notes pursuant to the relevant Offer(s). However, no Company is under
any obligation to make any such acquisition and each Company’s intention to do so may change at any
time and for any reason. No assurance can be given that the 80 per cent. threshold described above
will or will not be met in respect of any Series of Notes.
Early Consideration, Late Consideration and Accrued Interest
The amount in cash to be paid by the relevant Company for each US$1,000 or €1,000 (as applicable)
in principal amount of each Series validly tendered pursuant to the relevant Offer prior to or at the Early
Tender Deadline and accepted for purchase by the relevant Company shall be an amount (rounded to
the nearest cent, with US$0.005 and €0.005 (as applicable) being rounded upwards) that would reflect,
as of the Early Settlement Date, a yield to the First Reset Date of such Series equal to the sum of: (i)
the Reference Yield for such Series, plus (ii) the Fixed Spread for such Series set out in the above table
(in respect of each Series, the “Early Consideration”). The Reference Yield will be determined at the
Pricing Time on the Pricing Date with reference to, as applicable, the Reference Security or Reference
Interpolated Rate, as shown in the above table.
Specifically, the Early Consideration for each Series will equal (i) the value of all remaining payments of
principal and interest on the relevant Series up to and including the applicable First Reset Date
(assuming all outstanding Notes of the relevant Series are redeemed at their principal amount on the
applicable First Reset Date) discounted to the Early Settlement Date at a discount rate equal to the sum
of (x) the applicable Reference Yield plus (y) the applicable Fixed Spread, minus (ii) Accrued Interest.
The Early Consideration for each Series, when calculated in the manner set out above, includes the
applicable Early Tender Payment listed in the above table.
The amount in cash to be paid by the relevant Company for each US$1,000 or €1,000 (as applicable)
in principal amount of each Series validly tendered pursuant to the relevant Offer after the Early Tender
Deadline but prior to or at the Expiration Deadline and accepted for purchase by the relevant Company
shall be an amount (rounded to the nearest cent, with US$0.005 and €0.005 (as applicable) being
rounded upwards) equal to the Early Consideration for the relevant Series minus an amount equal to
the applicable Early Tender Payment listed in the above table (in respect of each Series, the “Late
Consideration”).
The Companies shall also pay Accrued Interest on all Notes validly tendered and accepted for purchase
pursuant to the relevant Offer(s).
Summary Timetable
The following table sets out the expected dates and times of the key events relating to each Offer. All
references to dates and times are to New York dates and times unless indicated otherwise. The times
and dates below are indicative only and subject to change at the discretion of the relevant Company. In
particular, the below times and dates are subject to the right of the Companies to extend, re-open,
amend, and/or terminate either Offer (subject to applicable law and as provided in the Tender Offer
Memorandum).
Holders are advised to check with any bank, securities broker or other intermediary through which they
hold Notes when such intermediary would need to receive instructions from a Holder in order for that
Holder to be able to participate in, or (in the limited circumstances in which withdrawal is permitted)
withdraw their instruction to participate in, the Offers by the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing System for the
submission and withdrawal of a Tender will be earlier than the relevant deadlines specified in the Tender
Offer Memorandum.
Date Calendar Date and Time
Launch Date 2 September 2020
Early Tender Deadline 5:00 p.m., New York time, on 16 September 2020
Withdrawal Deadline 5:00 p.m., New York time, on 16 September 2020
Early Results Announcement Prior to the Pricing Time on the Pricing Date
Time
Pricing Date and Time At or around 10.00 a.m., New York time on 17 September 2020, the
first Business Day after the Early Tender Deadline
Pricing and Early Acceptance As soon as practicable after the Pricing Time
Announcement Time
Early Settlement Date Expected to be 21 September 2020, the third Business Day after the
Early Tender Deadline
Date Calendar Date and Time
Expiration Deadline 11:59 p.m., New York time, on 30 September 2020
Final Results Announcement Expected to be 1 October 2020, the first Business Day after the
Date Expiration Deadline, or as soon as reasonably practicable thereafter,
provided that the purchase of all Notes validly tendered prior to or at
the Early Tender Deadline would not result in an aggregate amount
payable (excluding, for this purpose, Accrued Interest) that would
equal or exceed the Offer Cap
Final Settlement Date Expected to be 2 October 2020, the second Business Day after the
Expiration Deadline, or as soon as reasonably practicable thereafter
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. In addition, Holders may contact the Lead Dealer Managers for information
regarding the Offers using the contact details set out below.
Further Information
Holders may contact the Lead Dealer Managers or the Tender and Information Agent using the
contact details below:
LEAD DEALER MANAGERS
Deutsche Bank AG, London Branch Merrill Lynch International
Winchester House 2 King Edward Street
1 Great Winchester Street London, EC1A 1HQ
London EC2N 2DB United Kingdom
United Kingdom
Telephone (London): +44 20 7996 5420
Telephone (London): +44 (0) 20 7545 8011 Telephone (U.S. Toll Free): +1 (888) 292 0070
Telephone (US Toll Free): +1 (866) 627 0391 Telephone (U.S.): +1 (980) 387 3907
Telephone (US): +1 (212) 250 2955 Attention: Liability Management Group
Attention: Liability Management Group Email: DG.LM-EMEA@bofa.com
In respect of the Offer for the US Dollar Notes: In respect of the Offer for the Euro Notes:
J.P. Morgan Securities LLC J.P. Morgan Securities plc
383 Madison Avenue 25 Bank Street
New York, New York 10179 London E14 5JP
United States of America United Kingdom
Telephone (U.S. Toll-Free): (866) 834-4666 Telephone: +44 20 7134 2468
Telephone (U.S. Collect): (212) 834-3424 Attention: Liability Management
Attention: Liability Management Group Email: liability_management_EMEA@jpmorgan.com
TENDER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Attention: David Shilson / Owen Morris
Phone: +44 (0)20 7704 0880
Email: bhp@lucid-is.com
Legal notices
This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer
Memorandum contains important information which must be read carefully before any decision is made
with respect to the Offers described in this announcement. If any Holder is in any doubt about any
aspect of the Offers and/or the action it should take, it is recommended to seek its own legal, tax and
financial advice from its stockbroker, bank manager, counsel, accountant or other independent adviser.
Any Holder whose Notes are held on its behalf by a bank, securities broker or other intermediary must
contact such entity if it wishes to offer to tender such Notes pursuant to the Offers. The Dealer Managers
are acting exclusively for the Companies and no one else in connection with the arrangements described
in this announcement and the Tender Offer Memorandum and will not be responsible to any Holder for
providing the protections which would be afforded to customers of the Dealer Managers or for advising
any other person in connection with the Offers.
This announcement is for informational purposes only and is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described herein, and neither this announcement nor
the Tender Offer Memorandum constitutes an offer or invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or
for there to be such participation under applicable laws. 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, employees or affiliates make any representation or
recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the
Offers or whether any Holder should submit Tenders or refrain from doing so, and no one has been
authorised by any of them to make any such recommendation. 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. Each Holder must make its
own decision as to whether to submit Tenders or refrain from doing so and, if it wishes to submit a
Tender, the principal amount of Notes to tender.
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.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers is not being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets
Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom, and are only for circulation to
persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), or within
Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order (such persons together being the “Relevant
Persons”). Each of this announcement and the Tender Offer Memorandum is only available to Relevant
Persons and the transaction contemplated therein will be available only to, or engaged in only with,
Relevant Persons, and no person other than Relevant Persons should act on or rely on this
announcement, the Tender Offer Memorandum 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 Offers has been or will be lodged with the Australian Securities
and Investments Commission (“ASIC”) or any other regulatory authority in Australia and the Tender
Offer Memorandum does not comply with Division 5A of Part 7.9 of the Corporations Act.
No offers or applications will be made or invited for the purchase of any or all Notes in Australia (including
an offer or invitation which is received by a person in Australia).
This announcement, the Tender Offer Memorandum and any other offering material or advertisement
relating to any or all Notes 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 Tender Offer Memorandum 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.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers has been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
Therefore, the Offers may only be carried out in the Republic of Italy pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May
1999, as amended. Holders of each Series of Notes that are resident and/or located in the Republic of
Italy may tender their Notes through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes and the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France. This
announcement and the Tender Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has
been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
General
Neither this announcement, the Tender Offer Memorandum nor any other materials relating to the Offers
constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted
from Holders) in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires
that the Offers be made by a licensed broker or dealer and any of the Dealer Managers or any of their
respective affiliates is a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on behalf of the Companies in that
jurisdiction.
Each Holder wishing to submit a Tender will be deemed to give certain agreements,
acknowledgements, representations, warranties and undertakings in respect of the jurisdictions
referred to above and generally as set out in the Tender Offer Memorandum. Any Tender from a
Holder that is unable to make these agreements, acknowledgements, representations, warranties and
undertakings will not be accepted. Each of BHPB Finance Limited, BHPB Finance (USA) Limited, the
Parent Companies, the Dealer Managers and the Tender and Information Agent reserves the right, in
its absolute discretion, to investigate, in relation to any Tender, whether any such representation and
warranty given by a Holder is correct and, if such investigation is undertaken and as a result the
Companies determine (for any reason) that such representation is not correct, such tender shall not be
accepted. None of BHPB Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the
Dealer Managers and the Tender and Information Agent is under any obligation to make such an
investigation.
Further information on BHP can be found at: bhp.com
Sponsor: UBS South Africa (Pty) Limited
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 Elisa Morniroli
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
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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Date: 02-09-2020 12:23:00
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