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BIL
BIBLT
Bhp Billiton Successfully Completes A$2.25 Billion (Us$1.6 Billion) Off-Market
Share Buy-Back
BHP Billiton Plc
Share Code: BIL
Isin: GB0000566504
NEWS RELEASE
Date
3 April 2006
BHP BILLITON SUCCESSFULLY COMPLETES A$2.25 BILLION
(US$1.6 BILLION) OFF-MARKET SHARE BUY-BACK
BHP Billiton today announced the successful completion of its off-market buy-
back of 96.0 million BHP Billiton Limited shares, which comprises the first
stage of its US$2 billion capital management programme. Due to the strong demand
available at an attractive price, BHP Billiton increased the buy-back to A$2.25
billion (US$1.6 billion), representing 1.6% of the issued share capital of the
BHP Billiton Group and 2.7% of BHP Billiton Limited.
The final price for the buy-back has been set at A$23.45 per share, representing
a discount of 14% to the volume weighted average price (VWAP) of BHP Billiton
Limited shares over the 5 trading days up to and including the closing date of
the buy-back(1). This significant discount to market ensures the buy-back is in
the best interests of BHP Billiton and all of its shareholders, regardless of
their location, tax status or participation in the buy-back. The closing price
for BHP Billiton Limited and the opening price for BHP Billiton Plc on 31 March
2006 were A$28.00 and 10.67 pounds(2), respectively.
BHP Billiton"s Chief Financial Officer, Alex Vanselow, said "the successful
execution of the off-market buy-back provides an optimal means for maximising
economic value for all of our shareholders. Shareholders in both BHP Billiton
Limited and BHP Billiton Plc will benefit from the enhanced value of the
remaining shares through the increased earnings, cash flow and return on equity
attributable to each share."
"We are pleased with the strong support that we have received from shareholders,
which has enabled us to significantly increase the size of the buy-back to
A$2.25 billion from the previously announced A$1.5 billion target. It is
intended that the balance of US$0.4 billion will be returned to our shareholders
via on-market purchases, most likely of BHP Billiton Plc shares. The Board of
BHP Billiton believes that this US$2 billion capital management initiative,
which is in addition to the 3 US cents per share increase in the interim
dividend, demonstrates our continued commitment to capital discipline as well as
our confidence in the Company"s outlook and strong cash generative
capabilities," Mr Vanselow said.
Due to the very strong demand for the buy-back, a scale back of tenders is
required. Shareholders who tendered their shares at a 14% discount and/or as
final price tenders, will have a priority allocation of 200 shares bought back
before the scale back is applied. As a result of the 63.47% scale back,
successful shareholders will have 36.53% of their shares tendered in excess of
the priority allocation bought back. No tenders were excluded on the basis of a
minimum price condition.
To ensure that registered shareholders with small holdings are not
disadvantaged, the scale back has been structured so that successful
shareholders who tendered all of their shares at a 14% tender discount and/or as
a final price tender and who would be left with 80 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$21.35 of the 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$5.96, being the A$2.10 capital component plus A$3.86,
being the excess of the Tax Value(3) over the buy-back price.
Payments to bank accounts and dispatch of cheques for shares bought back are
expected to be completed by Monday, 10 April 2006. Shares that have been
tendered into the buy-back but not bought back are expected to be released to
shareholders during Monday, 3 April 2006.
Shareholders who have any enquiries in relation to their tenders may contact the
BHP Billiton buy-back enquiry line on 1300 781 469 within Australia or +61 3
9415 4254 if calling from outside of Australia.
(1) BHP Billiton Limited"s cumulative VWAP for the 5 trading days up to and
including 31 March 2006
was A$27.2665.
(2) Equivalent to A$25.87 at an exchange rate of A$2.4244 = GBP 1.00.
(3) The Tax Value of A$27.31 was calculated as A$24.42 adjusted by the movement
in the BHP Billiton Plc share price from the close of trading in London on 14
February 2006 to the opening of trading in London on 31 March 2006, as agreed
with the Australian Taxation Office.
Further information on BHP Billiton can be found on our Internet site:
www.bhpbilliton.com
Contacts:
Australia United Kingdom
Jane Belcher, Investor Relations Mark Lidiard, Investor & Media
Tel: +61 3 9609 3952 Mobile: +61 417 Relations
031 653 Tel: +44 20 7802 4156 Mobile: +44
email: Jane.H.Belcher@bhpbilliton.com 7769 934 942
email: Mark.Lidiard@bhpbilliton.com
Samantha Evans, Media Relations Illtud Harri, Media Relations
Tel: +61 3 9609 2898 Mobile: +61 400 Tel: +44 20 7802 4195 Mobile: +44
693 915 7920 237 246
email: Samantha.Evans@bhpbilliton.com email: Illtud.Harri@bhpbilliton.com
United States South Africa
Tracey Whitehead, Investor & Media Alison Gilbert, Investor Relations
Relations Tel: SA +27 11 376 2121 or UK +44 20
Tel: US +1 713 599 6100 or UK +44 20 7802 4183
7802 4031Mobile: +44 7917 648 093 email:
email: Alison.Gilbert@bhpbilliton.com
Tracey.Whitehead@bhpbilliton.com
Date: 03/04/2006 07:49:57 AM Produced by the JSE SENS Department
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