BHP BILLITON FINANCE LIMITED BHP BILLITON FINANCE PLC 3/3/2017 آ  BHP BILLITON PLC (incorporated with

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Text of BHP BILLITON FINANCE LIMITED BHP BILLITON FINANCE PLC 3/3/2017 آ  BHP BILLITON PLC (incorporated...

  • Dated: 3 March 2017

    Prospectus

    ill

    bhpbilliton

    BHP BILLITON FINANCE LIMITED (incorporated with limited liability in Australia)

    BHP BILLITON FINANCE PLC (incorporated with limited liability in England and Wales)

    €20,000,000,000 Euro Medium Term Note Programme

    guaranteed in respect of Notes issued by BHP Billiton Finance Limited

    by

    BHP BILLITON LIMITED (incorporated with limited liability in Australia)

    and guaranteed in respect of Notes issued by BHP Billiton Finance Plc by

    BHP BILLITON PLC (incorporated with limited liability in England and Wales)

    On 19 June 2002, each of BHP Billiton Finance Limited and BHP Billiton Finance B.V., as issuers, and BHP Billiton Limited and BHP Billiton Plc , as issuers and guarantors, entered into a U.S.$1,500,000,000

    Euro Medium Term Note Programme. This Prospectus supersedes all previous offering circulars or prospectuses issued in connection with the Programme. Any Notes (as defined below) issued after the date hereof under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof.

    Under the Euro Medium Term Note Programme described in this Prospectus (the “Programme”), each of BHP Billiton Finance Limite d and BHP Billiton Finance Plc, subject to compliance with all relevant

    laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”) guaranteed by BHP Billiton Limited (in the case of Notes issued by BHP Billiton Finance Limited) and BHP Billiton Plc (in the case of Notes issued by BHP Billiton Finance Plc) (each such guarantee a “Guarantee” and together, the “Guarantees”). Notes also have the benefit of deed poll guarantees dated 29 June 2001 (each a “Cross Guarantee” and together, the “Cross Guarantees”) entered into by each of BHP Billiton Limited and BHP Billiton Plc, pursuant to which each of BHP Billiton Limited and BHP Billiton Plc

    has guaranteed the relevant contractual obligations of the other Guarantor (and thereby the relevant obligations of other persons that are guaranteed by the other Guarantor). The aggregate nominal amount of Notes outstanding will not at any time exceed €20,000,000,000 (or the equivalent in other currencies).

    Application has been made to the Financial Conduct Authority (the “FCA”) in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FSMA”) (the “UK Listing Authority”) for Notes issued under the Programme (other than Exempt Notes (as defined below)) during the period of 12 months from the date of this Prospectus to be admitted to the Official List of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”).

    References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer and the relevant Dealer(s). The Issuers may also issue unlisted Exempt Notes.

    The requirement to publish a prospectus under the Prospectus Directive (as defined below) only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member

    State(s)). References in this Prospectus to “Exempt Notes” are to Notes which are neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive. The UK Listing Authority has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes.

    Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”) or in bearer form exchangeable for Registered Notes (“Exchangeable Bearer Notes”) . Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined herein) of Notes other than

    Exempt Notes will be set out in a final terms document (the “Final Terms”) which, with respect to Notes to be listed on the Official List and traded on the Market, will be delivered to the UK Listing Authority and the London Stock Exchange. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of Exempt Notes will be set out in a pricing supplement document (the “Pricing Supplement”). In the case of Exempt Notes, references herein to “Final Terms” shall be

    deemed to be references to “Pricing Supplement”, so far as the context admits. Copies of each Final Terms and each Pricing Supplement will be available for viewing, subject as provided below, on weekdays during normal business hours at the principal office of the Trustee (as defined below) and the specified offices of the Paying Agents and the Transfer Agents (each as defined herein) as set out at the end of this Prospectus.

    In addition, copies of each Final Terms relating to Notes which are either admitted to trading on the Market or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive (as defined below) will also be published on the website of the London Stock Exchange through a regulatory information service. Copies of each Final Terms relating to Notes

    which are admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be published in accordance with Article 14(2) of the Prospectus Directive and the rules and regulations of the relevant regulated market. Copies of each Pricing Supplement relating to any Exempt Notes will only be available for inspection by a holder of such Notes upon production of evidence satisfactory to the Trustee, the relevant Paying Agent or the

    relevant Transfer Agent, as the case may be, as to the identity of such holder.

    Prospective investors should consider carefully the risks set forth herein under “Risk Factors” prior to making investment decisions with respect to the Notes.

    The Notes, the Guarantees and the Cross Guarantees have not been registered under the U.S. Securities Ac t of 1933, as amended (the “Securities Act”) and are being offered only outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

    Each Series (as defined herein) of Bearer Notes will be represented on issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a

    “Permanent Global Note” and, together with a Temporary Global Note, the “Global Notes”). Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the later of the commencement of the offering and the relevant issue date (the “Exchange Date”), upon certification as to non-U.S. beneficial ownership. Each Series of

    Registered Notes will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Certificates representing Registered Notes that are registered in the name of a nominee for one or more clearing systems are referred to herein as “Global Cert ificates”. Global Notes will (i) if the Global Notes are intended to be issued in new global note (“NGN”) form, as specified in the applicable Final Terms, be deposited on or prior to the issue date of the Tranche with a common safekeeper (the “Common

    Safekeeper”) on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”) and (ii) if the Global Notes are not intended to be issued in NGN form but are intended to be issued in classic global note (“CGN”) form, be deposited on or prior to the issue date of the Tranche with a common depositary (the “Common Depositary”) on behalf of Euroclear and Clearstream, Luxembourg. Global Certificates will be deposited on or prior to the issue date of the Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. Notes

    denominated in Canadian dollars settling and clearing through CDS Clearing and Depository Services Inc. (“CDS”, and such Notes “Canadian Notes”) will be represented on issue by a Permanent Global Note in CGN form or a Global Certificate which, in each case, will be deposited on or prior to the issue date of the Tranche with CDS or a nominee of CDS. The provisions governing the exchange of interests in Global Notes for other Global Notes and/or definitive Notes are describ