ANZ GROUP HOLDINGS LIMITED For Release: 12 February 2016
Today Australia and New Zealand Banking Group Limited ("Issuer") will issue JPY 20,000,000,000 1.183 per cent fixed rate subordinated notes due 12 February 2026 pursuant to its US$60,000,000,000 Euro Medium Term Note Programme (the "Subordinated Notes").
The Subordinated Notes convert into fully paid ordinary shares of the Issuer ("Ordinary Shares") where the Australian Prudential Regulation Authority ("APRA") determines this to be necessary on the grounds that the Issuer would otherwise become non-viable.
This notice is a cleansing notice prepared for the purposes of section 708A(12G)(e) of the Corporations Act 2001 (Cth) ("Corporations Act") (as inserted by ASIC Instrument 14- 1723) to enable Ordinary Shares issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure and includes:
in Schedule 1 a description of the rights and liabilities attaching to the Subordinated Notes that has been extracted from the Information Memorandum dated 15 May 2015 (the "Information Memorandum");
in Schedule 2 commercial particulars of the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes dated 10 February 2016 (the "Pricing Supplement"); and
in Schedule 3 a description of the rights and liabilities attaching to Ordinary Shares.
Words and expressions defined in the Information Memorandum have the same meanings in the remainder of this cleansing notice unless the contrary intention appears.
As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the Issuer to prepare and lodge with ASIC both yearly and half yearly financial statements and to report on its operations during the relevant accounting period, and to obtain an audit or review report from its auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
The Issuer must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purposes of ASX making the information available to the Australian securities market. In this regard, the Issuer has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information concerning it of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of its quoted securities.
The Issuer will provide a copy of any of the following documents free of charge to any person who requests a copy before the Subordinated Notes are issued:
the Issuer's annual financial report for the year ended 30 September 2015;
any continuous disclosure notices given by the Issuer in the period after the lodgement of the annual financial report of the Issuer for the year ended 30 September 2015 and before the date of this notice; and
the Issuer's constitution.
All written requests for copies of the above documents should be addressed to: Investor Relations Department
Australia and New Zealand Banking Group Limited ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands VIC 3008
This Notice is not a prospectus or other disclosure document in relation to the Subordinated Notes, and does not constitute an offer or invitation for the Subordinated Notes or any Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale to persons in Australia in circumstances where disclosure is not required in accordance with Part 6D.2 and Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States or any jurisdiction, and the securities may not be offered or sold in the United States or to, or for the account or the benefit of,
U.S. persons unless an exemption from the registration requirements of the US Securities Act is available and the offer and sale is in accordance with all applicable state securities laws of any state of the United States. This notice is not an offer or invitation to any U.S. persons.
Schedule 1 - Description of rights and liabilities attaching to the Subordinated Notes
SCHEDULE AThe following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Notes of each Series. Either (i) the full text of these conditions together with the applicable provisions of the relevant Pricing Supplement or (ii) these conditions as so completed (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on all Bearer Notes in definitive form or on the Certificates relating to Registered Notes in definitive form.
This Note is one of a Series (as defined below) of Notes issued by either Australia and New Zealand Banking Group Limited ("ANZBGL"), ANZ Bank New Zealand Limited ("ANZ New Zealand") or ANZ New Zealand (Int'l) Limited, acting through its London branch ("ANZNIL"), as specified in the relevant Pricing Supplement. References herein to the "Issuer" shall be references to the party specified as "Issuer" in the Pricing Supplement for this Note, and references to "Issuers" shall be to ANZBGL, ANZ New Zealand and ANZNIL. References herein to "Notes" shall be references to the Notes of this Series.
The Notes are issued pursuant to an Amended and Restated Agency Agreement dated 15 May 2015 (as further amended and/or supplemented and/or restated as at the Issue Date of the Notes, the "Agency Agreement") between the Issuers, ANZ New Zealand as guarantor of the Notes issued by ANZNIL (the "Guarantor"), Deutsche Bank AG, London Branch as fiscal agent, calculation agent, paying agent and transfer agent and Deutsche Bank Trust Company Americas and Deutsche Bank Luxembourg S.A. as registrar and transfer agent and with the benefit of a Deed of Covenant dated 15 May 2015 (the "Deed of Covenant") executed by the Issuers in relation to the Notes. The fiscal agent, paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the "Fiscal Agent", the "Paying Agents" (which expression shall include the Fiscal Agent, and, if applicable, the CMU Lodging Agent and the CMU Paying Agent, for the time being appointed under Condition 6(e)), the "Registrar", the "Transfer Agents" and the "Calculation Agent(s)". The Guarantor has, for the benefit of the holders from time to time of the Notes issued by ANZNIL, executed and delivered a Deed of Guarantee dated 15 May 2015 (as amended and/or supplemented and/or restated from time to time, the "Deed of Guarantee") under which it has unconditionally and irrevocably guaranteed the due and punctual payment of all amounts due by ANZNIL under or in respect of the Notes issued by ANZNIL as and when the same shall become due and payable. Copies of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee are available for inspection at the specified offices of each of the Paying Agents (if more than one), the Registrar and the Transfer Agents.
The Noteholders, the holders (the "Couponholders") of the interest coupons (the "Coupons") appertaining to interest-bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the "Talons") and the holders (the "Receiptholders") of the receipts for the payment of instalments of principal (the "Receipts") relating to Notes in bearer form of which the principal is payable in instalments are bound by and are deemed to have notice of all of the provisions of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee applicable to them.
As used herein, "Tranche" means Notes which are identical in all respects (including as to listing) and "Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single Series and (ii) are identical in all respects (including as to listing) except for the respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
The Pricing Supplement for this Note (or the relevant provisions thereof) is endorsed on this Note and completes these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References herein to the "Pricing Supplement" are to the Pricing Supplement (or the relevant provisions thereof) endorsed on this Note.
Words and expressions defined in the Agency Agreement or used in the Pricing Supplement shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the Pricing Supplement, the Pricing Supplement will prevail.
ANZ - Australia & New Zealand Banking Group Ltd. issued this content on 12 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 12 February 2016 03:31:58 UTC
Original Document: http://news.iguana2.com/anz/ASX/ANZ/438269
