SUNCORP GROUP LIMITED Further to the announcement on 11 November 2015, attached is a Notice under section 708A(12G)(e) of the Corporations Act 2001 given by Suncorp Group Limited and AAI Limited in relation to the Subordinated Notes.
Company Secretary
Suncorp Group Limited
attch.
1
Suncorp Group Ltd- ABN 66 145 290 124 - GPO Box 1453, Brisbane QLD 4001 www.suncorpgroup.com.au
Suncorp Group Limited and AAI Limited
Notice under section 708A(12G)(e) of the Corporations Act 2001 (Cth)
Suncorp Group Limited ('Suncorp') is pleased to confirm that, on 18 November 2015, AAI Limited (the 'Issuer') expects to settle its issue of A$225,000,000 of floating rate unsecured, subordinated notes ('Subordinated Notes'). Terms used but not defined in this notice are defined in the attached redacted information memorandum dated 18 November 2015 ('Redacted Information Memorandum'), which is set out in, and forms part of, the Schedule to this notice (Schedule).
The Subordinated Notes may be exchanged for fully paid ordinary shares of Suncorp ('Ordinary Shares') in the circumstances described in the Schedule (which include if a Non viability Trigger Event occurs, or on Conversion at the request of the Holder, subject to certain conditions).
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 [15/1047]('ASIC Instrument'). The Issuer and Suncorp have elected to jointly give this notice to enable Ordinary Shares issued on Conversion to be sold without disclosure under Chapter 6D of the Corporations Act. The Schedule forms part of this notice. In particular, this notice includes:
a description of the rights and liabilities attaching to the Subordinated Notes, as set out in section 3 (Information about the Issuer) and section 6 (Terms and conditions of the Subordinated Notes) of the Redacted Information Memorandum; and
a description of the rights and liabilities attaching to Ordinary Shares, as set out in section 7 (Information about the Ordinary Shares) of the Redacted Information Memorandum.
The Redacted Information Memorandum included in the Schedule has been modified from the original Information Memorandum dated 12 November 2015 to delete certain information relating to the Notes in order to comply with Australian legal requirements, including the requirements of the ASIC instrument.
The Issuer and Suncorp jointly confirm:
the Subordinated Notes were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
the information in this notice (including in the Schedule) remains current as of the date of this notice;
this notice (including in the Schedule) complies with section 708A of the Corporations Act, as notionally modified by ASIC Class Orders [CO 08/35] and [CO 10/322], and further modified by the ASIC Instrument; and
the Issuer and Suncorp have complied with subsection 708A(12H) of the Corporations Act as inserted by the ASIC Instrument.
Effect of the Subordinated Notes offer on the Issuer
The Issuer will use the proceeds of the Notes for general corporate purposes and they will form part of the Issuer's shareholder funds investment portfolio. The Australian Prudential Regulation Authority ('APRA') has provided confirmation that the Subordinated Notes are expected to qualify as Tier 2 Capital of the Issuer and of the Level 2 Group under the prudential standard for general insurers GPS 112 issued by APRA. This will assist the Issuer to meet its regulatory capital requirements and maintain the diversity of its sources and types of capital funding.
The proceeds, less the costs of the issue, will result in an increase in subordinated note liabilities and a corresponding increase in Financial assets designated at fair value issue though profit and loss in the statement of financial position of the Issuer. The proceeds, less the costs of the issue, will also result in an increase in Tier 2 capital of the Issuer for APRA regulatory purposes.
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Effect of the Subordinated Notes offer on Suncorp
The issue of the Subordinated Notes will not have a material impact on Suncorp's financial position. If a Non-Viability Event occurs, or a Holder requests Conversion in accordance with the Terms, and accordingly Suncorp issues Ordinary Shares, the impact of Conversion on Suncorp would be to increase Suncorp's shareholders' equity. The number of Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number, which, if calculated using a Nominal Amount of $10,000 and the Issue Date VWAP of $13.05 per Ordinary Share, is:
in the case of Conversion on occurrence of a Non-Viability Trigger Event, 3,831.4176 Ordinary Shares per Subordinated Note; and
in the case a Holder Conversion, 1,532.5670 Ordinary Shares per Subordinated Note.
Additional Information
Suncorp is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under both the Corporations Act and ASX Listing Rules. Suncorp must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about Suncorp that a reasonable person would expect to have a material effect on the price or value of its listed securities, including the Ordinary Shares.
Copies of documents lodged with ASIC and ASX in relation to Suncorp may be obtained from, or inspected at, an ASIC office and can also be obtained from www.asx.com.au.
The following information can be obtained from the 'Investors' and 'About Us' pages on Suncorp's website at www.suncorpgroup.com.au and Suncorp will provide a copy of any of the following documents free of charge to any person upon their request:
Suncorp's 2014/15 annual financial report;
any continuous disclosure notices given by Suncorp in the period after the lodgement of its 2014/2015 annual financial report and before the date of this notice; and
Suncorp's constitution.
Requests for copies of these documents should be made in writing to:
Suncorp Investor Relations, Level 28, 266 George Street, Brisbane Queensland 4001
Other
This notice, including the attached Redacted Information Memorandum, is not a prospectus or other disclosure document under the Corporations Act and does not constitute an offer or invitation for the Subordinated Notes or any Ordinary Shares for issue or sale in Australia. The offer of Subordinated Notes has closed and Subordinated Notes were only made available for sale to persons in Australia where disclosure was not required in accordance with Part 6D.2 and Chapter 7 of the Corporations Act.
The securities referred to in this notice have not been, and will not be, registered under the United States Securities Act of 1933 ('Securities Act') or the securities laws of any state of the United States or to, or for the account or benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and the offer and sale is in accordance with all applicable U.S. state securities laws. This notice is not an offer or invitation to any U.S. persons.
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NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the Information Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Information Memorandum. In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE 'SECURITIES ACT'), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation of your Representation: In order to be eligible to view the Information Memorandum or make an investment decision with respect to the securities described herein, investors must not be in the United States ('U.S.') and must not be either a U.S. person or acting for the account or benefit of a U.S. person (within the meaning of Regulation S under the Securities Act). The Information Memorandum is being sent at your request and by your acceptance of the e-mail attaching the Information Memorandum and accessing the Information Memorandum, you shall represent to AAI Limited (ABN 48 005 297 807) (the 'Issuer'), Australia and New Zealand Banking Group Limited (ABN 11 005 357 522), Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832), Deutsche Bank AG, Sydney Branch (ABN 13 064
165 162) and UBS AG, Australia Branch (ABN 47 088 129 613) (together, the 'Joint Lead Managers') that you are not in the U.S. or a U.S. person or acting for the account or benefit of a
U.S. person, your stated electronic mail address to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such Information Memorandum by electronic transmission.
The securities described herein are complex financial instruments and are not a suitable or appropriate investment for all investors and should not be promoted, offered, distributed and/or sold to retail investors. By your acceptance of the e-mail attaching the Information Memorandum and accessing the Information Memorandum you shall represent, warrant, agree with and undertake to the Issuer and the Joint Lead Managers that you have complied and will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area) relating to the promotion, offering, distribution and/or sale of the securities described herein (including without limitation the European Union's Directive 2004/39/EC (as amended) as implemented in each Member State of the European Economic Area) and any other applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the securities described herein by investors in any relevant jurisdiction. If you are acting as agent on behalf of a disclosed or
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