Westpac Capital Notes 10

On 20 November 2023 Westpac Banking Corporation (Westpac) announced the offer (Offer) of a new ASX listed hybrid security, Westpac Capital Notes 10 (Notes), which is expected to trade on the ASX under the code WBCPM. The Offer includes a Reinvestment Offer for Eligible Westpac Capital Notes 6 (WCN 6) Holders.

Westpac Capital Notes 10 Prospectus

The Notes

The Notes are fully paid, convertible, transferrable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac, and are expected to provide investors with fully franked, floating rate, non-cumulative distributions paid quarterly.

Each Note will have an Issue Price of $100. The Margin is 3.10% per annum and will not change.

The Offer

Westpac has allocated $1.75 billion of Notes under the Offer. The Offer comprises:

a Reinvestment Offer: to clients of the Syndicate Brokers, and Institutional Investors, who are Eligible WCN 6 Holders wishing to reinvest all or some of their WCN 6 in Notes; and
a New Money Offer: to eligible clients of the Syndicate Brokers, and Institutional Investors, wishing to make a new investment in Notes.

Applications under the Offer can only be made through a Syndicate Broker, and by investors who meet the eligibility requirements and received an Allocation of Notes from a Syndicate Broker under the Bookbuild. The Bookbuild closed on 22 November 2023.

Investors who received an Allocation from their Syndicate Broker under the Bookbuild should speak to their Syndicate Broker to make an Application during the Offer Period.

The Offer is expected to close at 5.00pm (Sydney time) on 12 December 2023.

An Application must be made to, and the Application Payment (as applicable) must be received by, your Syndicate Broker in sufficient time for them to process your Application on your behalf by Closing Date.

For more information

Details of the Notes and the Offer are set out in the Prospectus.

Access the Westpac Capital Notes 10 Prospectus (PDF 1MB), lodged 28 November 2023.

Target Market Determination

A Target Market Determination (TMD) has also been prepared for the Notes. The TMD describes the class of retail investors to whom the Notes are targeted (described as the Target Market), and conditions around how the Notes are distributed to help ensure that retail investors are, or are reasonably likely to be, within the Target Market.

Access the Target Market Determination, relating to Westpac Capital Notes 10, (PDF 57KB) lodged 20 November 2023.

Announcements

Westpac lodged the Westpac Capital Notes 10 Offer Announcement on the ASX. The announcement summarises the Offer, including the eligibility requirements, how to apply and the important dates, as well as the key features of the Notes.

Access the Westpac Capital Notes 10 Offer Announcement (PDF 128KB), lodged 20 November 2023.

Westpac sent a letter and transfer notice to WCN 6 holders outlining the Reinvestment Offer, including how to participate, and the transfer of Participating WCN 6 to a Nominated Party to facilitate the reinvestment. The letter and transfer notice were also lodged on the ASX.

Access the Letter to Westpac Capital Notes 6 holders and Transfer Notice (PDF 115KB), lodged 20 November 2023.

Westpac announced the Margin and an increase in the Offer size in the Bookbuild completion Announcement.

Access the completion of Bookbuild Announcement (PDF 67KB), lodged 22 November 2023.

Notes Deed Poll

A Notes Deed Poll has been made by Westpac in favour of Holders. The Notes Deed Poll contains the agreement of Westpac to observe its obligations as set out in the Notes Terms, an obligation to Westpac to appoint the Registrar and procure the Registrar to establish and maintain the Notes Register, and provisions for meetings of Holders.

Notes Deed Poll, relating to Westpac Capital Notes 10 (PDF 881KB), dated 27 November 2023.

Refer to Section 2.8.6 of the Prospectus for more information regarding the Notes Deed Poll.

Guidance for retail investors

ASIC Guidance

Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart website. The guidance includes a series of questions you should ask before you invest in hybrid securities to check your understanding of how hybrids work, their features and risks.

Westpac’s Guide to Bank Hybrids

Westpac’s Guide to Bank Hybrids is a web-based guide that may help investors understand some of the typical features and risks associated with an investment in bank hybrid securities.

The Guide to Bank Hybrids may be helpful when you are considering an investment in the Notes.

The Prospectus does not provide investment advice

This website and information in the Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation and particular needs (including financial and taxation considerations) as an investor. In deciding whether to invest in Notes, you should read the Prospectus in its entirety (including the investment risks in Sections 1.5 and 6). If you are a retail investor and wish to apply for Notes, you must obtain personal advice from a financial adviser to ensure that you objectives, financial situation and needs have been considered in making your investment decision and you are within the Target Market.

ASIC has published guidance on how to choose a financial adviser on its MoneySmart website at https://moneysmart.gov.au/financial-advice/choosing-a-financial-adviser Please be aware that consultation with a financial adviser will likely incur fees and costs and may take time to complete.

More Information

Speak to your Syndicate Broker.
Read the Prospectus, which contains details of the Offer, in full.
Call the Westpac Capital Notes 10 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1800 176 125 (free call within Australia) and +61 1800 176 125 (from outside Australia).

Unless otherwise defined, capitalised words used on this website have the same meaning as those in the Prospectus. A reference to ‘Prospectus’ on this website is a reference to either the original Prospectus or any supplementary or replacement Prospectus in relation to the Offer (as the context requires).

Terms and Conditions

Terms and Conditions (PDF 97KB)

CAUTION - Westpac Capital Notes 10 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.

The Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking Act or the Financial Claims Scheme and are not subject to the depositor protection provisions of Australian banking legislation (including the Australian Government guarantee of certain bank deposits).

The Notes have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred in the United States or to, or for the account or benefit of, any US Person. Neither the Prospectus nor the online Reinvestment Application, or other materials relating to the Offer may be distributed in the United States.