Westpac is issuing the Notes to raise regulatory capital which satisfies the regulatory capital requirements of APRA. The proceeds received under the Offer will be used by Westpac for general business purposes.
The Notes are expected to pay non-cumulative floating rate Distributions, payable quarterly in arrear. The first Distribution is scheduled to be paid on 30 September 2016. Distributions are expected to be fully franked.
The Distribution Rate is determined quarterly as the sum of the 90 day Bank Bill Rate per annum plus the Margin per annum, together multiplied by (1 - Tax Rate).
The formula can be summarised as:
(90 day Bank Bill Rate + Margin) x (1 - Tax Rate)
The Margin is 4.90% per annum.
Distributions are expected (but not guaranteed) to be fully franked and accordingly Holders are expected to receive cash Distributions and franking credits. Your ability to use the franking credits, either as an offset to your tax liability or by claiming a refund after the end of the year of income, will depend on your individual tax position. The potential value of the franking credits does not accrue to you at the same time as you receive the cash Distribution.
Distributions are within the absolute discretion of Westpac and only payable subject to the Distribution Payment Conditions. Distributions may not always be paid. The Distribution Payment Dates are 30 March, 30 June, 30 September and 30 December of each year commencing on 30 September 2016, until the Notes are Converted, Redeemed or Transferred. If a Distribution Payment Date is not a Business Day, then the Distribution will be paid on the next Business Day (without any interest in respect of the delay).
The first Distribution Period runs from (but excludes) the Issue Date to (and includes) 30 September 2016. Thereafter, each Distribution Period runs from (but excludes) the previous Distribution Payment Date to (and includes) the next Distribution Payment Date.
Your Westpac TPS will be redeemed by Westpac RE Limited on 30 June 2016 (in accordance with the Westpac TPS Terms). On that date you will be paid the redemption price of $100 per Westpac TPS not reinvested that you still hold on the redemption date of 30 June 2016. You will also be paid the Final Distribution on 30 June 2016 for each Westpac TPS you held on 15 June 2016. The payment of the Final Distribution is subject to the distribution payment test in the Westpac TPS Terms being satisfied. These payments will be made in accordance with your payment instructions recorded on the Westpac TPS Register.
The Allocation policy for any Notes applied for under the Reinvestment Offer, including any additional Notes, and any Application under the Securityholder Offer will be determined by Westpac in consultation with the Joint Lead Managers at the close of the Offer. This Allocation policy and any scaleback will be announced on ASX on or before the day the Notes commence trading on a deferred settlement basis, which is expected to be 1 July 2016.
There is no guaranteed Allocation under the Offer, but Westpac will give priority to Applications received under the Reinvestment Offer, (including Applications from Eligible Westpac TPS Holders received through Syndicate Brokers under the Broker Firm Offer). This priority does not apply to Applications for additional Notes by Eligible Westpac TPS Holders and if you applied for additional Notes, you may not receive the full Allocation of additional Notes applied for.
Westpac reserves the right not to accept Applications from any Applicant and Westpac and the Joint Lead Managers reserve the right to Allocate any Eligible Westpac TPS Holder or Eligible Securityholder a lesser number of Notes than applied for, including less than the minimum Application of 50 Notes ($5,000). Westpac and the Joint Lead Managers also reserve the right to scale back Applications and to treat Applications in excess of $250,000 as part of the Institutional Offer.
Unless otherwise defined, capitalised terms 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 the replacement Prospectus (as the context requires).