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Westpac Capital Notes 4

On 30 June 2016, Westpac Banking Corporation (ABN 33 007 457 411) (“Westpac”) issued 17,020,534 Westpac Capital Notes 4 at an Issue Price of $100 each, raising approximately $1.70 billion of Additional Tier 1 Capital.

Westpac Capital Notes 4 trade on ASX under the ASX code WBCPG.

The information on this website is only available to persons who are not US Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (“US Securities Act”)), who are not acting for the account or benefit of a US Person and who are not prohibited by the laws of any jurisdiction outside Australia from accessing the Prospectus.

On 17 August 2021, Westpac Banking Corporation announced the offer of a new ASX listed hybrid security, Westpac Capital Notes 8 (“Offer”), which trade on ASX under the code WBCPK. The Offer closed on 9 September 2021.

The Offer included a Reinvestment Offer to Eligible Westpac Capital Notes 4 Holders1 to apply to reinvest all or some of their Westpac Capital Notes 4 in Westpac Capital Notes 8 (and apply for additional Westpac Capital Notes 8).
 

Westpac Capital Notes 4 that were reinvested in Westpac Capital Notes 8 under the Reinvestment Offer are referred to as Participating Westpac Capital Notes 4. Westpac Capital Notes 4 that were not reinvested in Westpac Capital Notes 8 under the Reinvestment Offer are referred to as Non-Participating Westpac Capital Notes 4. Further details can be found in the Westpac Capital Notes 8 Prospectus available via the Westpac Capital Notes 8 main webpage.
 

Any Non-Participating Westpac Capital Notes 4 will remain on issue following completion of the Reinvestment Offer and will be dealt with in accordance with the Westpac Capital Notes 4 Terms (as amended). All rights attaching to the Non-Participating Westpac Capital Notes 4 will continue, including to any distributions determined to be paid. If Non-Participating Westpac Capital Notes 4 are redeemed by Westpac on 20 December 2021 as intended by Westpac (refer to the letter to Eligible Westpac Capital Notes 4 Holders dated 15 September 2021) the redemption proceeds ($100 per Non-Participating Westpac Capital Note 4) will be paid to Non-Participating Westpac Capital Notes 4 Holders.

 

Footnotes:

1. Eligible Westpac Capital Notes 4 Holders, being registered holders of Westpac Capital Notes 4 who were shown on the Register at 7.00pm (Sydney time) on 10 August 2021 as having an address in Australia.

2. Eligible Westpac Capital Notes 4 Holders needed to complete the online Reinvestment Application to apply to reinvest their Westpac Capital Notes 4 Holders (and apply for additional Westpac Capital Notes 8).

Key dates for the Reinvestment Offer

Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes 4 Holders (7.00pm Sydney time)  10 August 2021
Opening Date for the Reinvestment Offer 25 August 2021
Record Date for First Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm, Sydney time)  7 September 2021
Closing Date for the Reinvestment Offer (6.00pm, Sydney time) 9 September 2021
Expected date of transfer of Participating Westpac Capital Notes 4 to Westpac Capital Notes 4 Nominated Party  15 September 2021
Issue date of Westpac Capital Notes 8 for the Reinvestment Offer 15 September 2021
Payment date for First Pro-Rata Westpac Capital Notes 4 Distribution1 15 September 2021

Key dates for the Non-Participating Westpac Capital Notes 4

Record date for First Pro-Rata Westpac Capital Notes 4 Distribution

(7.00pm Sydney time)

7 September 2021

Payment date for First Pro-Rata Westpac Capital Notes 4 Distribution1

15 September 2021

Record date for Second Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm Sydney time)

22 September 2021

Payment date for Second Pro-Rata Westpac Capital Notes 4 Distribution1

30 September 2021

Last day of trading in Westpac Capital Notes 4

8 December 2021

Record date for intended Final Westpac Capital Notes 4 Distribution on Non-Participating Westpac Capital Notes 4 (7.00pm Sydney time)

10 December 2021

Payment date for intended Final Westpac Capital Notes 4 Distribution1

20 December 2021

Expected date of redemption of Non-Participating Westpac Capital Notes 4

20 December 2021

1. Subject to satisfaction of the distribution payment conditions in the Westpac Capital Notes 4 Terms.

Amendments to Westpac Capital Notes 4 Terms, Letter to Eligible Westpac Capital Notes 4 Holders and Transfer Notice

On 17 August 2021, Westpac released the following documents on ASX:


1. Amendments to the Westpac Capital Notes 4 Terms, primarily to facilitate the Reinvestment Offer; and

2. A letter to Eligible Westpac Capital Notes 4 Holders, including a description of the Reinvestment Offer and attaching a Transfer Notice regarding any Westpac Capital Notes 4 reinvested under the Reinvestment Offer.


These announcements are available below:
 

Nominated Party Deed Poll

A copy of the Nominated Party Deed Poll, containing the undertaking by the Nominated Party to acquire each Participating Westpac Capital Note 4 for $100 is available below.

 

Pro-Rata and Final Westpac Capital Notes 4 Distribution Payments

Participating Westpac Capital Notes 4
 

Holders were paid the First Pro-Rata Westpac Capital Notes 4 Distribution of $0.7273 on 15 September 2021 for each Participating Westpac Capital Note 4 held on the record date, being 7 September 2021. This is the last distribution you will receive on any Participating Westpac Capital Notes 4.
 

Non-Participating Westpac Capital Notes 4
 

  • Holders were paid the First Pro-Rata Westpac Capital Notes 4 Distribution of $0.7273 on 15 September 2021 for each Westpac Capital Note 4 held on the record date, being 7 September 2021;
  • You will be paid the following distributions on Non-Participating Westpac Capital Notes 4;
  • the Second Pro-Rata Westpac Capital Notes 4 Distribution on 30 September 2021 for each Westpac Capital Note 4 held on the record date, being 22 September 2021; and
  • the intended Final Westpac Capital Notes 4 Distribution on 20 December 2021 for each Westpac Capital Note 4 held on the record date, being 10 December 2021,


in each case provided that the distribution payment conditions in the Westpac Capital Notes 4 Terms are satisfied.

More information about the Offer

  • Westpac Capital Notes 8 main webpage.
  • Westpac Capital Notes 8 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1300 660 106 (in Australia) and +61 1300 660 106 (outside Australia).
  • Seek professional advice from a financial adviser or other professional adviser.
     

About Westpac Capital Notes 4

On 30 June 2016, Westpac Banking Corporation (ABN 33 007 457 141) ("Westpac") issued approximately 17 million Westpac Capital Notes 4 ("Notes") at an Issue Price of A$100 each, raising approximately $1.7 billion of Additional Tier 1 Capital. Westpac Capital Notes 4 trade on ASX under the ASX code "WBCPG".

Westpac Capital Notes 4 ("Notes") are fully paid, non-cumulative, convertible, transferrable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac Banking Corporation (ABN 33 007 457 141) ("Westpac").

 

Key features of the Notes:

  • Westpac Capital Notes 4 are issued by Westpac.

  • The Notes will pay non-cumulative floating rate Distributions, quarterly in arrear. Distributions are expected to be fully franked1.

  • 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)2. The Margin is 4.90% per annum.

  • The Distributions are subject to the satisfaction of the Distribution Payment Conditions, including that they are at the absolute discretion of Westpac.

  • The Notes are perpetual and have no fixed maturity date, but are scheduled to Convert into Ordinary Shares on 20 December 2023 (subject to the Scheduled Conversion Conditions).

  • Westpac may Convert (subject to certain conditions), Redeem (subject to APRA approval) or Transfer the Note
    • on 20 December 2021 (in respect of all or some of the Notes), or
    • following a Tax Event or Regulatory Event (in respect of all the Notes).
  • The Notes must also be Converted into Ordinary Shares upon a Capital Trigger Event or a Non-Viability Trigger Event. The number of Ordinary Shares that Holders receive on Conversion in these circumstances is subject to the Maximum Conversion Number and Holders may suffer loss as a consequence. If for any reason Conversion of Notes does not occur and Ordinary Shares are not issued for any reason, all rights in relation to those Notes will be terminated and Holders will lose all of the value of their investment and they will not receive any compensation or unpaid Distributions.

  • Westpac must Convert all (but not some) of the Notes following an Acquisition Event, subject to certain conditions.

  • Holders have no right to request Conversion, Redemption or Transfer of the Notes for any reason. To realise their investment, Holders may sell their Notes on ASX at the prevailing market price.
     

In the event of a Winding Up of Westpac (assuming the Notes are still on issue and have not been Redeemed or Converted, or otherwise had the rights attaching to them terminated following a Capital Trigger Event or a Non-Viability Event), the Notes will rank ahead of Ordinary Shares, equally with certain other Capital Securities issued by Westpac but subordinated to the claims of Senior Creditors. However, it is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up, requiring the Conversion of Notes into Ordinary Shares or otherwise having the rights attaching to them terminated.
 

There can be no certainty that Westpac will choose to Redeem the Westpac Capital Notes 4 early, or that APRA will provide its approval to any proposed Redemption.
 

The Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking Act 1959 (Cth) 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). Therefore, the Notes are not guaranteed or insured by the Australian Government, any government agency or compensation scheme of Australia or any jurisdiction.
 

The Notes are subject to investment risk including possible delays in payment and loss of income and principal invested. Information about the key risks of investing in the Notes and in Westpac is set out in the Prospectus. This website only contains a summary of the key features and risks relating to the Notes.
 

The Notes have not been, and will not be, registered under the US Securities Act or the securities laws of any state 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 any Application Form or other materials relating to the Offer may be distributed in the United States.

 

Footnotes

1.  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. You should be aware that the potential value of the franking credits does not accrue to you at the same time as you receive the cash Distribution.
2. The Tax Rate is 30% (or 0.30 expressed as a decimal) as at 30 June 2016 but that rate may change.

 

Key dates for Westpac Capital Notes 4

Issue Date of Notes 30 June 2016
Commencement of normal settlement trading 6 July 2016
Option for Westpac to Convert, Redeem1 or Transfer the Notes 20 December 2021
Scheduled Conversion Date2 20 December 2023

Footnotes

1. There can be no certainty that APRA will provide its prior written approval for any such Redemption.
2. Conversion of the Notes to Ordinary Shares on this date is subject to the satisfaction of the Scheduled Conversion Conditions.

These dates are indicative only and may change.

Distributions on Westpac Capital Notes 4

The Notes pay fully franked floating rate Distributions quarterly in arrear (subject to the Distribution Payment Conditions) and are expected to be paid on 30 March, 30 June, 30 September and 30 December of each year, until the Notes are Converted or Redeemed, commencing on 30 September 2016. If any of these scheduled dates 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 Distribution Rate is calculated each quarter as the sum of the 90 day Bank Bill Rate plus the Margin, together multiplied by (1 – Tax Rate). The formula can be summarised as: (90 day Bank Bill Rate + Margin) x (1 – Tax Rate). The Distribution Rate will vary each quarter based on changes in the 90 day Bank Bill Rate.
 

The Margin is 4.90% per annum and will not change.
 

The first Distribution Period will run from (but excluding) the Issue Date until (and including) 30 September 2016. Thereafter, each Distribution Period runs from (but excluding) the previous Distribution Payment Date until (and including) the next Distribution Payment Date. Holders are expected to receive cash Distributions and franking credits. Your ability to use franking credits 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 payable subject to the Distribution Payment Conditions. Distributions may not always be paid.

 

Upcoming payment and record dates

Distribution payment date Relevant record date Ex-distribution date
15 September 2021 7 September 2021
6 September 2021
30 September 2021 22 September 2021
21 September 2021
20 December 2021 10 December 2021
9 December 2021

Distribution payment history 

Distribution payment date Distribution rate per annum Cash amount of Distribution per Westpac Capital Notes 4 Number of days in the Distribution period
15 September 2021 3.4475%1 $0.7273 77
30 June 2021 3.4545% $0.8707 92
30 March 2021 3.4370% $0.8475 90
30 December 2020 3.4950% $0.8714 91
30 September 2020 3.5000% $0.8822 92
30 June 2020 3.6913% $0.9304 92
30 March 2020 4.0757% $1.0161 91
30 December 2019  4.0845% $1.0183 91 
30 September 2019  4.2770%  $1.0780  92 
1 July 2019  4.6666%  $1.1762  92 
1 April 2019  4.8930%  $1.2065  90 
31 December 2018  4.7880%  $1.1937  91 
1 October 2018 4.9000%  $1.2351  92 
2 July 2018  4.8545%  $1.2236  92 
3 April 2018  4.6830%  $1.1547  90 
2 January 2018 4.6270% $1.1536 91
2 October 2017 4.6270% $1.1663 92
30 June 2017 4.6865% $1.1813 92
30 March 2017
4.6900%
$1.1564
90
30 December 2016
4.6410%
$1.1571
91
30 September 2016 4.8020% $1.2104 92

1 Expected rate/amount per Note

 

 

Prospectus and Notes Deed Poll

Westpac Capital Notes 4 Prospectus (PDF 3MB) lodged with ASIC on 26 May 2016.

Westpac Capital Notes 4 Deed Poll 23 May 2016 (PDF 374KB) relating to Westpac Capital Notes 4. The Notes Deed Poll was executed by Westpac on 23 May 2016.

The executed Notes Deed Poll is available for download at the link above. Refer to the Prospectus for information regarding the Notes Deed Poll.
 

Full details of the Offer are set out in the Prospectus. The information contained on this website and in the Prospectus (and any supplementary or replacement document) is not financial product advice, investment advice or a recommendation to invest in the Notes. This website and the Prospectus have been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation considerations) as an investor. If you have any questions about the Offer, you should consult your professional adviser.

ATO Class Ruling

On 20 July 2016, the Australian Taxation Office issued a Class Ruling, which confirms the Australian tax consequences for certain holders of Westpac Capital Notes 4.
You can view a copy of the Class Ruling here (PDF 214KB)

Announcements and investor presentation

1. ASX Westpac Capital Notes 4 Offer Announcement, 17 May 2016 (PDF 501KB)
2. ASX Westpac Capital Notes 4 Offer Letter to Westpac TPS holders, 17 May 2016 (PDF 274KB)
3. ASX Westpac Capital Notes 4 Investor Presentation, 19 May 2016 (PDF 1019KB)
4. ASX Westpac Bookbuild and Margin announcement, 23 May 2016 (PDF 341KB)
5. ASX Westpac Capital Notes 4 Replacement Prospectus, 26 May 2016 (PDF 3MB)
6. ASX Westpac letters to Westpac TPS holders re the Westpac Capital Notes 4 offer, 30 May 2016 (PDF 483KB)
7. ASX Westpac Capital Notes 4 Issue Announcement, 30 June 2016 (PDF 366KB)

Guidance for retail investors

ASIC Guidance
Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart website.

A free copy of the ASIC guidance may be obtained by calling ASIC on 1300 300 630 (from within Australia) or +61 3 5177 3988 (from outside Australia).
 

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 provides a brief overview of hybrid investments, including how to invest in an Australian bank and the typical features and risks of different types of bank hybrids.

Things you should know

More information

To enquire about your Westpac Capital Notes 4 holding or make changes to your details, please call  the Registrar on 1300 363 136 (Monday to Friday, 8.30am to 7.30pm, Sydney time) (local call within Australia). 

Terms and Conditions of Westpac Capital Notes 4 

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 and any supplementary or replacement Prospectus (including the electronic form of the Prospectus) in relation to the Offer (as the context requires).

Terms and Conditions document (PDF 139KB)

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