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.
The Westpac Capital Notes 4 Offer is now closed.
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 are expected to commence trading on ASX on a deferred settlement basis on 1 July 2016 and on a normal settlement basis on 6 July 2016.
Westpac expects to dispatch Holding Statements confirming the number of Westpac Capital Notes 4 Allocated to successful Applicants on 5 July 2016. Any refunds of Application Payments will also be dispatched by this date.
Holders must confirm their Allocation before trading Notes to avoid the risk of selling Notes they do not own. Holders who sell their Notes before receiving confirmation of their Allocation do so at their own risk.
To confirm an Allocation prior to receiving their Holding Statement:
Securityholder Offer and Reinvestment Offer Applicants may call the Westpac Capital Notes 4 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 363 136.
Broker Firm Offer – Broker Firm Applicants should contact their Syndicate Broker.
About Westpac Capital Notes 4
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") at an Issue Price of $100 per Note to raise approximately $1.7 billion.
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.
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 the offer
|Record date for determining Eligible Securityholders (7.00pm Sydney time)||10 May 2016|
|Announcement of Offer and lodgement of the Original Prospectus with ASIC||17 May 2016|
|Bookbuild||23 May 2016|
|Announcement of Margin||23 May 2016|
|Lodgement of replacement Prospectus with ASIC||26 May 2016|
|Opening Date||26 May 2016|
|Closing Date for the Securityholder Offer (5.00pm Sydney time)||21 June 2016|
|Closing Date for the Broker Firm Offer (5.00pm Sydney time)||21 June 2016|
|Issue Date of Notes||30 June 2016|
|Commencement of deferred settlement trading||1 July 2016|
|Holding statements dispatched by||5 July 2016|
|Commencement of normal settlement trading||6 July 2016|
Key dates for the Reinvestment Offer and holders of Westpac TPS
|Reinvestment Offer Record Date for determining Eligible Westpac TPS Holders (7.00pm Sydney time)||10 May 2016|
|Opening Date for the Reinvestment Offer||26 May 2016|
|Last day of trading in Westpac TPS||10 June 2016|
|Record date for Final Distribution of Westpac TPS||15 June 2016|
|Closing date for the Reinvestment Offer (5.00pm Sydney time)||21 June 2016|
|Payment date for Final Distribution1 of Westpac TPS||30 June 2016|
|Date of redemption of Westpac TPS||30 June 2016|
|Issue Date of Notes for the Reinvestment Offer||30 June 2016|
Key dates for Westpac Capital Notes 4
|Record Date for first Distribution||22 September 2016|
|First Distribution Payment Date2||30 September 2016|
|Option for Westpac to Convert, Redeem3 or Transfer the Notes||20 December 2021|
|Scheduled Conversion Date4||20 December 2023|
1. Subject to satisfaction of the distribution payment test in the Westpac TPS Terms.
2. Subject to satisfaction of the Distribution Payment Conditions.
3. Subject to APRA’s prior written approval, which there can be no certainty APRA will provide its prior written approval.
4. 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.
Distribution payments and record dates
|Distribution payment dates||Relevant record dates||Ex-distribution dates|
|30 December 2016||22 December 2016||21 December 2016|
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|
|30 December 2016
|30 September 2016||4.8020%||$1.2104||92|
1 Expected rate/amount per Note
Prospectus and Notes Deed Poll
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
Announcements and investor presentation
Guidance for retail investors
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. The Guide to Bank Hybrids may be helpful when you are considering an investment in the Notes.
Things you should know
If you have any questions regarding the Offer, please call the Westpac Capital Notes 4 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 363 136 (local call within Australia).
Terms and conditions of website
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).