Skip to main content Skip to main navigation
Skip to accessibility page Skip to search input

Westpac Capital Notes 5

The Westpac Capital Notes 5 Offer opened on 13 February 2018


Application Forms, including online Reinvestment Application Forms and Securityholder Application Forms, are now available – see the section on ‘How to apply and pay’ below. 

About Westpac Capital Notes 5

Westpac Banking Corporation (Westpac) has opened the Offer of Westpac Capital Notes 5 (Notes) which are expected to be quoted on the ASX under the ASX code WBCPH.


Each Note will have an Issue Price of $100 and a Margin of 3.20% per annum. Westpac expects to raise approximately $1.45 billion from the Offer, with the ability to raise more or less. The proceeds received under the Offer will be used by Westpac for general business purposes.


The Notes will qualify as Additional Tier 1 Capital under the Australian Prudential Regulation Authority’s (APRA) capital adequacy framework.


The Closing Date for the Offer is expected to be 6 March 2018.

 

Obtaining a Prospectus and an Application Form

Westpac Capital Notes 5 Prospectus, 13 February 2018 - lodged with ASIC on 13 February 2018. (PDF 1MB)

  • Eligible Westpac CPS Holders were either emailed a link to the online versions of the Prospectus and online Reinvestment Application Form on 13 February 2018 (see also below) or mailed a printed Prospectus and a personalised Reinvestment Application Form on or around 16 February 2018, based on their communications election. You will need your SRN or HIN to apply online. If you do not receive these documents, please call the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494.
  • Eligible Securityholders may view the electronic version of the Prospectus and apply online (see below) using their SRN or HIN. Eligible Securityholders may also request a printed Prospectus and personalised Securityholder Application Form either online here or by calling the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494. These documents will not be mailed until on or after 16 February 2018.
  • Broker Firm Applicants should contact their Syndicate Broker for instructions on how to obtain a copy of the Prospectus and apply. Please see the Prospectus for a list of the Syndicate Brokers.

The Offer

The Offer comprises a:

  • Reinvestment Offer – a priority offer to Eligible Westpac CPS Holders (registered holders of Westpac CPS at 7.00pm (Sydney time) on 29 January 2018 and shown on the Register as having an address in Australia);
  • Securityholder Offer – to Eligible Securityholders (registered holders of Westpac Ordinary Shares,  Westpac Subordinated Notes 2013, Westpac Capital Notes, Westpac Capital Notes 2, Westpac Capital Notes 3 and/or Westpac Capital Notes 4 at 7.00pm (Sydney time) on 29 January 2018 and shown on the Register to have an address in Australia);
  • Broker Firm Offer – to Australian resident clients of the Syndicate Brokers; and
  • Institutional Offer – to Institutional Investors invited by Westpac Institutional Bank.

There is no general public for the Notes.  

 

Key features of the Notes

 

Distributions

Non-cumulative, floating rate Distributions paid quarterly in arrear. Distributions are expected to be fully franked1 with the first Distribution scheduled to be paid on 22 June 2018.

Distributions are subject to the satisfaction of the Distribution Payment Conditions, which include that Distributions are at Westpac’s absolute discretion.

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).

Please see Section 2.1 of the Prospectus for further information about Distributions.

Margin

The Margin is 3.20% per annum and will not change.

The Margin is included in the replacement Prospectus, which was lodged with ASIC on  13 February 2018.

Please see Section 2.1 of the Prospectus for further information about the Margin.

Term Perpetual with no fixed maturity date. However, the Notes may be Converted, Redeemed or Transferred as outlined below.
Scheduled conversion

Scheduled to Convert into Ordinary Shares on 22 September 2027 (subject to the satisfaction of the Scheduled Conversion Conditions).

Please see Section 2.2 of the Prospectus for further information about Conversion on the Scheduled Conversion Date.

Optional Conversion/Redemption/Transfer 

Westpac may elect to Convert into Ordinary Shares (subject to certain conditions), Redeem (if APRA gives its prior written approval), or Transfer

- all or some of the Notes on 22 September 2025; or 

- all (but not some only) of the Notes following a Tax Event or Regulatory Event.

Please see Sections 2.3 and 2.4 of the Prospectus for further information about optional Conversion, Redemption and Transfer. 

Capital or Non-Viability Trigger Events 

Westpac must Convert all or some of the Notes into Ordinary Shares immediately upon a Capital Trigger Event or a Non-Viability Trigger Event. The number of Ordinary Shares that Holders receive in these circumstances is limited by a Maximum Conversion Number (as required by APRA) and Holders may suffer loss as a consequence.

If Conversion does not occur for any reason, all rights attaching to the Notes will be terminated and the investment will lose all of its value.

Please see Section 2.5 of the Prospectus for further information about Conversion upon a Capital Trigger Event and Non-Viability Trigger Event. 

Acquisition Event 

Westpac must Convert all of the Notes into Ordinary Shares following an Acquisition Event, subject to certain conditions.

Please see Section 2.6 of the Prospectus for further information about Conversion upon an Acquisition Event. 

Holders' right to request early Conversion/Redemption/Transfer  Holders have no right to request Conversion, Redemption or Transfer for any reason. To realise their investment, Holders may sell their Notes on the ASX at the prevailing market price. Westpac does not guarantee that Holders will be able to sell Notes on the ASX at an acceptable price or at all.
Risks 

There are risks associated with an investment in the Notes, many of which are outside the control of Westpac. These risks and uncertainties include those referred to in the Prospectus, but may not be the only ones Westpac faces.

Please see Section 5 of the Prospectus for further information about the key risks of investing in the Notes and in Westpac. 

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.

 

WARNING - Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their overall 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 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 have not been, and will not be, registered under the U.S. Securities Act of 1933 (U.S. 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 U.S. person (as defined in Regulation S under the U.S. Securities Act). None of the Prospectus, or any Application Form or any other materials relating to the Offer may be distributed in the United States.

Key dates for the Offer

Record date for determining Eligible Securityholders (7.00pm Sydney time)  29 January 2018
Announcement of the Offer and lodgement of the Prospectus with ASIC 5 February 2018
Bookbuild 9 February 2018
Announcement of Margin 9 February 2018
Lodgement of replacement Prospectus with ASIC 13 February 2018
Opening Date 13 February 2018
Closing Date for the Securityholder Offer (5.00pm Sydney time) 6 March 2018
Closing Date for the Broker Firm Offer (5.00pm Sydney time) 6 March 2018
Issue Date of Notes 13 March 2018
Commencement of deferred settlement trading 14 March 2018
Holding Statements dispatched 20 March 2018
Commencement of normal settlement trading
21 March 2018

Key dates for Westpac Capital Notes 5

Record date for first Distribution  14 June 2018 
First Distribution Payment Date1 22 June 2018
Option for Westpac to Convert2, Redeem3 or Transfer the Notes 22 September 2025
Scheduled Conversion Date4 22 September 2027

Key dates for the Reinvestment Offer

Reinvestment Offer Record Date for determining Eligible Westpac CPS Holders (7.00pm Sydney time)  29 January 2018
Opening Date for the Reinvestment Offer 13 February 2018
Ex-date for Pro-Rata Westpac CPS Dividend 2 March 2018
Record date for Pro-Rata Westpac CPS Dividend (7.00pm Sydney time) 5 March 2018
Closing Date for the Reinvestment Offer (5.00pm Sydney time) 6 March 2018
Expected date of transfer of Participating Westpac CPS to Westpac CPS Nominated Party 13 March 2018
Issue Date of Notes for the Reinvestment Offer
13 March 2018
Payment date for Pro-Rata Westpac CPS Dividend5 13 March 2018

Key dates for Non-Participating Westpac CPS

Ex-date for Pro-Rata Westpac CPS Dividend  2 March 2018
Record date for Pro-Rata Westpac CPS Dividend (7.00pm Sydney time) 5 March 2018
Payment date for Pro-Rata Westpac CPS Dividend5 13 March 2018
Last day of trading in Westpac CPS 14 March 2018
Ex-date for Final Westpac CPS Dividend on Non-Participating Westpac CPS 22 March 2018
Record date for Final Westpac CPS Dividend on Non-Participating Westpac CPS (7.00pm Sydney time) 23 March 2018
Payment date for Final Westpac CPS Dividend on Non-Participating Westpac CPS5 3 April 20186
Expected date of transfer of Non-Participating Westpac CPS to Westpac CPS Nominated Party 3 April 20186

1 Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions.
2 Subject to satisfaction of the Optional Conversion Restriction.
3 There can be no certainty that APRA will provide its prior written approval for any such Redemption.
4 Conversion of the Notes to Ordinary Shares on this date is subject to the satisfaction of the Scheduled Conversion Conditions.
5 Subject to satisfaction of the dividend payment test in the Westpac CPS Terms.
6 The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly the transfer of Non-Participating Westpac CPS will occur, and the Final Westpac CPS Dividend payment will be made, on the next business day (being 3 April 2018).

These dates are indicative only and may change. Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period without notice. Westpac may also withdraw the Offer at any time before Notes are issued. If you wish to apply for Notes, you are encouraged to do so as soon as possible.

 

How to apply and pay

You should read and consider the Prospectus in full before deciding whether to apply for the Notes. See Section 8 of the Prospectus for further information on applying for Westpac Capital Notes 5.

Completed printed or online Application Forms and Application Payments (if applicable), must be received by the Registrar by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018.

The Offer may close early, so if you wish to apply for the Notes you are encouraged to lodge your Application promptly.

 

Eligible Westpac CPS Holders

How to apply online

  • Eligible Westpac CPS Holders may apply online HERE

    Complete the online Reinvestment Application Form by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018. You will need your HIN or SRN to apply online.

    If you are applying for additional Notes, you must make your Application Payment for additional Notes by BPAY® and your BPAY payment must be received by the register by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018. You should check your daily transaction limit with your bank, credit union or building society to ensure your Application Payment can be made using BPAY.

How to apply using a personalised Reinvestment Application Form

Eligible Westpac CPS Holders may apply using the personalised Reinvestment Application Form included with the printed replacement Prospectus. Instructions on how to complete your Reinvestment Application Form are set out on the personalised Reinvestment Application Form. Complete and return your printed Reinvestment Application Form to the Registrar by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018.

If you are applying for additional Notes, Application Payments accompanying your Reinvestment Application Form can only be made by cheque(s), in Australian dollars, drawn on an Australian branch of a financial institution and made payable to ‘Westpac Capital Notes 5 Offer’. Cheque(s) should be crossed ‘not negotiable’. Cash payments will not be accepted. If you wish to make your Application Payment for additional Notes by BPAY, you need to apply online.

If you have any doubts that your Application will arrive in time, please consider applying online.

See below for ‘Where to send your completed Application Form and Application Payment’.

Eligible Westpac Securityholders

How to apply online

  • Eligible Westpac Securityholders apply online HERE. Complete the online Securityholder Application Form by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018. You will need your HIN or SRN to apply online.

    You must make your Application Payment by BPAY and your BPAY payment must be received by the Registrar by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018. You should check your daily transaction limit with your bank, credit union or building society to ensure your Application Payment can be made using BPAY.

How to apply using a personalised Securityholder Application Form

Eligible Securityholders may apply using a personalised Securityholder Application Form. Instructions on how to complete your Securityholder Application Form are set out on the personalised Securityholder Application Form. Complete and return your Securityholder Application Form and Application Payment to the Registrar by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018.

Application Payments accompanying your Securityholder Application Form can only be made by cheque(s), in Australian dollars, drawn on an Australian branch of a financial institution and made payable to ‘Westpac Capital Notes 5 Offer’. Cheque(s) should be crossed ‘not negotiable’. Cash payments will not be accepted. If you wish to make your Application Payment by BPAY, you need to apply online.

If you have any doubts that your Application will arrive in time, please consider applying online.

See below for ‘Where to send your completed Application Form and Application Payment’.

 

Broker Firm Applicants

You must contact your Syndicate Broker directly for instructions on how to participate in the Broker Firm Offer.
 

Where to send your completed Application Form and Application Payment


Unless you are a Broker Firm Applicant or you are applying online, your completed Reinvestment Application Form or Securityholder Application Form together with your Application Payment (if applicable) should be returned to either of the addresses below so that they are received by the Registrar before the Closing Date (which is expected to be 5.00pm (Sydney time) on 6 March 2018):

Mail
Westpac Capital Notes 5 Offer
Link Market Services Limited
Reply Paid 3560
Sydney NSW 2001

OR

Hand delivery
Westpac Capital Notes 5 Offer
Link Market Services Limited
1A Homebush Bay Drive
Rhodes NSW 2138

Reinvestment Application Forms or Securityholder Application Forms and Application Payments (if applicable) will not be accepted at any other address (including Westpac’s registered office or any other Westpac office or branch).
 

More information about the Offer

  • Read the Prospectus, which contains full details of the Offer (including the Reinvestment Offer), in its entirety; 
  • Call the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494 (local call cost within Australia);
  • Seek professional advice from a financial adviser or other professional adviser.

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. You should consider the appropriateness of the Notes having regard to these factors before deciding to apply for any Notes. It is important that you read the Prospectus in its entirety (including the investment risks in Sections 1.5 and 5) and seek professional investment advice from your financial adviser or other professional adviser before deciding whether to apply for any Notes.
 

Notes Deed Poll

Notes Deed Poll relating to Westpac Capital Notes 5.

The Notes Deed Poll was executed by Westpac on 9 February 2018. The final form of the Notes Deed Poll is currently available for download via the link above. Refer to the Prospectus for information regarding the Notes Deed Poll.

Information for Westpac CPS Holders

Westpac has made amendments to the Westpac CPS Terms to facilitate the Reinvestment Offer, the transfers of Westpac CPS and related matters, as permitted under the Westpac CPS Terms. The amended Westpac CPS Terms were lodged on the ASX on 5 February 2018 and are also available on our website at www.westpac.com.au/westpaccps.

If you have any questions regarding your Westpac CPS holding, please call the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494 (local call cost within Australia).
 

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 may be helpful when you are considering an investment in the Notes.

Professional Advice
The 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 apply for Notes, you should read the Prospectus in its entirety and seek professional advice from a financial adviser or other professional adviser.

You can speak to your stockbroker, solicitor, accountant or other independent and qualified professional adviser about the Offer. You can also find a financial adviser that suits you on the following websites:

Please be aware consultation with a financial adviser will likely incur fees and costs and may take time to complete.
 

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 or 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 115KB)

 

Frequently Asked Questions  

Frequently Asked Questions

 

Things you should know

More information

If you have any questions regarding the Offer, please call the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494 (local call cost 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 or 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 46KB)