Westpac Capital Notes 6

The Westpac Capital Notes 6 Offer closed at 5.00pm on 11 December 2018.

Applications are no longer being accepted. The Issue Date for Notes is expected to be 18 December 2018 and Notes are expected to begin normal settlement trading on the ASX on 24 December 2018.

About Westpac Capital Notes 6

Westpac Capital Notes 6 (Notes) are subordinated, unsecured notes issued by Westpac and are expected to provide investors with fully franked, floating rate, non-cumulative distributions paid quarterly. The Notes are expected to be quoted on ASX under ASX code WBCPI.

Each Note will have an Issue Price of $100 and a Margin of 3.70% per annum, which was determined via a Bookbuild. Westpac expects to raise approximately $1.25 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.

Please see the Frequently Asked Questions webpage on Allotment, ASX quotation, Holding Statements and further information on the Notes.

Key features of the Notes

Distributions	The Distribution Rate is a floating rate to be determined quarterly as the sum of the three month BBSW Rate per annum plus the Margin per annum, together multiplied by (1 - Tax Rate). The Distributions are non-cumulative and are expected to be paid quarterly in arrear, subject to the satisfaction of the Distribution Payment Conditions, which include that Distributions are at Westpac’s absolute discretion. Distributions are expected to be fully franked with the first Distribution scheduled to be paid on 18 March 2019. Please see Section 2.1 of the Prospectus for further information about Distributions.
Margin	The Margin is 3.70% per annum. The Margin was determined via a Bookbuild and will not change. Please see Section 2.1 of the Prospectus for further information about the Margin.
Term	Perpetual, however, the Notes may be Converted, Redeemed or Transferred as outlined below.
Scheduled conversion	Scheduled to Convert into Ordinary Shares on 31 July 2026 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, which may or may not be given), or Transfer: all or some of the Notes on 31 July 2024; or all (but not some) 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 by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), all rights attached 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 ASX at the prevailing market price. Westpac does not guarantee that Holders will be able to sell Notes on ASX at an acceptable price or at all.
Winding Up	In the event of a Winding Up, if the Notes are still on issue and have not been Redeemed or Converted, or otherwise had the rights attaching to them terminated, they will rank for payment: ahead of Ordinary Shares; equally with all Equal Ranking Capital Securities; and behind Senior Creditors. However, it is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up and the Notes would have been Converted into Ordinary Shares or otherwise had the rights attaching to them terminated.
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 they may not be the only ones Westpac faces. Please see Section 5 of the Prospectus for further information about some of the key risks of investing in the Notes and in Westpac.

CAUTION - Westpac Capital Notes 6 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 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)	5 November 2018
Announcement of the Offer and lodgement of the Prospectus with ASIC	12 November 2018
Bookbuild	19 November 2018
Announcement of Margin	19 November 2018
Lodgement of replacement Prospectus with ASIC	20 November 2018
Opening Date	20 November 2018
Closing Date for the Securityholder Offer (5.00pm Sydney time)	11 December 2018
Closing Date for the Broker Firm Offer (5.00pm Sydney time)	11 December 2018
Issue Date of Notes	18 December 2018
Commencement of deferred settlement trading	19 December 2018
Holding Statements dispatched by	21 December 2018
Commencement of normal settlement trading	24 December 2018

Key dates for Westpac Capital Notes 6

Record Date for first Distribution	8 March 2019
First Distribution Payment Date¹	18 March 2019
Option for Westpac to Convert², Redeem³ or Transfer the Notes	31 July 2024
Scheduled Conversion Date⁴	31 July 2026

Key dates for the Reinvestment Offer

Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes Holders (7.00pm Sydney time)	5 November 2018
Opening Date for the Reinvestment Offer	20 November 2018
Ex-date for Pro-Rata Westpac Capital Notes Distribution	10 December 2018
Record date for Pro-Rata Westpac Capital Notes Distribution (7.00pm Sydney time)	11 December 2018
Closing Date for the Reinvestment Offer (5.00pm Sydney time)	11 December 2018
Expected date of transfer of Participating Westpac Capital Notes to Westpac Capital Notes Nominated Party	18 December 2018
Issue Date of Notes for the Reinvestment Offer	18 December 2018
Payment date for Pro-Rata Westpac Capital Notes Distribution⁵	18 December 2018

Key dates for Non-Participating Westpac Capital Notes

Ex-date for Pro-Rata Westpac Capital Notes Distribution	10 December 2018
Record date for Pro-Rata Westpac Capital Notes Distribution (7.00pm Sydney time)	11 December 2018
Payment date for Pro-Rata Westpac Capital Notes Distribution⁵	18 December 2018
Ex-date for intended Final Westpac Capital Notes Distribution on Non-Participating Westpac Capital Notes	27 February 2019
Record date for intended Final Westpac Capital Notes Distribution on Non-Participating Westpac Capital Notes (7.00pm Sydney time)	28 February 2019
Last day of trading in Westpac Capital Notes	28 February 2019
Payment date for intended Final Westpac Capital Notes Distribution⁵ on Non-Participating Westpac Capital Notes	8 March 2019
Expected date of transfer of Non-Participating Westpac Capital Notes to Westpac Capital Notes Nominated Party	8 March 2019

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. Except as otherwise specified in the Westpac Capital Notes 6 Terms, if any of these dates are not Business Days and an event under the Westpac Capital Notes 6 Terms is stipulated to occur on that date, then the event will occur on the next Business Day.

^{1. Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Prospectus Section 2.1.9.
2. Subject to satisfaction of the Optional Conversion Restriction – see Prospectus Section 2.4.2.
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 satisfaction of the Scheduled Conversion Conditions – see Prospectus Section 2.2.3.
5. Subject to satisfaction of the distribution payment conditions in the Westpac Capital Notes Terms.}

Announcements and investor presentation

Enquiries

If you have any questions in relation to the Offer

please call the Westpac Capital Notes 6 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 653 497 (within Australia) and +61 1300 653 497 (from outside Australia)
or contact your financial adviser or other professional adviser.

Please note, the Westpac Capital Notes 6 Offer closed at 5.00pm on 11 December 2018. Applications are no longer being accepted.

Notes Deed Poll

Notes Deed Poll (PDF 1MB), relating to Westpac Capital Notes 6, dated 19 November 2018.

The Notes Deed Poll was executed by Westpac on 19 November 2018. The Notes Deed Poll is available for download via the link above.

Information for Westpac Capital Notes Holders

Westpac has made amendments to the Westpac Capital Notes Terms primarily to facilitate the Reinvestment Offer, as permitted under the Westpac Capital Notes Terms. The amended Westpac Capital Notes Terms were lodged on ASX on 12 November 2018 and are also available on the Westpac Capital Notes website www.westpac.com.au/westpaccapnotes

If you have any questions regarding your Westpac Capital Notes holding, please call the Westpac Capital Notes 6 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 653 497.

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
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 5) 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 and the Notes. You can also find a financial adviser that suits you on the following websites:

Please be aware that 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 92KB)