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Westpac Capital Notes 7

The Westpac Capital 7 Offer closed at 5.00pm on 30 November 2020.

 

Applications are no longer being accepted.

 

The Issue Date for Westpac Capital Notes 7 (“Notes”) is expected to be 4 December 2020 and the Notes are expected to begin normal settlement trading on the ASX on 7 December 2020.

About Westpac Capital Notes 7

The 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 WBCPJ.

Each Note will have an Issue Price of $100 and the Margin is 3.40% per annum. It was determined via the Bookbuild and will not change.

Westpac expects to raise approximately $1.40 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.

Key features of the Notes

 

Term Perpetual, however, the Notes may be Converted, Redeemed or Transferred as outlined below.
Scheduled Conversion Scheduled to Convert into Ordinary Shares on 22 March 2029 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 22 March 2027 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 Notes Convert into 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 (Sydney time) 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 Notes must be Converted 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. 
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 among themselves and equal with all Equal Ranking Capital Securities; and

● subordinated to 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 7 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 other jurisdiction.

The Notes have not been and will not be registered under the US 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 US Person. Neither this Prospectus nor any Broker Firm Application Form, online Securityholder Application, or other materials relating to the Offer may be distributed in the United States.

Key dates for Westpac Capital Notes 7 Offer

Record Date for determining Eligible Securityholders (7.00pm Sydney time) 28 October 2020
Announcement of the Offer and lodgement of the Prospectus with ASIC 4 November 2020
Bookbuild period commences 4 November 2020
Announcement of the Margin 11 November 2020
Lodgement of the Replacement Prospectus with ASIC 13 November 2020
Opening Date 13 November 2020

Closing Date for the Securityholder Offer (5.00pm Sydney time)

30 November 2020
Closing Date for the Broker Firm Offer (5.00pm Sydney time) 30 November 2020
Issue Date of Notes 4 December 2020
Commencement of normal settlement trading 7 November 2020
Holding Statements dispatched by 8 December 2020
Record Date for first Distribution 12 March 2021
First Distribution Payment Date1 22 March 2021
Option for Westpac to Convert2, Redeem3 or Transfer the Notes 22 March 2027
Scheduled Conversion Date4 22 March 2029

Except as otherwise specified in the Westpac Capital Notes 7 Terms, if any of these dates are not Business Days and an event under the Westpac Capital Notes 7 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.

Key dates for the Reinvestment Offer

Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes 3 Holders (7.00pm Sydney time)  28 October 2020
Opening Date for the Reinvestment Offer 13 November 2020
Record Date for First Pro-Rata Westpac Capital Notes 3 Distribution (7.00pm, Sydney time)  26 November 2020
Closing Date for the Reinvestment Offer (5.00pm, Sydney time) 30 November 2020
Expected date of transfer of Participating Westpac Capital Notes 3 to Westpac Capital Notes 3 Nominated Party  4 December 2020
Issue date of Notes for the Reinvestment Offer 4 December 2020
Payment date for First Pro-Rata Westpac Capital Notes 3 Distribution1 4 December 2020

1. Subject to satisfaction of the distribution payment conditions in the Westpac Capital Notes 3 Terms.

Prospectus and Notes Deed Poll

Prospectus (PDF 1MB), relating to Westpac Capital Notes 7, lodged 13 November 2020.
Notes Deed Poll (PDF 519KB), relating to Westpac Capital Notes 7, dated 12 November 2020.

Refer to the Prospectus for information regarding the Notes Deed Poll.

Announcements and investor presentation

1. ASX Westpac Capital Notes 7 Completion of Bookbuild (PDF 116KB), lodged 11 November 2020

2. ASX Westpac Capital Notes 7 Offer Announcement (PDF 163KB), lodged 4 November 2020

3. ASX Westpac Capital Notes 7 Investor Presentation (PDF 818KB), lodged 4 November 2020

4. ASX Letter to Eligible Westpac Capital Notes 3 Holders and Transfer Notice (PDF 219KB), lodged 4 November 2020

ATO Class Ruling

Westpac has applied for a public Class Ruling requesting confirmation of the ATO’s views on the principal tax issues considered in Section 6 of the Prospectus.
 

The Class Ruling should be issued shortly after the Westpac Capital Notes 7 are issued. When it has been issued, the Class Ruling will be available on the ATO website and this website.

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 making any investment decisions with respect to the 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. 

Things you should know

More information
 

  • Call the Westpac Capital Notes 7 Information Line (Monday to Friday, 8.30am to 5.30pm Sydney time) on 1300 668 378 (within Australia) and +61 1300 668 378 (from outside Australia).
  • Seek professional advice from a financial adviser or other professional adviser.
     

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).