Westpac Capital Notes 7 (Notes) are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac which trade on the ASX under the ASX code WBCPJ.
Distributions on Westpac Capital Notes 7
WCN7 pay fully franked, non-cumulative floating rate Distributions quarterly in arrear (subject to the Distribution Payment Conditions). Distributions are expected to be paid on 22 March, 22 June, 22 September and 22 December of each year (commencing on 22 March 2021), until WCN7 are Converted or Redeemed.
The Distribution Rate is a floating rate and will generally be set on the first Business Day of each Distribution Period using the following formula.
Distribution Rate = (3 month BBSW Rate + Margin) x (1 - Tax Rate)
The Distribution Rate will vary each quarter based on changes in the 3 month BBSW Rate.
The Margin is 3.40% per annum and will not change.
Upcoming payment and record dates
|Distribution payment date||Relevant record date||Ex-distribution date|
|22 March 2021||12 March 2021||10 March 2021|
Distribution payment history
|Distribution payment date||Distribution rate per annum||Cash amount of Distribution per Westpac Capital Notes 7||Number of days in the Distribution period|
|22 March 2021||2.3916%1||$0.71421||109|
1. Expected amount/rate
Key features of WCN7
|Term||Perpetual, however, WCN7 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.
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 WCN7 on 22 March 2027 or
● all (but not some) of WCN7 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 WCN7 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 WCN7 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.|
In the event of a Winding Up, if WCN7 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 WCN7 would have been Converted into Ordinary Shares or otherwise had the rights attaching to them terminated.
There are risks associated with an investment in WCN7, 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 WCN7 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 WCN7 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.
WCN7 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, WCN7 are not guaranteed or insured by the Australian Government, any government agency or compensation scheme of Australia or any other jurisdiction.
WCN7 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 the 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
|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 WCN7||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 WCN7 to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Prospectus Section 2.2.3.
Prospectus and Notes Deed Poll
Announcements and investor presentation
ATO Class Ruling
On 27 January 2021, the Australian Taxation Office issued a Class Ruling, which confirms the Australian tax consequences for certain holders of Westpac Capital Notes 7. You can view a copy of the Class Ruling here.
Guidance for retail investors
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 WCN7.
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 WCN7, 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 WCN7. You can also find a financial adviser that suits you on the following websites:
- https://www.moneysmart.gov.au/investing/financial-advice/choosing-a-financial-adviser; or
Please be aware that consultation with a financial adviser will likely incur fees and costs.
Things you should know
- 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).