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Westpac Capital Notes 8 Offer

Westpac Banking Corporation completed the Offer of Westpac Capital Notes 8 (“Notes”) on 15 September 2021 (“Issue Date”). 17.5 million Notes were issued at $100 each, raising $1.75 billion.

The Notes began normal settlement trading on ASX on 16 September 2021 under the code WBCPK.

Holding Statements with details of Notes Allocated and any refund of Applications as a result of scaling or from invalid Applications were sent on 17 September 2021.

Due to the strong response to the Offer of the Notes, Westpac has scaled back Applications received under the Securityholder Offer, and Applications for additional Notes under the Reinvestment Offer.

Applicants should confirm their Allocation before trading Notes to avoid the risk of selling Notes they do not own. Applicants who sell their Notes before receiving confirmation of their Allocation do so at their own risk.

Westpac Capital Notes 8

Westpac Capital Notes 8 (“WCN8”) are subordinated, perpetual, unsecured notes issued by Westpac, and are expected to provide investors with fully franked, floating rate, non-cumulative distributions paid quarterly.
 

WCN8 qualify as Additional Tier 1 Capital under the Australian Prudential Regulation Authority’s ("APRA") capital adequacy framework.

Distributions on Westpac Capital Notes 8

WCN8 pay fully franked, non-cumulative floating rate Distributions quarterly in arrear (subject to the Distribution Payment Conditions). Distributions are expected to be paid on 21 March, 21 June, 21 September and 21 December of each year (commencing on 21 December 2021), until WCN8 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 2.90% per annum and will not change.

Upcoming payment and record dates

Distribution payment date Relevant record date Ex-distribution date
21 December 2021 13 December 2021 10 December 2021

Distribution payment history

Distribution payment date  Distribution rate per annum Cash amount of Distribution per Westpac Capital Notes 8 Number of days in the Distribution period
21 December 2021 2.0377%1 $0.54151 97

1. Expected amount/rate

Key features of Westpac Capital Notes 8

 

Term Perpetual, however, WCN8 may be Converted, Redeemed or Transferred as outlined below.
Scheduled Conversion Scheduled to Convert into Ordinary Shares on 21 June 2032 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 WCN8 on 21 September 2029, 21 December 2029, 21 March 2030, or 21 June 2030; or

● all of WCN8 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 WCN8 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 WCN8 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 WCN8 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 equally 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 WCN8 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 WCN8, 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 WCN8 and in Westpac.


CAUTION - Westpac Capital Notes 8 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 WCN8 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.


WCN8 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, WCN8 are not guaranteed or insured by the Australian Government, any government agency or compensation scheme of Australia or any other jurisdiction.

WCN8 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 the online Reinvestment Application or Securityholder Application, or other materials relating to the Offer may be distributed in the United States.

Key dates for Westpac Capital Notes 8

Issue Date of Notes 15 September 2021
Commencement of normal settlement trading 16 September 2021
Holding Statements dispatched by 17 September 2021
Record Date for first Distribution 13 December 2021
First Distribution Payment Date1 21 December 2021
Option for Westpac to Convert2, Redeem3 or Transfer WCN8

21 September 2029

21 December 2029

21 March 2030

21 June 2030

Scheduled Conversion Date4 21 June 2032

Except as otherwise specified in the Westpac Capital Notes 8 Terms, if any of these dates are not Business Days and an event under the Westpac Capital Notes 8 Terms is stipulated to occur on that day, 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 WCN8 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

Prospectus, relating to Westpac Capital Notes 8 (PDF 1009KB), lodged 25 August 2021.
Notes Deed Poll, relating to Westpac Capital Notes 8 (PDF 750KB), dated 24 August 2021.

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

Announcements and investor presentation

1. ASX Westpac Capital Notes 8 Issue Announcement (PDF 147KB), lodged 15 September 2021
2. ASX Westpac Capital Notes 8 Offer Announcement (PDF 158KB), lodged 17 August 2021

3. ASX Westpac Capital Notes 8 Investor Presentation (PDF 997KB), lodged 17 August 2021

4. ASX Letter to Eligible Westpac Capital Notes 4 Holders and Transfer Notice (PDF 167KB), lodged 17 August 2021

5. ASX Westpac Capital Notes 8 Completion of Bookbuild (PDF 109KB), lodged 20 August 2021

ATO Class Ruling

The Australian Taxation Office (ATO) has advised that it expects to issue a Class Ruling for WCN8 in late September 2021. The Class Ruling will confirm the Australian tax consequences for certain Note Holders.
 

The Class Ruling will be available here and on the ATO website at ato.gov.au.

 

Guidance for retail investors


ASIC Guidance

Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart website. The guidance includes a series of questions you should ask before you invest in hybrid securities to check your understanding of how hybrids work, their features and risks.

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.

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 WCN8, 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 WCN8. 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. 

Things you should know

More information
 

  • Read the Prospectus.
  • Westpac Capital Notes 8 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1300 660 106 (in Australia) and +61 1300 660 106 (outside Australia).
  • Seek professional advice from a financial adviser or other professional adviser.

Unless otherwise defined, capitalised words 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 in relation to the Offer (as the context requires).
 

BPAY® is a registered trademark of BPAY Pty Ltd ABN 69 079 137 518.
 



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