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WESTPAC CAPITAL NOTES 9 Offer

On 20 July 2022, Westpac Banking Corporation (Westpac) successfully completed the offer of Westpac Capital Notes 9 (Notes) (Offer). Approximately 15.1 million Notes were issued at $100 each, raising $1.51 billion.  


Allocations of Notes to Syndicate Brokers and Institutional Investors were determined under the Bookbuild. Allocations to individual Applicants under the New Money Offer were at the discretion of the relevant Syndicate Broker. Applications from Eligible Westpac Capital Notes 2 Holders under the Reinvestment Offer, where an Allocation of Notes was received under the Bookbuild, were accepted in full. Applicants should contact their Syndicate Broker to confirm their Allocation.


The Notes commenced trading on the ASX under the code WBCPL on a normal settlement basis on 21 July 2022. Applicants are responsible for confirming their Allocation prior to selling any Notes. Applicants who sell their Notes before receiving confirmation of their Allocation do so at their own risk. Holding Statements were sent on 22 July 2022.

Westpac Capital Notes 9

The Notes are subordinated, perpetual, unsecured notes issued by Westpac, and are expected to provide investors with fully franked, floating rate, non-cumulative distributions paid quarterly.


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


Target Market Determination (TMD)

A TMD was prepared for the Notes, which describes the class of retail investors to whom the Notes were targeted (described as the Target Market), and conditions around how the Notes were distributed to help ensure that retail investors were, or were reasonably likely to be, within the Target Market.

 

Access the historical Target Market Determination, relating to Westpac Capital Notes 9 (PDF 88KB), lodged 21 June 2022.

Distributions on Westpac Capital Notes 9

The Notes are expected pay fully franked, non-cumulative floating rate Distributions quarterly in arrear (subject to the Distribution Payment Conditions, which include that payment of Distributions are within the absolute discretion of Westpac). Distributions are expected to be paid on 22 March, 22 June, 22 September and 22 December of each year (commencing on 22 September 2022), until the Notes 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 September 2022 14 September 2022 13 September 2022

Distribution payment history

Distribution payment date Distribution rate per annum Cash amount of Distribution per Westpac Capital Notes 9 Number of days in the Distribution period
22 September 2022 3.9316%1 $0.68941 64

1. Expected amount/rate

Key features of Westpac Capital Notes 9

Term

Perpetual, however, the Notes may be Converted, Redeemed or Transferred as outlined below.

Scheduled Conversion

Scheduled to Convert into Ordinary Shares on 22 June 2031 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 September 2028, 22 December 2028, 22 March 2029, or 22 June 2029; or

● all 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 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 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 6 of the Prospectus for further information about some of the key risks of investing in the Notes and in Westpac.

2. The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the time of the Offer but that rate may change.


CAUTION - Westpac Capital Notes 9 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 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).

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 the Prospectus nor other materials relating to the Offer may be distributed in the United States.

Key dates for Westpac Capital Notes 9

Record Date for first Distribution

14 September 2022

First Distribution Payment Date3,4

22 September 2022

Option for Westpac to Convert5, Redeem6 or Transfer the Notes

22 September 2028
22 December 2028
22 March 2029
22 June 2029

Scheduled Conversion Date7

22 June 2031

Except as otherwise specified in the Westpac Capital Notes 9 Terms, if any of these dates are not Business Days and an event under the Westpac Capital Notes 9 Terms is stipulated to occur on that day, then the event will occur on the next Business Day.

 

3. Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Section 2.1.9 of the Prospectus.

4. You should note that the first Distribution Period is a shorter period of 64 days and other Distribution Periods will otherwise generally be 90 to 92 days.

5. Subject to satisfaction of the Optional Conversion Restriction – see Section 2.4.2 of the Prospectus.

6. There can be no certainty that APRA will provide its prior written approval for any such Redemption.

7. Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Section 2.2.3 of the Prospectus.

Prospectus, Notes Deed Poll and TMD

Prospectus, relating to Westpac Capital Notes 9 (PDF 1MB), lodged 29 June 2022.
Notes Deed Poll, relating to Westpac Capital Notes 9 (PDF 830KB), lodged 29 June 2022.
Target Market Determination, relating to Westpac Capital Notes 9 (PDF 88KB), lodged 21 June 2022.

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

Announcements

  1. ASX Westpac Capital Notes 9 Offer Announcement (PDF 160KB), lodged 21 June 2022
  2. ASX Letter to Westpac Capital Notes 2 holders (PDF 126KB), lodged 21 June 2022
  3. ASX Redemption Notice to Westpac Capital Notes 2 holders (PDF 35KB), lodged 21 June 2022
  4. ASX Westpac Capital Notes 9 Completion of Bookbuild (PDF 55KB), lodged 23 June 2022
  5. ASX Westpac Capital Notes 9 Issue, lodged 21 July 2022 (PDF 161KB)

ATO Class Ruling

On 3 August 2022, the Australian Taxation Office issued a Class Ruling, which confirms the Australian tax consequences for certain Holders of Westpac Capital Notes 9. You can view a copy of the Class Ruling here (PDF 114KB)

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.

The Guide to Bank Hybrids may be helpful when you are considering an investment in the Notes.

The Prospectus does not provide investment 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 6). 

 

ASIC has published guidance on how to choose a financial adviser on its MoneySmart website at moneysmart.gov.au/financial-advice/choosing-a-financial-adviser 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
 

  • Speak to your Syndicate Broker.
  • Read the Prospectus.
  • Westpac Capital Notes 9 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1800 606 886 (free call within Australia) and +61 1800 606 886 (from outside Australia).

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).

Copyright© 2022 Westpac Banking Corporation ABN 33 007 457 141.