The information on this website is for Australian residents only.
Westpac announced on 12 November 2018 an offer of a new ASX listed Additional Tier 1 capital security known as Westpac Capital Notes 6 (Notes) (Offer).
The Offer includes a Reinvestment Offer to Eligible Westpac Capital Notes Holders1 to apply to reinvest some or all of their Westpac Capital Notes in an equivalent number of Notes (as both have a face value of $100 each). The Reinvestment Offer will be made via the Westpac Capital Notes 6 Prospectus (Prospectus), which Eligible Westpac Capital Notes Holders should read in full before deciding to apply for Notes.2 Further details of the Offer can be found at the Westpac Capital Notes 6 Offer Website.
1 Eligible Westpac Capital Notes Holders are registered holders of Westpac Capital Notes at 7.00pm (Sydney time) on 5 November 2018 and are shown on the Westpac Capital Notes Register as having an address in Australia.
2 You will need to complete the Application Form (online or printed) accompanying the Prospectus to apply.
Amendments to Westpac Capital Notes Terms, Letter to Eligible Westpac Capital Notes Holders and Transfer Notice
On 12 November 2018, Westpac released the following on ASX:
- amendments to the Westpac Capital Notes Terms primarily to facilitate the Reinvestment Offer;
- a letter to Eligible Westpac Capital Notes Holders including a description of the Reinvestment Offer; and
- a Transfer Notice regarding any Westpac Capital Notes reinvested under the Reinvestment Offer.
These announcements are available below:
Nominated Party Deed Poll
A copy of the Deed Poll, containing the undertaking by the Nominated Party to acquire each Participating Nominated Party Westpac Capital Note for $100 is available below or by calling the Westpac Capital Notes 6 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 653 497.
Pro-Rata and Final Westpac Capital Notes Distribution Payments
In accordance with the amended Westpac Capital Notes Terms, the following Westpac Capital Note Distributions are intended to be paid, provided the Distribution payment conditions in the Westpac Capital Notes Terms are satisfied:
(i) a Pro-Rata Westpac Capital Notes Distribution for the period from 9 December 2018 to 18 December 2018 (inclusive). This Distribution will be paid on 18 December 2018 for all Westpac Capital Notes held on the record date of 11 December 2018, regardless of participation in the Reinvestment Offer. The Pro-Rata Westpac Capital Notes Distribution will be the last Distribution paid on any reinvested Westpac Capital Notes; and
(ii) the intended Final Westpac Capital Notes Distribution for the period from 19 December 2018 to 8 March 2019 (inclusive). This Distribution is intended to be paid on 8 March 2019 on any Non-Participating Westpac Capital Notes held on the record date of 28 February 2019.
Distribution payments and payments of any transfer proceeds in respect of Non-Participating Westpac Capital Notes will be made in accordance with payment instructions recorded on the Westpac Capital Notes register. See the ‘Distribution payment history’ section below for further information on previous Westpac Capital Notes Distributions.
If you have any questions regarding your Westpac Capital Note holding, the Notes or the Reinvestment Offer:
Westpac Capital Notes trade under ASX code WBCPD. On 8 March 2013, Westpac issued 13,835,690 Westpac Capital Notes, at an Issue Price of $100 each, raising approximately A$1.38 billion of Tier 1 capital.
What are Westpac Capital Notes?
Westpac Capital Notes:
- Are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac, which, if they are on issue at the time, rank in priority to Ordinary Shares in a Winding Up;
- Offer Holders non-cumulative, floating rate Distributions expected to be paid quarterly in arrear, which are expected to be fully franked. The Distribution Rate is based on a Margin over the 90 day Bank Bill Rate, which is set on the first Business Day of each Distribution Period1. The Margin was set at 3.20% per annum. Distributions are within the absolute discretion of Westpac and only payable subject to the satisfaction of the Distribution Payment Conditions. Distributions may not be paid;
- Convert into Ordinary Shares on the Scheduled Conversion Date, subject to the Scheduled Conversion Conditions being satisfied (the first possible Scheduled Conversion Date is 8 March 2021);
- Are subject to earlier Conversion upon a Capital Trigger Event, Non-Viability Trigger Event or an Acquisition Event2
- May be Redeemed or Transferred at Westpac’s election on 8 March 2019 or Redeemed earlier for Franking, Tax or Regulatory Events. Redemption is subject to APRA’s prior written approval3
- Do not give holders a right to request Conversion, Redemption or Transfer. To realise their investment, Holders must sell their Westpac Capital Notes on ASX at the prevailing market price4 and
- Qualify as Additional Tier 1 Capital to satisfy Westpac's regulatory capital requirements.
Westpac Capital Notes are not guaranteed or secured. They are also 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).
Further details on Westpac Capital Notes can be found in the Prospectus.
|Issue date||8 March 2013|
|Normal settlement trading on ASX commenced on||18 March 2013|
|Optional Redemption/Transfer Date3||8 March 2019|
|Scheduled Conversion Date5||8 March 2021|
1.Except for the first Distribution Period, where the 90 day Bank Bill Rate was determined on the Issue Date.
2.Subject to the Second Scheduled Conversion Condition being satisfied as adjusted for an Acquisition Event.
3.There can be no certainty that APRA will provide its prior written approval.
4.Distributions are payable quarterly, subject to the satisfaction of the Distribution Payment Conditions.
5.Conversion of the Westpac Capital Notes to Ordinary Shares on this date is subject to the satisfaction of the Scheduled Conversion Conditions.
Distributions on Westpac Capital Notes
Other than as set out above, Westpac Capital Notes offer Holders non-cumulative, floating rate Distributions expected to be paid quarterly in arrear, on 8 March, 8 June, 8 September and 8 December, commencing on 8 June 2013.
Payment of Distributions are within the absolute discretion of Westpac, which means Westpac does not have to pay them. Distributions are also only payable if the Distribution Payment Conditions are satisfied.
Distributions are expected to be fully franked and accordingly Holders are expected to receive cash Distributions and franking credits6. Distributions are calculated as follows:
(Distribution Rate x Face Value x N) divided by 365
- The Face Value is $100.00 per Westpac Capital Note.
- N is the number of days in the Distribution Period, being the period from (but excluding) the previous Distribution Payment Date, or from (but excluding) the Issue Date in the case of the first Distribution Period, to (and including) the next Distribution Payment Date.
The Distribution Rate is a floating rate based on a Margin over the 90 day Bank Bill Rate, calculated using the following formula:
(90 day Bank Bill Rate + Margin) x (1 – Tax Rate)
- The 90 day Bank Bill Rate is set on the first Business Day of each Distribution Period, except for the first Distribution Period, where the 90 day Bank Bill Rate was determined on the Issue Date.
- The Margin is 3.20% per annum.
- The Tax Rate is the Australian corporate tax rate applicable to the franking account of Westpac as at the relevant Distribution Payment Date expressed as a decimal in the formula, 0.30.
The Distribution Rate and the 90 day Bank Bill Rate for each Distribution Period will be announced on ASX and will be available on this website.
6.The potential value of franking credits does not accrue to Holders at the same time as Holders receive the cash Distributions, and a Holder's ability to use the franking credits will depend on that Holder's individual tax position.
Distribution payment and record dates
|Distribution payment date||Relevant record date||Ex-distribution date|
|10 December 2018||30 November 2018||29 November 2018|
Distribution payment history
|Distribution payment date||Distribution rate per annum||Cash amount of Distribution per Westpac Capital Note||Number of days in the distribution period|
|10 December 2018||3.5923%7||$0.89567||91|
|8 June 2018||3.5735%7||$0.9007||92|
|8 March 2018||3.4685%||$0.8552||90|
|8 December 2017||3.4545%||$0.8613||91|
|8 September 2017||3.4475%||$0.8690||92|
|8 June 2017||3.4965%||$0.8813||92|
|8 March 2017||3.4755%||$0.8570||90|
|8 December 2016||3.4475%||$0.8595||91|
|8 September 2016||3.6575%||$0.9219||92|
|8 June 2016||3.8640%||$0.9739||92|
|8 March 2016||3.8500%||$0.9599||91|
|8 December 2015||3.7555%||$0.9363||91|
|8 September 2015||3.7403%||$0.9428||92|
|9 June 2015||3.8710%||$0.9757||92|
|10 March 2015||4.1440%||$1.0218||90|
|8 December 2014||4.0775%||$1.0166||91|
|8 September 2014||4.1148%||$1.0372||92|
|10 June 2014||4.0915%||$1.0313||92|
|11 March 2014||4.0518%||$0.9991||90|
|9 December 2013||4.0423%||$1.0078||91|
|9 September 2013||4.1796%||$1.0535||92|
|11 June 2013||4.3540%||$1.0974||92|
7. Expected rate/ amount per note.
Conversion of Westpac Capital Notes
Westpac Capital Notes will be Converted into Ordinary Shares on the Scheduled Conversion Date subject to the Scheduled Conversion Conditions being satisfied. The first possible Scheduled Conversion Date will be 8 March 2021. Westpac Capital Notes can also be Converted earlier upon a Capital Trigger Event, Non-Viability Trigger Event or an Acquisition Event2.
Early redemption of Westpac Capital Notes by Westpac
Westpac Capital Notes may be Redeemed or Transferred at Westpac’s election on 8 March 2019 or Redeemed earlier for Franking, Tax or Regulatory Events. Redemption is subject to APRA’s prior written approval3. Holders of the Westpac Capital Notes have no right to request Conversion, Redemption or Transfer. To realise their investment, Holders must sell their Westpac Capital Notes on ASX at the prevailing market price.
Prospectus and Notes Deed Poll
Link Market Services Limited (as the Registry) holds the original executed Notes Deed Poll on behalf of each registered holder of Westpac Capital Notes. Refer to Section 2.13 of the Prospectus for information regarding the Notes Deed Poll.
ATO Class Ruling
2013 ASX announcements and Investor Presentation
ASIC guidance for retail investors
ASIC has published guidance which may be relevant to your investment in Westpac Capital Notes, namely information for retail investors who are considering investing in hybrid securities called “Hybrid securities and notes” (under the heading “Complex investments” at www.moneysmart.gov.au/investing).
Westpac's Guide to Bank Hybrids
Westpac's Guide to Bank Hybrids, a web-based guide to help investors understand some of the typical features and risks associated with an investment in hybrid capital securities. The Guide to Bank Hybrids provides a brief overview of hybrid investments, including how to invest in an Australian bank and the typical features and risks of different types of bank hybrids. The Guide to Bank Hybrids may be helpful when you are considering an investment in a bank hybrid.