The Westpac Capital Notes Offer is closed. Westpac Capital Notes trade under the 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 has been 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 (including in the Westpac Capital Notes Terms at Appendix B of the Prospectus).
|Issue date||8 March 2013|
|Holding Statements dispatched by||15 March 2013|
|Normal settlement trading on ASX commenced on||18 March 2013|
|Record date for first Distribution||31 May 2013|
|First Distribution Payment Date4,5||8 June 2013|
|Optional Redemption/Transfer Date3||8 March 2019|
|Scheduled Conversion Date6||8 March 2021|
1. Except for the first Distribution Period, where the 90 day Bank Bill Rate will be 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. The first Distribution Payment Date, being 8 June 2013, is not a Business Day, accordingly the expected first Distribution will be made on the next Business Day, being 11 June 2013.
6. Conversion of the Westpac Capital Notes to Ordinary Shares on this date is subject to the satisfaction of the Scheduled Conversion Conditions.
7. 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.
Distributions on Westpac Capital Notes
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. As the first Distribution Payment Date, 8 June 2013, is not a Business Day, it is expected that the first Distribution will be made on the next Business Day, being 11 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 credits7. 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 to ASX and will be available on this website.
Distribution payment and record dates
|Distribution payment date||Relevant record date||Ex-distribution date|
|8 March 2017||28 February 2017||27 February 2017|
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|
|8 March 2017||3.4755%8||$0.85708||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 20159||4.1440%||$1.0218||90|
|8 December 2014||4.0775%||$1.0166||91|
|8 September 2014||4.1148%||$1.0372||92|
|10 June 20149||4.0915%||$1.0313||92|
|11 March 2014||4.0518%||$0.9991||90|
|9 December 20139||4.0423%||$1.0078||91|
|9 September 20139||4.1796%||1.0535||92|
|11 June 2013||4.3540%||1.0974||92|
8. Expected rate/ amount per note
9. The scheduled Distribution Payment Date is not a Business Day. In accordance with the terms, the Distribution Payment will be made on the next Business Day.
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
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.
Things you should know
If you have any questions regarding your investment in Westpac Capital Notes, please call the Westpac Capital Notes Information Line on 1300 133 814
(Monday to Friday, 8.30am to 7.30pm, Sydney time).
Unless otherwise defined, capitalised terms used on this website have the same meaning as those in the Prospectus.
Terms and Conditions of website