Westpac Convertible Preference Shares

The information on this website page is for Australian residents only.

Westpac Convertible Preference Shares (Westpac CPS) (ASX Code WBCPC) are no longer trading and were removed from official quotation on the ASX at the close of trade on 3 April 2018.

Transfer and Conversion of Westpac CPS

On 3 April 2018, Westpac completed the transfer and conversion of all Westpac CPS remaining on issue.

All remaining Westpac CPS were transferred to UBS AG, Australia Branch (the Nominated Party) in accordance with the transfer notice issued by Westpac to Westpac CPS holders on 5 February 2018.

The Nominated Party paid Westpac CPS holders the transfer proceeds of $100 for each Westpac CPS held on 3 April 2018.

Westpac also paid the Westpac CPS holders on 3 April 2018 a Final Westpac CPS Dividend of $0.1782 for the period from 14 March 2018 to 31 March 2018 (inclusive) for each Westpac CPS they held on the record date of 23 March 2018.

Following the transfer on 3 April 2018, all remaining Westpac CPS held by the Nominated Party were retired, with Westpac converting them into Westpac ordinary shares.

The ASX announcement on the transfer and conversion of Westpac CPS can be found here.

Reinvestment Offer for Westpac CPS holders

On 5 February 2018, Westpac announced an offer of a new Westpac security, known as Westpac Capital Notes 5, which included an offer for Eligible Westpac CPS Holders¹, to apply to have some or all of their Westpac CPS reinvested in Westpac Capital Notes 5 (Reinvestment Offer).

Details of the Reinvestment Offer were set out in the Westpac Capital Notes 5 Prospectus (Prospectus). The Reinvestment Offer and other offers under the Prospectus are now closed.

The Prospectus is available here (PDF 1MB) for reference purposes only.

On 13 March 2018, Westpac issued the Westpac Capital Notes 5 and all Westpac CPS participating in the Reinvestment Offer were transferred to the Nominated Party for $100 each and the proceeds were reinvested in Westpac Capital Notes 5. Those Westpac CPS were subsequently bought back by Westpac and cancelled on 13 March 2018. A Pro-Rata Westpac CPS Dividend (cash amount of $1.6229 per Westpac CPS) was paid on 13 March 2018 on all Westpac CPS held on the record date of 5 March 2018, regardless of whether or not they were reinvested in Westpac Capital Notes 5 under the Reinvestment Offer.

The ASX announcement on the issue of Westpac Capital Notes 5 and reinvestment of Westpac CPS can be found here (PDF 396KB).

Further details can be found on the Westpac Capital Notes 5 Website

^{1 Westpac CPS Holders at 7.00pm (Sydney time) on 29 January 2018 shown on the Register as having an address in Australia.}

Westpac CPS

Westpac CPS were fully paid, perpetual, convertible, unguaranteed and unsecured preference shares issued by Westpac, which ranked in priority to Ordinary Shares and which qualified as Non-Innovative Residual Tier 1 Capital of Westpac for APRA purposes.

Dividends

Westpac CPS offered holders preferred, non-cumulative, floating rate, semi-annual dividends, (subject to the Dividend Payment Test). The final Dividend was paid on 3 April 2018.

Dividends were calculated as follows:

(Dividend Rate x Face Value x N) divided by 365.

The Dividend Rate was a floating rate set on the first Business Day of each Dividend Period using the following formula:

(180 day Bank Bill Rate + Margin) x (1 - Tax Rate).
 

• 180 day Bank Bill Rate was the 180 day Bank Bill Rate on the first business day of each Dividend Period (except for the first Dividend Period, where the 180 day Bank Bill Rate was determined on the Issue Date (23 March 2012))
• The Margin was 3.25% per annum
• The Tax Rate was the Australian corporate tax rate applicable to the franking account of Westpac as at the Dividend Payment Date. As at the date of the Prospectus, the relevant tax rate was 30% or, expressed as a decimal in the formula, 0.30
• The Face Value was $100.00 per Westpac CPS
• N = the number of days in the Dividend Period

^{^ The potential value of the franking credits did not accrue to you at the same time as you received the cash dividend and a holder's ability to use franking credits depended on their individual tax position.}
 

Dividend payment history

 

New Zealand imputation credits

Westpac attached New Zealand imputation credits to the Westpac CPS initial dividend, paid on 2 October 2012.
 

Generally the only holders of Westpac CPS who could obtain benefits from the New Zealand imputation credits are those holders who were New Zealand resident taxpayers.  If you require further information, we recommend you talk to your tax adviser or the New Zealand Inland Revenue Department.

The amount of New Zealand imputation credits able to be provided to holders of Westpac CPS depended on a number of factors including future profits from Westpac’s New Zealand operations and the amount of New Zealand income tax paid.

Futher Information

If you have any questions regarding Westpac CPS, Westpac Capital Notes 5 or the Reinvestment Offer:

• please call the Westpac CPS Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 790 223 (local call cost within Australia); or
• visit the Westpac Capital Notes 5 website.

Nominated Party Deed Poll

A copy of the Deed Poll, containing the undertakings by the Nominated Party to acquire each Westpac CPS for $100 pursuant to the relevant transfer is available below or by calling the Westpac CPS Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 790 223 (local call cost within Australia).

Nominated Party Deed Poll

Historical ASX announcements

Westpac announced on 5 February 2018 that it had:

• approved amendments to the Westpac CPS Terms to facilitate the Reinvestment Offer, the transfers of Westpac CPS and related matters;
• released a letter to Eligible Westpac CPS Holders including a description of the Reinvestment Offer; and
• released a Transfer Notice, which was sent to all Westpac CPS holders.

These announcements are available below.

Amended Westpac CPS Terms (PDF 655KB), 5 February 2018
Westpac CPS Reinvestment Offer and Transfer Notice, 5 February 2018

Additional Westpac CPS announcements can be found below:

Media release on the Westpac CPS - Westpac confirms issuance of Westpac CPS (PDF 86KB), 23 March 2012
Media release on the Westpac CPS result of the Bookbuild and Margin (PDF 169KB), 23 February 2012
Media release on the announcement of the Westpac CPS Offer (PDF 216KB), 16 February 2012
 

ATO Class Ruling

On 16 May 2012, the Australian Taxation Office issued a Class Ruling which confirmed the Australian tax consequences for certain holders of Westpac CPS. You can view a copy of the Class Ruling here.

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.

Additional information

Nothing contained on this website or in the Prospectus constitutes financial product advice and this website, and the Prospectus have been prepared without taking into account your investment objectives, financial situation or particular needs. If, after reading this website and the Prospectus, you are unclear or have any questions, then you should consult your financial adviser or other professional adviser.

The information set out here is for Australian residents only. Unless the context suggests otherwise, capitalised terms used on this site which have not been defined have the same meaning as those in the Westpac CPS Prospectus dated 24 February 2012 and lodged with the Australian Securities and Investments Commission on that date.

 

WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their overall 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.

 

Westpac Capital Notes 5 have not been, and will not be, registered under the US Securities Act of 1933, as amended (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 “U.S. person” (as defined in Regulation S under the US Securities Act).