ANZ GROUP HOLDINGS LIMITED FINAL TERMS
MiFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each relevant Joint Lead Manager's product approval process as a MiFID II (as defined below) "manufacturer", the target market assessment completed by the relevant Joint Lead Managers in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (an "EU distributor") should take into consideration the manufacturers' target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. The Issuer is not subject to MiFID II and any implementation thereof by an EU Member State. The Issuer is therefore not a "manufacturer" for the purposes of the MiFID Product Governance Rules under EU Delegated Directive 2017/593 and has no responsibility or liability for identifying a target market, or any other product governance obligation set out in MiFID II, for financial instruments it issues (including the foregoing target market assessment for the Notes described in this legend).
UK MiFIR product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each relevant Joint Lead Manager's product approval process as a UK MiFIR (as defined below) "manufacturer", the target market assessment completed by the relevant Joint Lead Managers in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. The Issuer is not subject to UK MiFIR. The Issuer is therefore not a "manufacturer" for the purposes of the UK MiFIR Product Governance Rules and has no responsibility or liability for identifying a target market, or any other product governance obligation set out in UK MiFIR, for financial instruments it issues (including the foregoing target market assessment for the Notes described in this legend).
Notification under Section 309(B)(1) of the Securities and Futures Act 2001 of Singapore (the "SFA") - The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).
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Australia and New Zealand Banking Group Limited
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia and registered in the State of Victoria)
Legal Entity Identifier: JHE42UYNWWTJB8YTTU19
US$60,000,000,000
Euro Medium Term Note Programme
Series No: 2077
Tranche No: 1
EUR 1,000,000,000 3.652 per cent. Notes due 20 January 2026
Issue Price: 100 per cent.
Australia and New Zealand Banking Group Limited
Deutsche Bank AG, London Branch
HSBC Bank plc
Société Générale
UBS AG London Branch
(the "Joint Lead Managers")
The date of these Final Terms is 17 January 2023
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PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 November 2022 and the Supplemental Base Prospectus dated 4 January 2023 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus.
Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Issuer at https://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-note-programme-aus/and the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmland during normal business hours at the offices of the Paying Agents and copies may be obtained from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.
1 | (i) | Series Number: | 2077 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes | Not Applicable | |
will be consolidated and | |||
form a single Series: | |||
2 | (i) | Specified Currency or | Euro ("EUR") |
Currencies: |
- Exotic Currency Payments: Not Applicable
(iii) | Exotic Currency Relevant | Not Applicable | |
Time: | |||
(iv) | Exotic Currency Thomson | Not Applicable | |
Reuters Screen Page: | |||
3 | Aggregate Principal Amount: | EUR 1,000,000,000 | |
(i) | Series: | EUR 1,000,000,000 | |
(ii) | Tranche: | EUR 1,000,000,000 | |
4 | Issue Price: | 100 per cent. of the Aggregate Principal Amount | |
5 | Specified Denomination(s): | EUR 100,000 and integral multiples of EUR | |
1,000 thereafter. No Notes in definitive form will | |||
be issued with a denomination above EUR | |||
199,000 | |||
6 | Calculation Amount: | EUR 1,000 |
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7 | (i) | Issue Date: | 20 January 2023 | |
(ii) | Interest Commencement | Issue Date | ||
Date: | ||||
8 | Maturity Date: | 20 January 2026 | ||
9 | Interest Basis: | Fixed Rate | ||
10 | Redemption/Payment Basis: | Redemption at Par | ||
11 | Change of Interest or | Not Applicable | ||
Redemption/Payment Basis: | ||||
12 | NZ Subordinated Notes: | Not Applicable | ||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
13 Fixed Rate Note Provisions | Applicable | |||
(i) | Rate(s) of Interest: | 3.652 per cent. per annum payable annually in | ||
arrear | ||||
(ii) | (a) | Interest Payment | 20 January in each year commencing on 20 | |
Date(s): | January 2024, in each case subject to adjustment | |||
for payment purposes only in accordance with the | ||||
Business Day Convention specified below | ||||
(b) | Interest Period(s): | As defined in Condition 4(p) | ||
(c) | Interest Period | As defined in Condition 4(p) | ||
Date: |
- Fixed Coupon Amount(s): EUR 36.52 per Calculation Amount
(iv) | Broken Amount(s): | Not Applicable |
(v) | Day Count Fraction: | Actual/Actual (ICMA) |
- Business Day Convention: Following Business Day Convention
(a) | Adjusted: | Not Applicable |
(b) | No Adjustment: | Applicable |
(vii) Additional Business | New York | |
Centre(s): | ||
(viii) Party responsible for | The Fiscal Agent, being Deutsche Bank AG, | |
calculating the Rate(s) of | London Branch, shall be the Calculation Agent | |
Interest and/or Interest | ||
Amount(s): |
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14 | Floating Rate Note Provisions | Not Applicable |
15 | CMS Rate Note Provisions: | Not Applicable |
16 | Inverse Floating Rate Note | Not Applicable |
Provisions | ||
17 | Range Accrual Note Provisions: | Not Applicable |
18 | Zero Coupon Note Provisions: | Not Applicable |
PROVISIONS RELATING TO REDEMPTION | ||
19 | Call Option | Not Applicable |
20 | Put Option | Not Applicable |
21 | Final Redemption Amount of each | EUR 1,000 per Calculation Amount |
Note: | ||
22 | Early Redemption for NZ | Not Applicable |
Subordinated Note Regulatory | ||
Event: | ||
23 | Early Redemption Amount: | EUR 1,000 per Calculation Amount |
(Early Redemption Amounts | ||
payable on redemption on account | ||
of an NZ Subordinated Note | ||
Regulatory Event, for taxation |
reasons or on an Event of Default or other early redemption and/or the method of calculating the same)
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24 | Form of the Notes: | Bearer Notes |
Temporary Global Note exchangeable for a | ||
Permanent Global Note which is exchangeable | ||
for Bearer Notes in definitive form on 60 days' | ||
notice (or, following a failure to pay principal, on | ||
30 days' notice) by the Issuer and in the limited | ||
circumstances specified in the Permanent Global | ||
Note | ||
25 | Payment Business Day | Following |
Convention: | ||
26 | Additional Financial Centre(s): | New York |
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ANZ - Australia & New Zealand Banking Group Ltd. published this content on 20 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2023 14:20:11 UTC.
