Appendix 3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
Australia and New Zealand Banking Group Limited (ANZ)
ABN
11 005 357 522
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 | +Class of +securities issued or to | Subordinated Notes |
be issued | ||
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
AUD265,000,000 3.40 per cent. Fixed Rate Subordinated Notes due 20 December 2039 (the "Notes")
+ See chapter 19 for defined terms. | |
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New issue announcement
3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid
+securities, the amount outstanding and due dates for
payment; if +convertible securities, the conversion price and dates for conversion)
Refer to the particulars taken from the Pricing Supplement dated 18 December 2019 relating to the issue of the Notes ("Pricing Supplement"), attached as the Annex to this Appendix 3B, to be read in conjunction with the Information Memorandum for ANZ's $US60,000,000,000 Euro Medium Term Note Programme dated 21 May 2019 (the "Information Memorandum"), which is annexed to ANZ's Appendix 3B dated 21 November 2019.
Unless otherwise defined in this Appendix 3B, capitalised terms in this Appendix 3B have the meaning set out in the Pricing Supplement and the Information Memorandum.
+ See chapter 19 for defined terms.
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4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
- the date from which they do
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
Refer to the Pricing Supplement and the Information Memorandum.
The Notes constitute direct, unsecured and subordinated obligations of ANZ ranking equally among themselves.
The Notes are subject to mandatory Conversion into ordinary shares of ANZ (or a successor) if a Non-Viability Trigger Event occurs.
If a Non-Viability Trigger Event occurs that does not involve a requirement for a public sector injection of capital or equivalent support, on the date of such event, ANZ will be required to Convert some or all of the Nominal Amount of the Notes into Ordinary Shares (subject to the Maximum Conversion Number).
If Conversion has not been effected within five Business Days after the Non-Viability Trigger Event for any reason, ANZ will be required to Write-Off the relevant Nominal Amount of the Notes.
Where a Write-Off occurs, the rights of the relevant investor in relation to the relevant Nominal Amount of a Note are immediately and irrevocably terminated and written-off and the investor will lose that investment and will not receive any compensation.
If the Notes have not been Converted, in the event of a winding-up of ANZ and prior to the commencement of a winding-up of ANZ, the principal amount of, and interest on, and any other payments, including additional amounts, in respect of the Notes will rank behind all claims of Senior Creditors, pari passu with Equal Ranking Securities and ahead of Junior Ranking Securities.
Subordinated Noteholders' rights in relation to the Notes may be terminated where Conversion does not occur as required following a Non- Viability Trigger Event.
For more information in relation to the ranking of the Notes refer to the section headed "Status and subordination of Subordinated Notes" in the Information Memorandum.
+ See chapter 19 for defined terms.
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5 | Issue price or consideration | Issue price: 100 per cent. of the Aggregate |
Principal Amount of the Notes | ||
Interest basis: Fixed Rate | ||
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
ANZ will use the proceeds for general corporate purposes.
6a
6b
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
The date the security holder resolution under rule 7.1A was passed
No
Not applicable
6c | Number | of | +securities | issued | Not applicable |
without security holder approval | |||||
under rule 7.1 | |||||
+securities | |||||
6d | Number | of | issued | Not applicable | |
with security | holder approval | ||||
under rule 7.1A | |||||
+securities | |||||
6e | Number | of | issued | Not applicable | |
with security | holder approval | ||||
under rule 7.3, or another | |||||
specific security holder approval | |||||
(specify date of meeting) | |||||
6f
6g
Number of +securities issued under an exception in rule 7.2
If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
Not applicable
Not applicable
+ See chapter 19 for defined terms.
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6h | If +securities were issued under | Not applicable | |||
rule | 7.1A | for | non-cash | ||
consideration, | state | date on | |||
which valuation of consideration | |||||
was released to ASX Market | |||||
Announcements |
6i
7
Calculate the entity's remaining | Not applicable |
issue capacity under rule 7.1 and | |
rule 7.1A - complete Annexure 1 | |
and release to ASX Market | |
Announcements | |
+Issue dates | |
20 December 2019 |
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
+ See chapter 19 for defined terms.
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8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
Number | +Class |
2,836,177,422 | Fully paid ordinary |
shares | |
11,200,000 | ANZ Capital Notes 1 |
16,100,000 | ANZ Capital Notes 2 |
9,701,791 | ANZ Capital Notes 3 |
16,220,000 | ANZ Capital Notes 4 |
9,310,782 | ANZ Capital Notes 5 |
USD1,250,000,000 2.050 per cent Covered Bond due May 2020
EUR750,000,000 0.625 per cent. Fixed Rate Notes due February 2023
CNY2,500,000,000 4.75 per cent. Fixed Rate Subordinated Notes due January 2025
SGD500,000,000 3.75 per cent. Fixed Rate Subordinated Notes due March 2027
AUD200,000,000 4.75 per cent. Fixed Rate Subordinated Notes due May 2027
EUR1,000,000,000 1.125 per cent. Fixed Rate Subordinated Notes due November 2029
AUD225,000,000 4.75 per cent. Fixed Rate Subordinated Notes due September 2032
USD1,000,000,000 Perpetual Subordinated Contingent Convertible Securities
AUD265,000,000 3.40 per cent. Fixed Rate Subordinated Notes due December 2039
+ See chapter 19 for defined terms.
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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
Number | +Class |
6,923,740 | Options on issue |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Conditions of Payment
Prior to the commencement of the winding- up of ANZ (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):
- the obligations of ANZ to make payments of principal of, any interest on, and any other payments, including additional amounts, in respect of the Notes will be conditional on ANZ being Solvent at the time of such payment by ANZ; and
- no payment of principal of, any interest on, and any other payments, including additional amounts, in respect of the Notes shall be made unless ANZ is Solvent immediately after making such payment.
Part 2 - Pro rata issue
11 | Is security holder approval | Not applicable |
required? | ||
12 | Is the issue renounceable or non- | Not applicable |
renounceable? | ||
Ratio in which the +securities will | ||
13 | Not applicable | |
be offered | ||
+Class of +securities to which the | ||
14 | Not applicable | |
offer relates |
+ See chapter 19 for defined terms.
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New issue announcement
15 | +Record date to determine | Not applicable |
entitlements |
16 Will holdings on different Not applicable registers (or subregisters) be
aggregated for calculating entitlements?
- Policy for deciding entitlements in relation to fractions
- Names of countries in which the entity has security holders who will not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
Not applicable
Not applicable
19 Closing date for receipt of Not applicable acceptances or renunciations
+ See chapter 19 for defined terms.
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New issue announcement
20 | Names of any underwriters | Not applicable |
21 | Amount of any underwriting fee | Not applicable |
or commission | ||
22 | Names of any brokers to the issue | Not applicable |
- Fee or commission payable to the broker to the issue
- Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
Not applicable
Not applicable
25 If the issue is contingent on Not applicable security holders' approval, the
date of the meeting
26 | Date entitlement and acceptance | Not applicable |
form and offer documents will be | ||
sent to persons entitled | ||
27 | If the entity has issued options, | Not applicable |
and the terms entitle option | ||
holders to participate on exercise, | ||
the date on which notices will be | ||
sent to option holders | ||
28 | Date rights trading will begin (if | Not applicable |
applicable) | ||
29 | Date rights trading will end (if | Not applicable |
applicable) | ||
30 | How do security holders sell their | Not applicable |
entitlements in full through a | ||
broker? | ||
31 | How do security holders sell part | Not applicable |
of their entitlements through a | ||
broker and accept for the | ||
balance? |
+ See chapter 19 for defined terms.
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32 | How do security holders dispose | Not applicable |
of their entitlements (except by | ||
sale through a broker)? | ||
+Issue date | ||
33 | Not applicable | |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of +securities (tick one)
(a) | +Securities described in Part 1 | |
(b) | All other +securities | |
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, | ||
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible | ||
securities |
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
- If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
- If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 | A copy of any trust deed for the additional +securities |
+ See chapter 19 for defined terms.
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Entities that have ticked box 34(b)
38 | Number of +securities for which | Not applicable |
+quotation is sought | ||
+Class of +securities for which | ||
39 | Not applicable | |
quotation is sought | ||
-
Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state: - the date from which they do
- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
- Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
Not applicable
Not applicable
42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
Number | +Class |
Not applicable | Not applicable |
+ See chapter 19 for defined terms.
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New issue announcement
Quotation agreement
1 | +Quotation of our additional +securities is in ASX's absolute discretion. ASX |
may quote the +securities on any conditions it decides. |
2 We warrant the following to ASX.
- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those +securities should not be granted +quotation.
- An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
- We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: | ............................................................ Date: 20 December 2019 |
(Company secretary) | |
Print name: | Simon Pordage |
== == == == == |
+ See chapter 19 for defined terms.
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PART A - CONTRACTUAL TERMS
1. | Issuer | Australia and New Zealand Banking Group | |
Limited | |||
2. | (i) | Series Number: | 2030 |
(ii) | Tranche Number: | 1 | |
3. | (i) | Specified Currency or | Australian Dollars ("AUD") |
Currencies: | |||
(ii) | Exotic Currency | Not Applicable | |
Payments: | |||
(iii) | Exotic Currency Relevant | Not Applicable | |
Time: | |||
(iv) | Exotic Currency Thomson | Not Applicable | |
Reuters Screen Page: |
4. Aggregate Principal Amount:
(i) | Series: | AUD 265,000,000 | |
(ii) | Tranche: | AUD 265,000,000 | |
5. | Issue Price: | 100 per cent. of the Aggregate Principal | |
Amount | |||
6. | (i) | Specified Denomination(s) | AUD 200,000 and integral multiples of AUD |
(and Principal Amount): | 2,000 in excess thereof, in each case as it may | ||
be adjusted in accordance with Condition 5A.4 | |||
The minimum aggregate consideration payable | |||
in respect of an offer or invitation in Australia | |||
or any offer or invitation received in Australia | |||
must be no less than AUD 500,000 (or its | |||
equivalent in an alternate currency, in each | |||
case, disregarding moneys lent by the offeror or | |||
its associates) unless the offer or invitation does | |||
not require disclosure to investors under Part | |||
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6D.2 or Chapter 7 of the Corporations Act. In | ||||
every case, an offer or invitation must not be to | ||||
a retail client (as defined in section 761G of the | ||||
Corporations Act) | ||||
(ii) | Calculation Amount: | AUD 2,000, as it may be adjusted in accordance | ||
with Condition 5A.4 | ||||
7. | (i) | Issue Date: | 20 December 2019 | |
(ii) | Interest Commencement | Issue Date | ||
Date: | ||||
8. | Maturity Date: | 20 December 2039 | ||
9. | Interest Basis: | Fixed Rate | ||
(Further particulars specified below) | ||||
10. | Redemption/Payment Basis: | Redemption at Par | ||
11. | Change of Interest or | Not Applicable | ||
Redemption/Payment Basis: | ||||
12. | Put/Call Options: | Not Applicable | ||
13. | Status of the Notes: | Subordinated Notes | ||
14. | Method of distribution: | Syndicated | ||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
15. | Fixed Rate Note Provisions | Applicable | ||
(i) | Rate of Interest: | 3.40 per cent. per annum payable annually in | ||
arrear | ||||
(ii) | (a) | Interest Payment | 20 December in each year commencing on 20 | |
Date(s): | December 2020; 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: | ||||
(iii) | Fixed Coupon Amount: | AUD 68.00 per Calculation Amount | ||
(iv) | Broken Amount(s): | Not Applicable | ||
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(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 | Not Applicable | ||
Centre(s): | For the avoidance of doubt, London and Sydney | |||
are business centres for the purposes of the | ||||
definition of "Business Day" in Condition 4(p) | ||||
(viii) | Party responsible for | The Fiscal Agent shall be the Calculation Agent | ||
calculating the Rate(s) of | ||||
Interest and/or Interest | ||||
Amount(s): | ||||
(ix) | Other terms relating to the | Not Applicable | ||
method of calculating | ||||
interest for Fixed Rate | ||||
Notes: | ||||
16. | Floating Rate Note Provisions | Not Applicable | ||
17. | CMS Rate Note Provisions (for | Not Applicable | ||
Unsubordinated Notes only): | ||||
18. | Inverse Floating Rate Note | Not Applicable | ||
Provisions (for Unsubordinated | ||||
Notes only): | ||||
19. | Range Accrual Note Provisions | Not Applicable | ||
(for Unsubordinated Notes only): | ||||
20. | Zero Coupon Note Provisions (for | Not Applicable | ||
Unsubordinated Notes only): | ||||
21. | Index-Linked Interest Note/Other | Not Applicable | ||
variable-linked interest Note | ||||
Provisions (for Unsubordinated | ||||
Notes only): | ||||
22. | Dual Currency Note Provisions | Not Applicable | ||
(for Unsubordinated Notes only): | ||||
PROVISIONS RELATING TO REDEMPTION | ||||
23. | Call Option | Not Applicable |
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- Put Option
- Final Redemption Amount of each Note:
-
Early Redemption Amount:
(Early Redemption Amount(s) payable on redemption on account of a Regulatory Event, for taxation reasons, on an Event of Default or other early redemption and/or the method of calculating the same)
Not Applicable
AUD 2,000 per Calculation Amount, as it may be adjusted in accordance with Condition 5A.4
AUD 2,000 per Calculation Amount, as it may be adjusted in accordance with Condition 5A.4
Any early redemption will be subject to the prior written approval of the Australian Prudential Regulation Authority
27. Redemption for Regulatory Event Applicable
(for Subordinated Notes issued by ANZBGL only)
28. Redemption for taxation reasons:
Condition 5(b)(i) | Applicable (Note that Condition 5(b)(i) applies |
automatically) | |
Condition 5(b)(ii) (for | Applicable |
Subordinated Notes issued by | |
ANZBGL only) | |
Condition 5(b)(iii) (for | Applicable |
Subordinated Notes issued by | |
ANZBGL only) | |
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |
29. Form of Notes: | Registered Notes |
- Payment Business Day Convention:
- Additional Financial Centre(s) or other special provisions relating to Payment Business Days:
Registered Global Note exchangeable for Certificates in definitive form in the limited circumstances specified in the Registered Global Note
Following
Not Applicable
For the avoidance of doubt, London and Sydney are financial centres for the purposes of the definition of "Payment Business Day" in Condition 6(h)
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32. | Talons for future Coupons or | No | |
Receipts to be attached to Notes | |||
in definitive form (and dates on | |||
which such Talons mature): | |||
33. | Details relating to Instalment | Not Applicable | |
Notes, including Instalment | |||
Amount(s) and Instalment | |||
Date(s): | |||
34. | Redenomination, renominalisation | Not Applicable | |
and reconventioning provisions: | |||
35. | Consolidation provisions: | Not Applicable | |
36. | Governing Law: | English, except in relation to subordination, | |
Conversion and Write-Off provisions of the | |||
Notes which will be governed by, and construed | |||
in accordance with, the laws of the State of | |||
Victoria and the Commonwealth of Australia | |||
OTHER FINAL TERMS | |||
37. | Subordinated Notes: | Applicable | |
(i) | Conversion: | Applicable | |
CD: 1.00 per cent. | |||
VWAP Period: 5 Business Days | |||
(ii) | Alternative Conversion | Not Applicable | |
Number: | |||
(iii) | Write-Off (see Condition | Not Applicable | |
5B.1 and 5C.1): | (Where "Not Applicable" is specified at this | ||
item 37(iii), this is without prejudice to the | |||
application of Condition 5B.5 where | |||
"Applicable" is specified at item 37(i)) | |||
38. | Other final terms: | Not Applicable | |
DISTRIBUTION | |||
39. | (i) | If syndicated, names of | Lead Manager: |
Managers: | Australia and New Zealand Banking Group | ||
Limited
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PART B - OTHER INFORMATION | ||
1. | LISTING | Application is expected to be made by the Issuer |
for the Notes to be listed as a debt security on the | ||
Australian Securities Exchange on or about the | ||
Issue Date |
The Notes will not be transferred through, or registered on, the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement Pty Ltd (ABN 49 008 504 532) and will not be "Approved Financial Products" for the purposes of that system. Interests in the Notes will be instead held in, and transferrable through, Euroclear Bank SA/NV or Clearstream Banking, S.A.
No transfers will be made to retail clients (as defined in section 761G of the Corporations Act 2001 of Australia) and no bids or offers may be made on an Australian Securities Exchange trading platform with a value less than AUD 500,000 (or its equivalent in an alternate currency)
3. OPERATIONAL INFORMATION
ISIN Code: | XS2095795881 |
Common Code: | 209579588 |
FISN: | As set out on the website of the Association of |
National Numbering Agencies ("ANNA") or | |
alternatively sourced from the responsible | |
National Numbering Agency that assigned the | |
ISIN | |
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CFI code: | As set out on the website of ANNA or |
alternatively sourced from the responsible | |
National Numbering Agency that assigned the | |
ISIN | |
Any clearing system(s) other | Not Applicable |
than Euroclear Bank SA/NV and | |
Clearstream Banking S.A. and | |
the relevant identification | |
number(s): | |
Delivery: | Delivery against payment |
Names and addresses of | Not Applicable |
additional Paying Agent(s) or | |
other Agent(s) (if any): | |
Names and addresses of | Not Applicable |
additional Paying Agent(s) (if | |
any) or, in the case of VPS | |
Notes, the VPS Agent and the | |
VPS Trustee: |
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Disclaimer
ANZ - Australia & New Zealand Banking Group Ltd. published this content on 20 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2019 03:00:09 UTC