Basel III Pillar 3 Disclosures: Prudential Standard APS 330
Attachment B - Main features of capital instruments
9 December 2021
Bendigo and Adelaide Bank Limited (ASX:BEN), is an Authorised Deposit-taking Institution (ADI) subject to regulation by the Australian Prudential Regulation Authority (APRA). Attached is the prudential information required to be disclosed in accordance with Prudential Standard APS 330, Attachment B - Main features of capital instruments.
The prudential disclosures have been prepared for Bendigo and Adelaide Bank Limited.
This information has been updated following the redemption of BEN's Subordinated Notes (ASX:BE4009) on 9 December 2021.
The disclosures provided have been prepared as at 9 December 2021.
Approved for release by: Travis Crouch - Chief Financial Officer
Media enquiries
Lauren Andrews, Acting Head of Public Relations p 03 5485 7109 m 0407 340 283
e lauren.andrews@bendigoadelaide.com.au
About Bendigo and Adelaide Bank Limited
Investor enquiries
Karen McRae, Head of Investor Relations p 08 8414 7060 m 0417 186 500
e karen.mcrae@bendigoadelaide.com.au
Bendigo and Adelaide Bank is Australia's better big bank, with more than 7,000 staff helping our over 2 million customers to achieve their financial goals. Bendigo and Adelaide Bank's vision is to be Australia's bank of choice, by feeding into the prosperity of customers and their communities.
Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 9 December 2021
Appendix A - Main Features of Capital Instruments
Table 2 Main Features of Capital Instruments
Disclosure template for main features of | Instrument 1 | Instrument 2 | Instrument 3 | Instrument 4 | Instrument 5 | Instrument 6 | |
Regulatory Capital instruments | |||||||
1 | Issuer | Bendigo and Adelaide Bank Limited | Bendigo and Adelaide Bank Limited | Bendigo and Adelaide Bank Limited | Bendigo and Adelaide Bank Limited | Bendigo and Adelaide Bank Limited | Bendigo and Adelaide Bank Limited |
Unique identifier (eg CUSIP, ISIN or | |||||||
2 | Bloomberg identifier for private | BEN | BENPG | BENPH | AU3FN0046066 | AU3FN0057410 | AU3FN0063467 |
placement) | |||||||
3 | Governing law(s) of the instrument | Victoria | Victoria | Victoria | Victoria | Victoria | Victoria |
Regulatory Treatment | Instrument 1 | Instrument 2 | Instrument 3 | Instrument 4 | Instrument 5 | Instrument 6 | |
4 | Transitional Basel III rules | Common Equity Tier 1 | Additional Tier 1 | Additional Tier 1 | Tier 2 | Tier 2 | Tier 2 |
5 | Post-transitional Basel III rules | Common Equity Tier 1 | Additional Tier 1 | Additional Tier 1 | Tier 2 | Tier 2 | Tier 2 |
6 | Eligible at solo/group/group & solo | Solo and Group | Solo and Group | Solo and Group | Solo and Group | Solo and Group | Solo and Group |
Instrument type (ordinary | |||||||
7 | shares/preference shares/subordinated | Ordinary shares | Preference shares | Capital notes | Subordinated notes | Subordinated notes | Subordinated notes |
notes/other) | |||||||
Amount recognised in Regulatory | |||||||
8 | Capital (Currency in mil, as of most | 5,053.09 | 321.62 | 502.44 | 275.00 | 150.00 | 0.00 |
recent reporting date1) | |||||||
9 | Par value of instrument | N/A | 321.62 | 502.44 | 275.00 | 150.00 | 125.00 |
10 | Accounting classification | Shareholders equity | Liability-amortised cost | Liability - amortised cost | Liability - amortised cost | Liability - amortised cost | Liability - amortised cost |
11 | Original date of issuance | 19-December-1985 | 13-December-2017 | 30-November-2020 | 30-November-2018 | 19-November-2020 | 14-October-2021 |
12 | Perpetual or dated | Perpetual | Perpetual | Perpetual | Dated | Dated | Dated |
13 | Original maturity date | No maturity | No maturity | No maturity | 30-November-2028 | 19-November-2030 | 14-October-2031 |
14 | Issuer call subject to prior supervisory | No | Yes | Yes | Yes | Yes | Yes |
approval | |||||||
Subject to receiving prior written | Subject to receiving prior written | Subject to receiving prior written | |||||
approval from APRA, the Issuer | approval from APRA, the Issuer | approval from APRA, the Issuer | |||||
may elect (but will not be obliged) to | may elect (but will not be obliged) to | may elect (but will not be obliged) to | |||||
redeem all of the Notes (subject to | redeem all of the Notes (subject to | redeem all of the Notes (subject to | |||||
any earlier Conversion or Write Off | any earlier Conversion or Write Off | any earlier Conversion or Write Off | |||||
Call Date: 15 June 2027, | (in whole or in part) following the | (in whole or in part) following the | (in whole or in part) following the | ||||
Optional call date, contingent call dates | Optional Call Date: 13 June 2024, | receipt of a Non-Viability | receipt of a Non-Viability | receipt of a Non-Viability | |||
15 | N/A | Redemption of $100 per Capital | Determination) at par plus accrued | Determination) at par plus accrued | Determination) at par plus accrued | ||
and redemption amount | Redemption of $100 per CPS4. | ||||||
Note. | interest (if any) on 30 November | interest (if any) on 19 November | interest (if any) on 14 October 2026 | ||||
2023 (the First Call Date) and on | 2025 (the First Call Date) and on | (the First Call Date) and on any | |||||
any Business Day being an Interest | any Business Day being an Interest | Business Day being an Interest | |||||
Payment Date thereafter. | Payment Date thereafter. | Payment Date thereafter. | |||||
Notes
1 30 June 2021.
P a g e | 2
Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 9 December 2021
Table 2 Main Features of Capital Instruments Continued
Regulatory Treatment | Instrument 1 | Instrument 2 | Instrument 3 | Instrument 4 | Instrument 5 | Instrument 6 | ||
Subject to receiving prior written | Subject to receiving prior written | Subject to receiving prior written | ||||||
approval from APRA, the Issuer | approval from APRA, the Issuer | approval from APRA, the Issuer | ||||||
may elect (but will not be obliged) to | may elect (but will not be obliged) to | may elect (but will not be obliged) to | ||||||
Bendigo and Adelaide Bank may | Bendigo and Adelaide Bank may | redeem all of the Notes (subject to | redeem all of the Notes (subject to | redeem all of the Notes (subject to | ||||
also elect at its option to Exchange | any earlier Conversion or Write Off | any earlier Conversion or Write Off | any earlier Conversion or Write Off | |||||
also elect at its option to Exchange | ||||||||
all or some Capital Notes after a | (in whole or in part) following the | (in whole or in part) following the | (in whole or in part) following the | |||||
all or some CPS4 after a Tax Event | ||||||||
Tax Event or a Regulatory Event, | receipt of a Non-Viability | receipt of a Non-Viability | receipt of a Non-Viability | |||||
16 | Subsequent call dates, if applicable | N/A | or a Regulatory Event, and may | and may elect at its option to | Determination) at par plus accrued | Determination) at par plus accrued | Determination) at par plus accrued | |
elect at its option to Convert all | ||||||||
Convert all Capital Notes following | interest (if any) on 30 November | interest (if any) on 19 November | interest (if any) on 14 October 2026 | |||||
CPS4 following the occurrence of | ||||||||
the occurrence of a Change of | 2023 (the First Call Date) and on | 2025 (the First Call Date) and on | (the First Call Date) and on any | |||||
an Acquisition Event. | ||||||||
Control Event. | any Business Day being an Interest | any Business Day being an Interest | Business Day being an Interest | |||||
Payment Date thereafter. | Payment Date thereafter. | Payment Date thereafter. | ||||||
Coupons/Dividends | Instrument 1 | Instrument 2 | Instrument 3 | Instrument 4 | Instrument 5 | Instrument 6 | |
17 | Fixed or floating dividend/coupon | N/A | Floating | Floating | Floating | Floating | Floating |
18 | Coupon rate and any related index | N/A | 90 Day BBSW + 3.75% Margin | 90 Day BBSW + 3.80% Margin | 3 month BBSW + 2.45% Margin | 3 month BBSW + 1.95% Margin | 3 month BBSW + 1.48% Margin |
19 | Existence of a dividend stopper | Fully discretionary | Mandatory | Mandatory | N/A | N/A | N/A |
20 | Fully discretionary, partially discretionary | Fully discretionary | Fully discretionary | Fully discretionary | Mandatory | Mandatory | Mandatory |
or mandatory | |||||||
21 | Existence of step up or other incentive | N/A | No | No | No | No | No |
to redeem | |||||||
22 | Noncumulative or cumulative | Noncumulative | Noncumulative | Noncumulative | Cumulative | Cumulative | Cumulative |
23 | Convertible or non-convertible | Nonconvertible | Convertible | Convertible | Convertible | Convertible | Convertible |
Non-Viability Trigger Event: A Non- | Non-Viability Trigger Event: A Non- | Non-Viability Trigger Event: A Non- | |||||
Viability Trigger Event occurs when | Viability Trigger Event occurs when | Viability Trigger Event occurs when | |||||
APRA has provided a written | APRA has provided a written | APRA has provided a written | |||||
determination (Non-Viability | determination (Non-Viability | determination (Non-Viability | |||||
Mandatory Conversion | Mandatory Exchange | Determination) to the Issuer that: | Determination) to the Issuer that: | Determination) to the Issuer that: | |||
(i) the conversion or write-off of | (i) the conversion or write-off of | (i) the conversion or write-off of | |||||
Optional Conversion | Optional Exchange | ||||||
Relevant Capital Instruments of the | Relevant Capital Instruments of the | Relevant Capital Instruments of the | |||||
Conversion or write-down on Capital Exchange or write-down on Capital | |||||||
24 | If convertible, conversion trigger(s) | N/A | Issuer is necessary because | Issuer is necessary because | Issuer is necessary because | ||
Trigger Event or a Non-Viability | Trigger Event or a Non-Viability | ||||||
without the conversion or write-off | without the conversion or write-off | without the conversion or write-off | |||||
Trigger Event | Trigger Event | ||||||
APRA considers that the Issuer | APRA considers that the Issuer | APRA considers that the Issuer | |||||
would become non-viable; or | would become non-viable; or | would become non-viable; or | |||||
(ii) without a public sector injection | (ii) without a public sector injection | (ii) without a public sector injection | |||||
of capital, or equivalent support, | of capital, or equivalent support, | of capital, or equivalent support, | |||||
APRA determines that the Issuer | APRA determines that the Issuer | APRA determines that the Issuer | |||||
will become non-viable. | will become non-viable. | will become non-viable. | |||||
P a g e | 3
Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 9 December 2021
Table 2 Main Features of Capital Instruments Continued
25 | If convertible, fully or partially | N/A | May convert fully or partially | May convert fully or partially | May convert fully or partially | May convert fully or partially | May convert fully or partially | |||
The Conversion Number is | The Conversion Number is | The Conversion Number is | ||||||||
calculated according to the following calculated according to the following calculated according to the following | ||||||||||
formula, subject to the Conversion | formula, subject to the Conversion | formula, subject to the Conversion | ||||||||
Number being no greater than the | Number being no greater than the | Number being no greater than the | ||||||||
Maximum Conversion Number: | Maximum Conversion Number: | Maximum Conversion Number: | ||||||||
1. Conversion Number for each | 1. Conversion Number for each | 1. Conversion Number for each | ||||||||
Note = Nominal Amount ([1-0.01] x | Note = Nominal Amount ([1-0.01] x | Note = Nominal Amount ([1-0.01] x | ||||||||
Conversion into Ordinary Shares: | Conversion into Ordinary Shares: | VWAP); | VWAP); | VWAP); | ||||||
2. VWAP refers to the VWAP of | 2. VWAP refers to the VWAP of | 2. VWAP refers to the VWAP of | ||||||||
Conversion is into approximately | Conversion is into approximately | |||||||||
BEN ordinary shares over the latest | BEN ordinary shares over the latest | BEN ordinary shares over the latest | ||||||||
$101.01 worth of BEN Ordinary | $101.01 worth of BEN Ordinary | |||||||||
period of 5 business days on which | period of 5 business days on which | period of 5 business days on which | ||||||||
Shares per CPS4 based on the | Shares per Capital Note based on | |||||||||
trading of BEN ordinary shares took | trading of BEN ordinary shares took | trading of BEN ordinary shares took | ||||||||
26 | If convertible, conversion rate | N/A | $100 CPS4 Issue Price and the | the $100 Capital Note Issue Price | ||||||
place before (but not including) the | place before (but not including) the | place before (but not including) the | ||||||||
volume weighted average price | and the volume weighted average | |||||||||
conversion date; and | 3. | conversion date; and | 3. | conversion date; and | 3. | |||||
(subject to certain adjustments and | price (subject to certain | |||||||||
Nominal Amount means $10,000. | Nominal Amount means $10,000. | Nominal Amount means $10,000. | ||||||||
calculated in accordance with the | adjustments and calculated in | |||||||||
Maximum Conversion Number: = | Maximum Conversion Number: = | Maximum Conversion Number: = | ||||||||
Term). | accordance with the Term). | |||||||||
Nominal Amount / (20% x Issue | Nominal Amount / (20% x Issue | Nominal Amount / (20% x Issue | ||||||||
Date VWAP). Issue Date VWAP | Date VWAP). Issue Date VWAP | Date VWAP). Issue Date VWAP | ||||||||
refers to the VWAP of BEN ordinary | refers to the VWAP of BEN ordinary | refers to the VWAP of BEN ordinary | ||||||||
shares over the 20 business days | shares over the 20 business days | shares over the 20 business days | ||||||||
on which trading of BEN ordinary | on which trading of BEN ordinary | on which trading of BEN ordinary | ||||||||
shares took place before (but not | shares took place before (but not | shares took place before (but not | ||||||||
including) Settlement Date of the | including) Settlement Date of the | including) Settlement Date of the | ||||||||
Notes. | Notes. | Notes. | ||||||||
27 | If convertible, mandatory or optional | N/A | Mandatory | Mandatory | Mandatory | Mandatory | Mandatory | |||
conversion | ||||||||||
28 | If convertible, specify instrument type | N/A | Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares | |||
convertible into | ||||||||||
29 | If convertible, specify issuer of | N/A | BEN | BEN | BEN | BEN | BEN | |||
instrument it converts into | ||||||||||
30 | Write-down feature | N/A | Yes | Yes | Yes | Yes | Yes |
P a g e | 4
Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 9 December 2021
Table 2 Main Features of Capital Instruments Continued
Upon a Non-Viability Trigger Event | Upon a Non-Viability Trigger Event | Upon a Non-Viability Trigger Event | ||||
occurring, BEN must convert some | occurring, BEN must convert some | occurring, BEN must convert some | ||||
or all of the relevant Tier 1 and Tier | or all of the relevant Tier 1 and Tier | or all of the relevant Tier 1 and Tier | ||||
2 instruments (including the Notes) | 2 instruments (including the Notes) | 2 instruments (including the Notes) | ||||
into BEN ordinary shares in | into BEN ordinary shares in | into BEN ordinary shares in | ||||
accordance with APRA's written | accordance with APRA's written | accordance with APRA's written | ||||
determination. If this occurs, holders determination. If this occurs, holders determination. If this occurs, holders | ||||||
APRA notifies the Issuer in writing | APRA notifies the Issuer in writing | of the Notes will, for each Note | of the Notes will, for each Note | of the Notes will, for each Note | ||
that: | that: | converted, receive the Conversion | converted, receive the Conversion | converted, receive the Conversion | ||
conversion or write-off of Additional | exchange or write-off of Additional | Number of BEN ordinary shares, | Number of BEN ordinary shares, | Number of BEN ordinary shares, | ||
31 | If write-down,write-down trigger(s) | Capital Instruments is necessary | Capital Instruments is necessary | subject to the Maximum Conversion | subject to the Maximum Conversion | subject to the Maximum Conversion |
because, without it, APRA | because, without it, APRA | Number. Investors will be required | Number. Investors will be required | Number. Investors will be required | ||
considers that Bendigo and | considers that Bendigo and | to provide specified information | to provide specified information | to provide specified information | ||
Adelaide Bank would become non- | Adelaide Bank would become non- | (including their CHESS account | (including their CHESS account | (including their CHESS account | ||
viable. | viable. | details) by the conversion date in | details) by the conversion date in | details) by the conversion date in | ||
order to receive BEN ordinary | order to receive BEN ordinary | order to receive BEN ordinary | ||||
shares on conversion. | shares on conversion. | shares on conversion. |
If Conversion is not effected within | If Exchange is not effected within | If Conversion is not possible or does If Conversion is not possible or does If Conversion is not possible or does | |||
five Business Days after a Capital | five Business Days after a Capital | not occur as specified in the | not occur as specified in the | not occur as specified in the | |
N/A | Trigger Conversion Date or Non- | Trigger Event or Non-Viability Event | Conditions (including if there is an | Conditions (including if there is an | Conditions (including if there is an |
Viability Conversion Date (as | for any reason, the Capital Notes | Inability Event and Conversion has | Inability Event and Conversion has | Inability Event and Conversion has | |
applicable) for any reason (including | would be Written Off. | not been effected within 5 Business | not been effected within 5 Business | not been effected within 5 Business | |
an Inability Event), the CPS4 would | Days after the Conversion Date), | Days after the Conversion Date), | Days after the Conversion Date), | ||
be Written Off. | the Notes (including all rights under | the Notes (including all rights under | the Notes (including all rights under | ||
the Notes) will be immediately | the Notes) will be immediately | the Notes) will be immediately | |||
Written-Off and the rights of holders | Written-Off and the rights of holders | Written-Off and the rights of holders | |||
of Notes will be immediately and | of Notes will be immediately and | of Notes will be immediately and | |||
irrevocably terminated, with any | irrevocably terminated, with any | irrevocably terminated, with any | |||
such Write-Off to be taken as | such Write-Off to be taken as | such Write-Off to be taken as | |||
having effect on and from the | having effect on and from the | having effect on and from the | |||
Conversion Date. If the Issuer fails | Conversion Date. If the Issuer fails | Conversion Date. If the Issuer fails | |||
to issue BEN ordinary shares when | to issue BEN ordinary shares when | to issue BEN ordinary shares when | |||
it is required to do so, the remedies | it is required to do so, the remedies | it is required to do so, the remedies | |||
of holders of Notes will be limited to | of holders of Notes will be limited to | of holders of Notes will be limited to | |||
seeking an order for specific | seeking an order for specific | seeking an order for specific | |||
performance (noting that when | performance (noting that when | performance (noting that when | |||
Notes are Written-Off, no rights to | Notes are Written-Off, no rights to | Notes are Written-Off, no rights to | |||
conversion will remain). | conversion will remain). | conversion will remain). |
P a g e | 5
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Bendigo and Adelaide Bank Limited published this content on 09 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 December 2021 23:11:07 UTC.