BENDIGO AND ADELAIDE BANK LIMITED 29 September 2023
Bendigo and Adelaide Bank Limited
(ABN 11 068 049 178)
Issuer Legal Entity Identifier (LEI): 549300Y9URD6W70K0360
Issue of €500,000,000 4.020 per cent Fixed Rate Covered Bonds Series 2023-3E due 4
October 2026 under the A$6,000,000,000 Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by Perpetual Corporate Trust Limited (ABN 99 000 341 533) as trustee of the Bendigo and Adelaide Bank Covered Bond Trust (the Trust)
The Covered Bonds described in this Final Terms have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act (Regulation S) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
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Covered Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds 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 domestic law by virtue of the EUWA (UK MiFIR); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturers' target market assessment; however, a 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 Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
NO RETAIL PRODUCT DISTRIBUTION CONDUCT - This document and the Covered Bonds are not for distribution to any person in Australia who is a retail client for the purposes of section 761G of the Corporations Act. No target market determination has been or will be made for the purposes of Part 7.8A of the Corporations Act.
Notification pursuant to Section 309B of the Securities and Futures Act 2001 of Singapore - The Covered Bonds are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Specified Investment Products (as defined in MAS Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).
PART A - CONTRACTUAL TERMS
Terms used herein will be deemed to be defined as such for the purposes of the terms and conditions (the Conditions) set forth in the Prospectus dated 5 June 2023 and the supplements to the Prospectus dated 11 September 2023 and 12 September 2023, respectively (together, the Prospectus), which constitute a base prospectus for the purposes of the Regulation (EU) 2017/1129 (the Prospectus Regulation) and the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of the Prospectus Regulation and the UK Prospectus Regulation, and must be read in conjunction with the Prospectus as so supplemented in order to obtain all the relevant information. The Prospectus has been published on the website of the London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market- news/market-news-home.html.
1. | Issuer: | Bendigo and Adelaide Bank Limited | |
2. | CB Guarantor: | Perpetual Corporate Trust Limited | |
3. | (a) | Series of which Covered Bonds are | 2023-3E |
to be treated as forming part: | |||
(b) | Tranche Number: | 1 | |
(c) | Date on which Covered Bonds will | Not Applicable | |
be consolidated and form a single | |||
Series: | |||
4. | Specified Currency or Currencies: | Euro (EUR or €) |
5. Aggregate Nominal Amount of Covered Bonds:
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(a) | Series: | €500,000,000 (the Aggregate Nominal Amount) | |
(b) | Tranche: | €500,000,000 | |
6. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount |
7. (a) Specified Denominations:€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000
(b) | Calculation Amount: | €1,000 | |
8. | (a) | Issue Date: | 4 October 2023 |
(b) | Interest Commencement Date: | Issue Date | |
9. | Final Maturity Date: | 4 October 2026 |
10. Extended Due for Payment Date of The Specified Interest Payment Date falling in or
Guaranteed Amounts corresponding to | nearest to October 2027 | |
the Final Redemption Amount under | ||
the Covered Bond Guarantee: | ||
11. | Interest Basis: | For the period from (and including) the Issue Date to |
(but excluding) the Final Maturity Date: Fixed Rate | ||
If payment of the Guaranteed Amount corresponding | ||
to the Final Redemption Amount is deferred in whole | ||
or in part, for the period from (and including) the Final | ||
Maturity Date to (but excluding) the Extended Due | ||
for Payment Date: Floating Rate | ||
12. | Redemption/Payment Basis: | 100 per cent. of the Aggregate Nominal Amount |
13. | Change of Interest Basis or | Applicable - the Interest Basis will change from |
Redemption/Payment Basis: | Fixed Rate to Floating Rate in accordance with | |
paragraph 18 below on the Final Maturity Date | ||
14. | Put/Call Options: | Not Applicable |
15. | Status of the Covered Bonds: | Senior |
16. Status of the Covered Bond Guarantee: Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17. Fixed Rate Covered Bond Provisions: | Applicable | |
(a) | Rate of Interest: | 4.020 per cent. per annum payable annually in arrear |
on each Interest Payment Date | ||
(b) | Interest Payment Date(s): | 4 October in each year up to and including the Final |
Maturity Date, subject to adjustment in accordance | ||
with the Business Day Convention set out below | ||
(c) | Fixed Coupon Amount(s): | €40.20 per Calculation Amount |
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(d) | Broken Amount(s): | Not Applicable | |
(e) | Day Count Fraction: | Actual/Actual (ICMA), unadjusted | |
(f) | Business Day Convention: | Following Business Day Convention | |
• | Adjusted: | Not Applicable | |
• | Non-Adjusted: | Applicable | |
(g) | Additional Business Centres: | London, Sydney, Melbourne, Adelaide | |
(h) | Determination Date(s): | 4 October in each year | |
18. Floating Rate Covered Bond | Applicable | ||
Provisions: | |||
(a) | Specified Period(s)/Specified | The Specified Periods shall be each period from, | |
Interest Payment Dates: | and including, each Specified Interest Payment Date | ||
to, but excluding, the following Specified Interest | |||
Payment Date provided that the first Specified | |||
Period shall be from, and including, the Final Maturity | |||
Date to, but excluding, the next Specified Interest | |||
Payment Date, subject to adjustment in accordance | |||
with the Business Day Convention set out below | |||
The Specified Interest Payment Date shall occur | |||
on the 4th day of each calendar month from, but | |||
excluding, the Final Maturity Date to, and including, | |||
the earlier of (x) the date on which the Final | |||
Redemption Amount is paid in full and (y) the | |||
Extended Due for Payment Date | |||
(b) | Business Day Convention: | Modified Following Business Day Convention | |
(c) | Additional Business Centre(s): | London, Sydney, Melbourne, Adelaide | |
(d) | Manner in which the Rate of | Screen Rate Determination - Term Rate | |
Interest and Interest Amount are | |||
to be determined: | |||
(e) | Party responsible for determining | Not Applicable | |
the Rate of Interest and/or | |||
calculating the Interest Amount (if | |||
not the Principal Paying Agent): | |||
(f) | Screen Rate Determination (other | Applicable - Term Rate | |
than BBSW Rate or AONIA | |||
Rate): |
- Reference Rate:
- Representative Amount:
- Interest Determination Date(s):
- Reference Banks:
1 month EURIBOR
Not Applicable
The second day on which T2 is open prior to the start of each Interest Period
Not Applicable
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• | Relevant Screen Page: | Reuters Screen Page: EURIBOR01 | ||
• | Relevant | Financial | London, Sydney, Melbourne, Adelaide | |
Centre: | ||||
• | SONIA | Averaging | Not Applicable | |
Method: | ||||
• | SONIA | Observation | Not Applicable | |
Method: | ||||
• | SONIA Observation Look- | Not Applicable | ||
Back Period | ||||
• | SOFR Averaging Method: | Not Applicable | ||
• | SOFR | Observation | Not Applicable | |
Method: | ||||
• | SOFR Observation Look- | Not Applicable | ||
Back Period: | ||||
• | SOFR Cut-off Date: | Not Applicable | ||
• | p: | Not Applicable | ||
• | Index Determination: | Not Applicable | ||
• | Relevant Time: | 11.00 a.m. (Brussels time) | ||
(g) | BBSW Rate Determination: | Not Applicable | ||
(h) | AONIA Rate Determination: | Not Applicable | ||
(i) | ISDA Determination: | Not Applicable | ||
(j) | Linear Interpolation: | Not Applicable | ||
(k) | Margin(s): | +0.607 per cent. per annum | ||
(l) Minimum Rate of Interest: | Not Applicable | |||
(m) Maximum Rate of Interest: | Not Applicable | |||
(n) | Day Count Fraction: | Actual/360, adjusted | ||
(o) | Interest Amounts Non-Adjusted: | Not Applicable | ||
(p) | Fallback | provisions, | rounding | Not Applicable |
provisions and any other terms relating to the method of calculating interest on Floating Rate Covered Bonds, if different from those set out in the Conditions:
PROVISIONS RELATING TO REDEMPTION
19. Notice periods for Condition 7(b) Minimum Period: 30 days (Redemption for tax reasons) or
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Bendigo and Adelaide Bank Limited published this content on 04 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2023 13:13:16 UTC.
