Capitalised terms used but not defined in this notice are defined in the PDS. A modified form of the PDS was released by CBA to the Australian Securities Exchange ("ASX") on 25 October 2016 and may be viewed on www.asx.com.au.
This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cth) ("Corporations Act") (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71). CBA and ASB have elected to give this notice to enable CBA Ordinary Shares issued on Conversion to be sold without disclosure under Chapter 6D of the Corporations Act. This notice includes all the information investors and their professional advisers would reasonably require to make an informed assessment of:
in schedule 1, the rights and liabilities attaching to ASB Subordinated Notes 2 as set out in the Terms, which are attached as a schedule to the Deed Poll; and
in schedule 2, the rights and liabilities attaching to CBA Ordinary Shares,
in each case only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in this notice.
CBA and ASB each confirm that:
ASB Subordinated Notes 2 were issued without disclosure to investors under Part 6D.2 of the Corporations Act;
the information in this notice (including the schedules) remains current as at today's date;
Commonwealth Bank of Australia | ACN 123 123 124 | 148/2016
this notice (including the schedules) complies with section 708A of the Corporations Act, as modified by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71; and
this notice complies with section 708A(12I) of the Corporations Act as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71.
EFFECT OF THE ASB SUBORDINATED NOTES 2 OFFER ON CBA
The issue of ASB Subordinated Notes 2 by ASB will not have a material impact on CBA's financial position. If a Non-Viability Trigger Event occurs and CBA issues CBA Ordinary Shares, the impact of Conversion on CBA would be to increase CBA's shareholders' equity. The number of CBA Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. The Maximum Conversion Number is 315 CBA Ordinary Shares per 5,000 ASB Subordinated Note 21(with a nominal value of A$4,745), based on the Issue Date VWAP of A$75.2842 per CBA Ordinary Share and the Issue Date Cross Rate A$/NZ$ of 1.0538.
ADDITIONAL INFORMATION
CBA is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. In addition, CBA must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about CBA that a reasonable person would expect to have a material effect on the price or value of its securities including CBA Ordinary Shares.
Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC office. They can also be obtained from www.asx.com.au together with CBA's other ASX announcements.
Information relating to ASB and ASB Subordinated Notes 2 is available free of charge on the online Disclose register maintained by the New Zealand Companies Office. The Disclose register can be accessed at www.business.govt.nz/disclose. The information contained on the Disclose register includes copies of the Deed Poll and Co-Ordination Agreement.
The following information can be obtained from the Shareholder Centre at: www.commbank.com.au:
CBA's half-yearly and annual financial reports;
Continuous disclosure notices lodged with ASX; and
Other general information provided to investors.
1 The minimum application amount for the Offer was 5,000 ASB Subordinated Notes 2.
Commonwealth Bank of Australia | ACN 123 123 124 | 148/2016
CBA will provide a copy of any of the following documents free of charge to any person upon their written request:
CBA's latest annual financial report, for the year ended 30 June 2016;
Any continuous disclosure notices given by CBA in the period after the lodgement of its annual financial report for the year ended 30 June 2016 and before the date of this notice; and
CBA's constitution.
Written requests for copies of these documents should be made to: Investor Relations
Commonwealth Bank of Australia
Ground Floor, Tower 1 201 Sussex Street
Sydney NSW 2000
The offer of ASB Subordinated Notes 2 has closed. No disclosure document in relation to ASB Subordinated Notes 2 has been or will be lodged with the Australian Securities and Investments Commission.Taryn Morton Company Secretary Commonwealth Bank of Australia Sydney | Graeme Edwards Company Secretary ASB Bank Limited Auckland |
For additional information, please contact: Tricia Ho-Hudson
Head of Capital and Regulatory Strategy Telephone (02) 9118 1319
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). The ASB Subordinated Notes 2 have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States. Accordingly, the ASB Subordinated Notes 2 may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) unless they have been registered under the Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S state securities laws.
ENDS
Commonwealth Bank of Australia | ACN 123 123 124 | 148/2016
SCHEDULE 1 -
RIGHTS AND LIABILITIES ATTACHING TO ASB SUBORDINATED NOTES 2
Terms of ASB Subordinated Notes 2 - extracted from Schedule 1 to the Deed Poll dated 12 October 2016
Commonwealth Bank of Australia | ACN 123 123 124 | 148/2016
Commonwealth Bank of Australia published this content on 30 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 December 2016 08:18:03 UTC.
Original documenthttps://www.commbank.com.au/content/dam/commbank/about-us/shareholders/pdfs/2016-asx/Issue_of_ASB_Subordinated_Notes_2_Cleansing_Notice_30_Nov_2016.pdf
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