FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Westpac Banking Corporation
(ABN 33 007 457 141)
announces Consent Solicitation in respect of
certain Covered Bonds
24 March 2021 - Westpac Banking Corporation (ABN 33 007 457 141) (the "Issuer") announces today invitations to Eligible Covered Bondholders (as defined below) of the series of covered bonds described in the table below (the "Covered Bonds") to approve by extraordinary resolution (an "Extraordinary Resolution") the modification of the terms and conditions (the "Conditions") of the Covered Bonds and consequential or related amendments to the transaction documents for the Covered Bonds including to the covered bond swap confirmation in relation to the Series 2018-C3 Covered Bond Australian Dollar to Pound Sterling Currency Swap such that the existing GBP LIBOR interest basis of the Covered Bonds is replaced by a Compounded Daily Sterling Overnight Index Average ("SONIA") interest basis (such invitation a "Consent Solicitation").
This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the consent solicitation memorandum dated 24 March 2021 (the "Consent Solicitation Memorandum") prepared by the Issuer. Eligible Covered Bondholders may obtain a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a holder of Covered Bonds will be required to provide confirmation as to his or her status as an Eligible Covered Bondholder. Eligible Covered Bondholders are advised to read carefully the Consent Solicitation Memorandum.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
No consent fee will be payable in connection with the Consent Solicitation.
Details of the Covered Bonds
|
Description |
ISIN / Common Code |
Outstanding Amount |
|
GBP500,000,000 Floating Rate Regulation S Covered Bonds Series 2018-C3 due 2023 |
XS1753807368 / |
GBP500,000,000 |
Notice of Meeting
A notice (the "Notice") convening a meeting (the "Meeting") of Eligible Covered Bondholders has been given to Eligible Covered Bondholders in accordance with the Conditions on the date of this announcement, including by way of release through the regulatory news service of the London Stock Exchange.
In light of the ongoing coronavirus pandemic it may be or become impossible or inadvisable to hold the Meeting at a physical location. Therefore, in accordance with the provisions of the Trust Deed, the Issuer has requested that BNY Mellon Corporate Trustee Services Limited (the "Bond Trustee") prescribe further regulations regarding the holding of the Meeting via videoconference (failing which, by teleconference). Any Covered Bondholders who indicate to the Tabulation Agent or the Bond Trustee (the contact details for which are on the last page of this announcement) that they wish to participate in, or otherwise be represented on, the videoconference (failing which, the teleconference) for the Meeting (rather than being represented by the Tabulation Agent) will be provided with further details about attending the Meeting.
To view the Notice of Meeting, please paste the following URL into the address bar of your browser: http://www.rns-pdf.londonstockexchange.com/rns/3260T_1-2021-3-24.pdf
Eligible Covered Bondholders
The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available, in each case to holders of the Covered Bonds who are (a) located and resident outside the United States, its territories and possessions and not a U.S. person or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (b) an eligible counterparty or a professional client (each as defined in Directive 2014/65/EU (as amended or superseded), Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) or the FCA Handbook Conduct of Business Sourcebook, as applicable) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, and (c) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons "Eligible Covered Bondholders").
Timetable
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition (other than the Consent Conditions) of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution at the initial Meeting. Accordingly, the actual timetable may differ significantly from the timetable below.
|
Date/Time |
|
Action
|
|
24 March 2021 |
1. |
Notice of the Meetings to be delivered to the Clearing Systems.
Release of Notice through the regulatory news service of the London Stock Exchange.
Copies of the Consent Solicitation Memorandum and the Covered Bondholder Information (as defined in the Notice) to be available from the Tabulation Agent (including on the website of the Tabulation Agent (www.lucid-is.com/westpac)).
From this date, Covered Bondholders may arrange for Covered Bonds held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Principal Paying Agent in order to obtain a form of proxy or give valid Consent Instructions or Ineligible Holder Instructions to the Tabulation Agent.
The Notice is deemed to be served on Covered Bondholders on 24 March 2021.
|
|
By 4 p.m. (London time) on 12 April 2021 |
2. |
Expiration Deadline.
Final deadline for receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions to be represented at the Meeting.
This will also be the deadline for making any other arrangements to attend or be represented or to vote at the Meeting.
|
|
|
3. |
Final time by which Covered Bondholders have given notice to the Tabulation Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder Instructions previously given by them.
|
|
10 a.m. (London time) on 15 April 2021 |
4. |
Covered Bondholders' Meeting held.
The initial Meeting will commence at 10 a.m. (London time).
|
|
If the Extraordinary Resolution is passed at the Meeting:
|
||
|
As soon as reasonably practicable after the Meeting |
5. |
Announcement of the results of the Meeting and, if the Extraordinary Resolution is passed, satisfaction (or not) of the Eligibility Condition.
Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication to their account holders and an announcement released on the regulatory news service of the London Stock Exchange.
|
|
At or around 2 p.m (London time) on 15 April 2021 (Pricing Date) |
6. |
Pricing Time and Pricing Date
If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned meeting) and the Eligibility Condition is satisfied, Solicitation Agent to calculate the Adjusted Margin (which includes the GBP LIBOR vs SONIA Interpolated Basis).
A pricing announcement will be sent to Covered Bondholders as soon as practicable following the Pricing Time on the Pricing Date.
|
|
19 April 2021 ("Effective Date") |
7. |
If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned Meeting) and the Eligibility Condition is satisfied, the modifications to the Conditions of the Covered Bonds described in the Consent Solicitation Memorandum will be implemented with effect on and from 19 April 2021 (the "Effective Date"), except where there is an adjournment of the Meeting in which case the Effective Date will be the first Interest Payment Date following the satisfaction of the Consent Conditions). |
Covered Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold their Covered Bonds when such intermediary would need to receive instructions from a Covered Bondholder in order for such Covered Bondholder to participate in, or to validly revoke their instruction to participate in, a Consent Solicitation by the deadlines specified in the Consent Solicitation Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Consent Instructions will be earlier than the relevant deadlines specified in the Consent Solicitation Memorandum.
Questions and requests for assistance in connection with the Consent Solicitation may be directed to the Solicitation Agent.
Solicitation Agent
Barclays Capital Asia Limited
41/F Cheung Kong Centre
2 Queen's Road Central
Hong Kong
Attn: Liability Management Group
Tel: +44 (0)203 134 8515 / +852 2903 2706
Email: eu.lm@barclays.com / tmgap@barclays.com
Questions and requests for assistance in connection with the delivery of Consent Instructions may be directed to the Tabulation Agent.
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn: Mu-yen Lo / Jacek Kusion
Tel: +44 20 7704 0880 / +852 2281 0114
Email: westpac@lucid-is.com
Website: www.lucid-is.com/westpac
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to any Consent Solicitation. If any Covered Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned such Meeting).
In accordance with normal practice, BNY Trust Company of Australia Limited (ABN 49 050 294 052) (in its capacity as trustee of the Westpac Covered Bond Trust (ABN 41 372 138 093) and in such capacity as guarantor of the relevant guaranteed amounts in respect of the Covered Bonds, the "CB Guarantor"), the Tabulation Agent, the Bond Trustee and the Agents have not been involved in the formulation of the Consent Solicitation or the Extraordinary Resolution. None of the Issuer, the CB Guarantor, the Solicitation Agent, the Tabulation Agent, the Bond Trustee and the Agents makes any recommendation whether Covered Bondholders should participate in the Consent Solicitation or otherwise participate at the Meeting.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.
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