FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

 

For the month of April 2003

 

Australia and New Zealand Banking Group Limited

(Translation of registrant’s name into English)

 

Level 6, 100 Queen Street Melbourne Victoria Australia

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  ý

 

Form 40-F  o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  o

 

No  ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 



 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Australia and New Zealand
Banking Group Limited

 

 

 

 

 

/s/ GARRY WHITE

 

 

(Registrant)

 

 

 

By:

  Garry White

 

 

Assistant Company Secretary

 

 

(Signature)*

 

Date 23 May 2003

 


* Print the name and title of the signing officer under his signature.

 



 

DATED 11 April 2003

 

 

AMENDED AND RESTATED DEED POLL

 

 

by

 

 

AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED

Australian Business Number  11 005 357 522

 

 

AUSTRALIAN DOLLAR
DEBT ISSUANCE PROGRAMME

 



 

AMENDED AND RESTATED DEED POLL

 

THIS AMENDED AND RESTATED DEED POLL is made on 11 April 2003 by AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED A.B.N. 11 005 357 522 (the Issuer) in favour of Registered Holders from time to time.

 

RECITALS

 

A.                         The Issuer wishes to amend and restate the Deed Poll originally made on 20 June 2001 (the Original Deed Poll).

 

B.                           Under an Information Memorandum dated 11 April 2003 (the Information Memorandum) relating to the Australian Dollar Debt Issuance Programme (the Programme), the Issuer proposes to issue Notes and to issue Transferable Certificates of Deposit in respect of Transferable Deposits accepted by it from investors (together with the Notes, the Securities) from time to time.

 

C.                           The Issuer agrees to enter into this Deed in order to enable the Registered Holders from time to time of such Securities to obtain the benefit of the terms on which those Notes and Transferable Certificates of Deposit are issued as set out in the Conditions of the Securities and the relevant Pricing Supplement.

 

NOW THIS DEED WITNESSES as follows:

 

1.                            INTERPRETATION

 

1.1                       Conditions means the Conditions of the Securities contained in Schedule 1 to this Deed, as amended by the relevant Pricing Supplement for any Tranche of Securities.

 

1.2                       Meeting Provisions means the provisions contained in Schedule 2 to this Deed.

 

1.3                       Security Terms means, in relation to any Security, the Conditions and the relevant Pricing Supplement.

 

1.4                       Unless the context otherwise requires, terms defined in the Conditions and the relevant Pricing Supplement have the same meanings in this Deed.

 

1.5                       Condition 1.2 (except (i)) of the Conditions applies to this Deed as if incorporated in this Deed and as if all references to “these Conditions” are references to “this Deed”.

 

2.                            REGISTERED HOLDERS TO HAVE BENEFIT OF THE SECURITY TERMS

 

2.1                       The obligations of the Issuer under the Securities are constituted by and specified in this Deed.

 

2.2                       Subject to the Security Terms, the Issuer unconditionally and irrevocably agrees for the benefit of each Registered Holder that such Registered Holder shall, until it has disposed of all Securities held by it, be entitled to the benefit of the terms contained in the Security Terms in respect of the Securities held by it.

 

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2.3                       Each Registered Holder who acquires any Securities in accordance with the Security Terms otherwise than by issue or acceptance (as applicable) by the Issuer shall acquire all rights and benefits to which that Registered Holder would have been entitled under the Security Terms with respect to that Security if that Registered Holder had held that Security from its Issue Date.

 

2.4                       Each Registered Holder and any person claiming through or under a Registered Holder is bound by this Deed and is deemed to have notice of this Deed (including the Meeting Provisions), the Conditions, the Information Memorandum, the relevant Pricing Supplement and the Registry Services Agreement.

 

2.5                       This Deed amends and restates the Original Deed Poll and applies to the exclusion of the Original Deed Poll in respect of all Securities issued after the date of this Deed.

 

3.                            DEED DEPOSITED WITH REGISTRAR

 

3.1                       This Deed shall be delivered to and held by the Registrar while any Security remains outstanding and for so long after as any claim made against the Issuer by any Registered Holder in relation to the Securities, the Security Terms or this Deed shall not have been finally adjudicated, settled or discharged.

 

3.2                       Each Registered Holder is taken to have irrevocably instructed the Issuer that this Deed is to be held by the Registrar and appointed and authorised the Registrar to hold this Deed at its office in Melbourne on its behalf.

 

4.                            ILLEGALITY

 

The illegality, invalidity or unenforceability of any provision of this Deed under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision of this Deed.

 

5.                            GOVERNING LAW

 

This Deed is governed by the laws of Victoria.

 

6.                            ATTORNEYS

 

Each attorney executing this Deed states fact he or she has no notice of revocation of his or her power of attorney.

 

IN WITNESS the Issuer has duly executed and delivered this deed poll in Melbourne.

 

 

SIGNED SEALED AND DELIVERED for
and on behalf of AUSTRALIA AND NEW
ZEALAND BANKING GROUP LIMITED
by its attorney in the presence of:

 

/s/ ROSS GLASSCOCK

 

 

 

Attorney

/s/ MARK J. ANWENDER

 

 

 

Witness

 

/s/ ROSS GLASSCOCK

 

 

 

Print Name

 

 

 

/s/ MARK J. ANWENDER

 

 

 

Print Name

 

 

 

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SCHEDULE 1

 

CONDITIONS OF THE SECURITIES

 

The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Securities of each Series

 

Words and expressions defined in the Deed Poll or used in the Pricing Supplement shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Deed Poll and the Pricing Supplement, the Pricing Supplement will prevail.

 

The Securities are constituted by a Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003 and as further amended and/or supplemented and/or restated as at the Issue Date of the Securities (the “Deed Poll”) executed by Australia and New Zealand Banking Group Limited (the “Issuer”) and issued with the benefit of the Registry Services Agreement. Copies of the Registry Services Agreement, the Deed Poll and the relevant Pricing Supplement are available to the relevant Registered Holders for inspection at the following offices of the Issuer and Registrar respectively:

 

Issuer:

 

Australia and New Zealand Banking Group Limited, Level 14, 530 Collins Street, Melbourne Victoria

 

 

 

Registrar:

 

Austraclear Services Limited, 11-19 Bank Place, Melbourne, Victoria

 

The Registered Holders of the Securities and any person claiming through or under a Registered Holder are entitled to the benefit of, are bound by and are deemed to have notice of all of the provisions contained in the Deed Poll (including the relevant Pricing Supplement), the Information Memorandum and the Registry Services Agreement.

 

1.                                     DEFINITIONS AND INTERPRETATION

 

1.1                     Definitions

 

In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

 

“Aggregate Nominal Amount” means, in relation to a Tranche of Securities, the amount specified in the Pricing Supplement or in relation to any Certificate the aggregate Nominal Amount of the Securities to which that Certificate relates.

 

“Amortised Face Amount” has the meaning given to it in Condition 6.3(ii).

 

“Austraclear” means Austraclear Limited ABN 94 002 060 773.

 

“Austraclear Regulations” means the regulations known as the ‘Regulations and Operating Manual’ established by Austraclear (as amended from time to time) to govern the use of the Austraclear System.

 

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“Austraclear System” means the system operated by Austraclear for holding Securities and the electronic recording and settling of transactions in those Securities between members of that system.

 

“Australian Dollars” and “A$” means the lawful currency for the time being of the Commonwealth of Australia.

 

“Business Day” means a day (other than a Saturday or Sunday or public holiday) on which commercial banks and foreign exchange markets settle payments in Sydney and in such other places as are specified as Additional Financial Centres in the Pricing Supplement.

 

“Business Day Convention” means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the following Business Day Conventions, where specified in the relevant Pricing Supplement in relation to any date applicable to any Security, have the following meanings:

 

(i)                                             “Floating Rate Business Day Convention” means that the date is postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment;

 

(ii)                                          “Following Business Day Convention” means that the date is postponed to the first following day that is a Business Day;

 

(iii)                                       ‘‘Modified Following Business Day Convention” or Modified Business Day Convention means that the date is postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date is the first preceding day that is a Business Day; and

 

(iv)                                      “Preceding Business Day Convention” means that the date is brought forward to the first preceding day that is a Business Day.

 

Where no Business Day Convention is specified in a relevant Pricing Supplement, it shall be deemed to be the Modified Following Business Day Convention.

 

“Calculation Agent” means, in respect of a Tranche of Securities, the person specified as the Calculation Agent in the relevant Pricing Supplement.  The Calculation Agent must be the same for all Securities in a Series.

 

“Certificate” means a certificate confirming registered ownership of a Security.

 

“CHESS” means the Clearing House Electronic Subregister System operated by the Australian Stock Exchange.

 

“Condition” means the correspondingly numbered condition in these terms and conditions

 

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Corporations Actmeans the Corporations Act 2001 (Cth).

 

“Day Count Fraction” means, in relation to the calculation of an amount of interest on any Security for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Accrual Period, the “Calculation Period”):

 

(i)                                             in respect of Floating Rate Securities:

 

(a)                           if “Actual/360” is specified in the Pricing Supplement, the actual number of days in the Calculation Period divided by 360;

 

(b)                          if “Actual/365” or “Actual/Actual” is specified in the Pricing Supplement, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

 

(c)                           if “Actual/365 (fixed)” is specified in the Pricing Supplement, the actual number of days in the Calculation Period divided by 365;

 

(ii)                                          in respect of Fixed Rate Securities:

 

(a)                           if “Actual/Actual (ISMA)” is specified in the Pricing Supplement:

 

(i)                                     if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of:

 

(A)                                   the number of days in such Determination Period; and

 

(B)                                     the number of Determination Periods normally ending in any year; and

 

(ii)                                  if the Calculation Period is longer than one Determination Period, the sum of:

 

(A)                              the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and

 

(B)                                the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the

 

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number of Determination Periods normally ending in any year

 

where:

 

“Determination Period” means the period from and including an Interest Payment Date in any year to but excluding the next Interest Payment Date;

 

(b)                          if ‘‘30/360” is specified in the Pricing Supplement, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months); and

 

(c)                           if ‘‘RBA Bond Basis” is specified in the Pricing Supplement, one divided by the number of Interest Payment Dates in a year.

 

“Early Redemption Amount” means the amount which may be payable in respect of a Security and specified as such in (or calculated or determined in accordance with the provisions of) the relevant Pricing Supplement.

 

“Event of Default” has the meaning given to it in Condition 11.

 

“Extraordinary Resolution” has the meaning given to it in the Meeting Provisions.

 

“Final Redemption Amount” means the amount payable in respect of a Security and specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement.

 

“Fixed Rate Security” means a Security that bears interest at a fixed rate specified in the relevant Pricing Supplement.

 

“Floating Rate Security” means a Security that bears interest at a floating rate specified in the relevant Pricing Supplement.

 

“GST” has the meaning given to it in Section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

 

“Index” means the index applying to a Security, as specified in the relevant Pricing Supplement.

 

“Index Linked Interest Security” means a Security that bears interest at a rate calculated by reference to an Index.

 

“Index Linked Redemption Security”  means a Security the Early or Final Redemption Amount in respect of which is calculated by reference to an Index.

 

“Index Linked Securities” means an Index Linked Interest Security or an Index Linked Redemption Security.

 

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“Interest Amount” means the amount of interest payable in respect of a Security, and in the case of Fixed Rate Securities, also means the Fixed Coupon Amount or Broken Amount, as the case may be, so specified in the relevant Pricing Supplement;

 

“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date during the relevant Interest Period, except that the last Interest Accrual Period ends on (and excludes) the Maturity Date.

 

“Interest Commencement Date” means the Issue Date in respect of Securities or such other date as may be specified in the Pricing Supplement.

 

“Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the Pricing Supplement or, if none is so specified the first day of such Interest Accrual Period.

 

“Interest Payment Date” means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Pricing Supplement and adjusted, if not a Business Day, in accordance with the applicable Business Day Convention.

 

“Interest Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date, except that the final Interest Period ends on (but excludes) the Maturity Date.

 

“Interest Period Date” means each Interest Payment Date unless otherwise specified in the Pricing Supplement.

 

“Issue Date” means the date of issue of the Securities as specified in or determined in accordance with the relevant Pricing Supplement (and in the case of Transferable Certificates of Deposit will be the same date as the date of acceptance of the relevant Transferable Deposit by the Issuer).

 

“Issue Price” means the issue price for Securities specified in, calculated in or determined in accordance with the provisions of the Pricing Supplement.

 

“Issuer” means Australia and New Zealand Banking Group Limited ABN 11 005 357 522.

 

“Maturity Date” means the maturity date specified in, or determined in accordance with the provisions of, the relevant Pricing Supplement and as recorded in the Register.

 

“Maximum Rate of Interest” means the maximum interest rate (if any) specified in, or calculated or determined in accordance with the provisions of the relevant Pricing Supplement.

 

“Medium Term Note” means an unsubordinated Note as more fully described in Condition 3.2.

 

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“Meeting Provisions” means the provisions for the convening of meetings of, and passing of resolutions by, Registered Holders set out in Schedule 2 of the Deed Poll.

 

“Minimum Rate of Interest” means the minimum interest rate (if any) specified in, or calculated or determined in accordance with the provisions of the relevant Pricing Supplement.

 

“Nominal Amount” means the notional nominal amount of each Security which will, unless indicated otherwise, be the same amount as the “Specified Denomination” of each Security so specified in the relevant Pricing Supplement.

 

“Note” means either an unsubordinated or a subordinated medium term note being a debt obligation of the Issuer owing to a Registered Holder, the details of which are identified in the Register, and, in these Conditions, references to Notes are references to Notes of the relevant Series.

 

“Noteholder” means the Registered Holder of a Note.

 

“Offshore Associate” means an associate (as defined in section 128F of the Income Tax Assessment Act 1936 (Cth)) of the Issuer that is either a non-resident of the Commonwealth of Australia which does not acquire the Securities in carrying on a business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires the Securities in carrying on business at or through a permanent establishment outside of Australia.

 

“outstanding” means in relation to the Securities of any Series, all the Securities issued other than (a) those that have been redeemed in accordance with the Conditions, (b) those which have become void or in respect of which claims have become prescribed, and (c) those which have been purchased and cancelled as provided for in the Conditions.

 

“Pricing Supplement” means the pricing supplement document prepared in relation to the Securities of the relevant Tranche.

 

“Programme” means the Australian Dollar Debt Issuance Programme of the Issuer providing for the issue of Notes and Transferable Certificates of Deposit by the Issuer.

 

“Rate of Interest” means the rate of interest payable from time to time in respect of a particular Security and that is either specified or calculated in accordance with the provisions set out in the Pricing Supplement.

 

“Record Date” means, in the case of payments of interest or principal, the date eight days prior to the relevant payment date.

 

“Reference Banks” means the institutions specified as such in the Pricing Supplement or, if none, four major banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the Reference Rate specified in the Pricing Supplement

 

“Reference Rate” means the rate, if any, specified in the relevant Pricing Supplement.

 

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“Register” means the register of Registered Holders maintained by the Registrar in accordance with the Registry Services Agreement or such other relevant agreement between the Registrar and the Issuer.

 

“Registered Holder” means in relation to any Security, a person whose name is for the time being recorded in the Register to signify ownership of the Security.  If the Security is owned jointly by more than one person a Registered Holder includes a person whose name appears in the Register as a joint owner.

 

“Registrar” means Austraclear Services Limited ABN 28 003 284 419 or such other person appointed and notified by the Issuer.

 

“Registry Office” means the following office of the Registrar: 11-19 Bank Place, Melbourne.

 

“Registry Services Agreement” means the Registry Services Agreement dated 20 June 2001 as amended from time to time, between the Registrar and the Issuer.

 

“Relevant Date” in respect of any Security means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Registered Holders that such payment will be made, provided that payment is in fact made.

 

“Relevant Financial Centre” means, with respect to any Floating Rate Security to be determined in accordance with Screen Rate Determination on an Interest Determination Date the financial centre specified as such in the Pricing Supplement or, if none is so specified, the financial centre with which the relevant Reference Rate is most closely connected.

 

“Relevant Time” means, with respect to any Interest Determination Date, the relevant time specified in the Pricing Supplement.

 

“Screen Rate Determination” has the meaning specified in the Pricing Supplement and in Condition 5.2(ii).

 

“Security” means a Transferable Certificate of Deposit, Medium Term Note or Subordinated Note.

 

“Series” means a Tranche of Securities together with any further Tranche or Tranche of Securities which are:

 

(i)                                               expressed to be consolidated and form a single Series; and

 

(ii)                                          identical in all respects (including as to listing) except for the respective Issue Dates, Interest Commencement Dates, Issue Prices or amounts of the first payment of interest.

 

“Subordinated Note” means a subordinated Note as more fully described in Condition 3.3.

 

“Subordinated Noteholder” means the Registered Holder of a Subordinated Note.

 

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“Tranche” means Securities that are identical in all respects (including as to listing).

 

“Transferable Certificate of Deposit” means a transferable certificate of deposit, issued in respect of a Transferable Deposit, owing to a Registered Holder, the details of which are recorded in the Register, and, in these Conditions, references to Transferable Certificates of Deposit are references to Transferable Certificates of Deposit of the relevant Series.

 

“Transferable Deposit” means a transferable deposit made by an investor and accepted by the Issuer, being a deposit liability in Australia of the Issuer.

 

“Unsubordinated Creditors” has the meaning contained in Condition 3.3.

 

“Zero Coupon Security” means a Transferable Certificate of Deposit or Note that does not bear interest.

 

1.2                     Interpretations

 

In these Conditions unless the contrary intention appears:

 

(i)                                             a reference to Conditions is a reference to these Conditions as supplemented, modified or altered by the relevant Pricing Supplement;

 

(ii)                                          reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

 

(iii)                                       the singular includes the plural and vice versa;

 

(iv)                                      the word “person” incorporates a firm, body corporate, an unincorporated association or an authority;

 

(v)                                         a reference to a person incorporates references to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;

 

(vi)                                      a reference to any thing (including, without limitation, any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually;

 

(vii)                                   unless otherwise specified to the contrary, any reference to a particular time is a reference to Sydney time;

 

(viii)                                headings are inserted for convenience and do not affect the interpretation of these Conditions;  and

 

(ix)                                        all references to the issue or issuance of Securities are to:

 

(a)                                  the issue of Transferable Certificates of Deposit by the Issuer in respect of Transferable Deposits made by investors and accepted by the Issuer; or

 

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(b)                                 the issue of Notes by the Issuer; or

 

(c)                                  both as the context requires.

 

2                                              FORM, DENOMINATION AND TITLE

 

2.1                     Constitution

 

The Securities are registered debt obligations of the Issuer constituted by and owing under the Deed Poll. The obligations of the Issuer in respect of these Conditions and the relevant Pricing Supplement extend to each individual Security and, following on from that, the Registered Holder of each Security without the Registered Holder having to join forces with any other Registered Holder or any predecessor in title of that Registered Holder of a Security.

 

2.2                     Title

 

Entry of the name of the person purchasing a Security, or the transferee of a Security on the Register at the relevant time will constitute the passing of title of that Security and will be conclusive evidence of that person’s entitlements to receive interest and repayment of principal in the manner provided for in these Conditions (subject to rectification for fraud or error).  A Security registered in the name of more than one person is held by those persons as joint tenants (unless requested otherwise and in a form satisfactory to the Issuer).  Securities will be registered by name only without reference to any trusteeship.  Neither the Issuer nor the Registrar is, except as required by law, obliged to take notice of any other claim to a Security.

 

2.3                     Independent Obligations

 

Each entry in the Register constitutes the separate and individual title of the Registered Holder to the indebtedness of the Issuer to that relevant Registered Holder.

 

2.4                     Location of Register

 

The Register will be established and maintained by the Registrar at its Registry Office unless otherwise specified in the relevant Pricing Supplement.

 

2.5                     Denomination

 

(i)                                             Securities are issued in the denominations specified in the Pricing Supplement.  Securities may only be sold in Australia if the aggregate consideration payable to the Issuer by the purchaser (in the case of a Transferable Certificate of Deposit by way of a deposit with the Issuer) is at least A$500,000 (disregarding moneys lent by the relevant Issuer or its associates) or if the Securities are otherwise sold in a manner which does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act.

 

(ii)                                          Securities may only be issued or sold by the Issuer in a jurisdiction or jurisdictions other than Australia if the issue or sale is in compliance with the laws of the

 

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jurisdiction in which the issue or sale is made and the Securities are otherwise issued or sold in a manner that does not require disclosure to investors under the laws of that jurisdiction or those jurisdictions.  Zero Coupon Securities may only be issued or sold by the Issuer in a jurisdiction or jurisdictions other than Australia if the Zero Coupon Securities have a maturity of 365 days or less.

 

2.6                     Austraclear

 

If Securities are lodged in the Austraclear System, the Registrar will enter Austraclear in the Register as the Registered Holder of those Securities.  While those Securities remain in the Austraclear System, all dealings (including transfers and payments) in relation to those Securities within the Austraclear System will be governed by the regulations for the Austraclear System and need not comply with these Conditions to the extent of any inconsistency.

 

2.7                     Certificates

 

No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence title to a Security unless the Issuer determines that such certificates should be made available or it is required to do so pursuant to any applicable law or regulation.

 

2.8                     Acknowledgment

 

Where Austraclear is recorded in the Register as the Registered Holder, each person in whose Security Record (as defined in the Austraclear Regulations) that Security is recorded is deemed to acknowledge in favour of the Registrar and Austraclear that:

 

(i)                                             the Registrar’s decision to act as the Registrar of the Security does not constitute a recommendation or endorsement by the Registrar or Austraclear in relation to the Security but only indicates that such Security is considered by the Registrar to be compatible with the performance by it of its obligations as Registrar under its agreement with the Issuer to act as Registrar of the Security; and

 

(ii)                                          the Registered Holder does not rely on any fact, matter or circumstance contrary to Condition 2.8(i).

 

2.9                     Australian Stock Exchange Listing

 

Securities which are listed on the Australian Stock Exchange will not be transferred through or registered on CHESS and will not be CHESS approved securities.  In the event that an interface between the Register maintained by the Registrar and CHESS is established the Conditions and any other Programme documents may be amended to facilitate settlement on CHESS and so that the Securities will become CHESS approved securities.

 

3.                                           STATUS

 

The Securities may be Transferable Certificates of Deposit, Medium Term Notes or Subordinated Notes as specified in the applicable Pricing Supplement.

 

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3.1                     Transferable Certificates of Deposit

 

The Transferable Certificates of Deposit constitute deposit liabilities in Australia of the Issuer for the purpose of Section 13A of the Banking Act 1959 of the Commonwealth of Australia, which provides that in the event of the Issuer becoming unable to meet its obligations or suspending payment, the assets of the Issuer in Australia shall be available to meet the Issuer’s deposit liabilities in Australia in priority to all other liabilities of the Issuer.

 

3.2                     Medium Term Notes

 

The Medium Term Notes constitute (subject to Condition 4 - Negative Pledge) direct, unconditional and unsecured obligations of the Issuer and (save for certain debts, including those in respect of the Issuer’s deposit liabilities in Australia, required to be preferred by law) rank pari passu among themselves and equally with all other present and future unsecured obligations (other than subordinated obligations) of the Issuer, all as described in Condition 11 (Events of Default).

 

The Medium Term Notes rank senior to the Issuer’s subordinated obligations, including the Subordinated Notes.

 

3.3                     Subordinated Notes

 

The Subordinated Notes constitute direct and unsecured subordinated obligations of the Issuer and, unless otherwise specified in the applicable Pricing Supplement, rank pari passu among themselves and, unless specified in the applicable Pricing Supplement, rank at least pari passu with all other unsecured subordinated obligations incurred or assumed by the Issuer other than those mandatorily preferred by law.  In the event of the winding up of the Issuer (see Condition 12 (Subordination)) the principal amount of, any premium or interest on, and any other payments, including additional amounts, in respect of the Subordinated Notes will be subordinated to the claims of all Unsubordinated Creditors.  “Unsubordinated Creditors” means all creditors of the Issuer (including all depositors of the Issuer) other than:

 

(i)                                             Subordinated Noteholders;

 

(ii)                                          creditors whose claims against the Issuer rank pari passu with the claims of Subordinated Noteholders, which creditors shall be deemed to include all creditors, present and future, to whom the Issuer is indebted where the terms of such indebtedness:

 

(a)                                  provide that such indebtedness would become due and payable on a specified or determinable date or at the end of a specified or determinable period and that in the event of the winding up of the Issuer the claims of those creditors against the Issuer will be, or are expressed to be, subordinated in right of payment to the claims of all depositors and other unsubordinated creditors of the Issuer; and

 

(b)                                 do not provide that in the event of the winding up of the Issuer the claims of those creditors against the Issuer will rank, or are expressed to

 

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rank, ahead of the claims of any unsubordinated creditors of the Issuer to whom the Issuer is indebted; and

 

(iii)                                       creditors whose claims against the Issuer rank, or are expressed to rank, after the claims of the Subordinated Noteholders.

 

The Subordinated Noteholders have no contractual right to set off any sum at any time due and payable to them by the Issuer under or in relation to the Subordinated Notes against amounts owing by the Subordinated Noteholders to the Issuer.

 

The Subordinated Notes do not limit the amount of liabilities ranking senior to the Subordinated Notes that may be hereafter incurred or assumed by the Issuer.

 

4.                                           NEGATIVE PLEDGE

 

So long as the Medium Term Notes of any Series remain outstanding, the Issuer will not create or permit to be outstanding any mortgage, charge, pledge or other security interest upon the whole or any part of the property, assets, present or future, of the Issuer to secure:

 

(i)                                             repayment of any external indebtedness;

 

(ii)                                          any payment under any guarantee of any external indebtedness; or

 

(iii)                                       any payment under any indemnity or any other like obligation relating to any external indebtedness,

 

without in any such case at the same time according to all Medium Term Notes of all Series (whether or not then outstanding or issued thereafter) the same security as is granted to or is outstanding in respect of such external indebtedness or such guarantee, indemnity or other like obligation, or such other security, as shall be approved by an Extraordinary Resolution of the Registered Holders of the Medium Term Notes.

 

For this purpose, “external indebtedness” means any obligation for the repayment of money borrowed by the Issuer or any other person (not being indebtedness incurred in the ordinary course of banking business) consisting of or evidenced by bonds, notes, debentures or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any recognised securities market, but shall not include indebtedness incurred in the ordinary course of carrying on the business of co-ordinating and arranging or participating in leveraged lease facilities or in connection with the provision of or the participation in other similar financial accommodation by the Issuer.  For this purpose, “leveraged lease facilities” means financial arrangements involving ownership of assets by a lessor, lessor partnership or other entity (an “owner”) which will be leased or made available to the lessee or user, the acquisition of which shall have been made with the assistance of a loan or loans on security which will include the property or funds accruing to the owner in respect of such property under the terms of the lease or agreement by which the assets are made available to the lessee or user on security which includes both such property and such funds.

 

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5.                            INTEREST AND OTHER CALCULATIONS

 

5.1                     Interest on Fixed Rate Securities

 

Each Fixed Rate Security bears interest on its outstanding Nominal Amount from, and including, the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date.  If a Fixed Coupon Amount or a Broken Amount is specified in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or, if applicable, the Broken Amount so specified and in the case of the Broken Amount will be payable on the particular Interest Payment Date(s) specified in the applicable Pricing Supplement.

 

5.2                     Interest on Floating Rate Securities and Index Linked Interest Securities

 

(i)                                             Interest Payment Dates:    Each Floating Rate Security and Index Linked Interest Security bears interest on its outstanding Nominal Amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. Such Interest Payment Date(s) is/are either specified in the Pricing Supplement as the Interest Payment Dates or, if no Interest Payment Date(s) are specified, Interest Payment Date shall mean each date which falls the number of months or other period shown in the Pricing Supplement as the Interest Period after the preceding Interest Payment Date or, the case of the first Interest Payment Date, after the Interest Commencement Date.

 

(ii)                                          Rate of Interest for Floating Rate Securities:    The Rate of Interest in respect of Floating Rate Securities for each Interest Accrual Period shall be determined in the manner specified in the Pricing Supplement and the provisions below relating to Screen Rate Determination shall apply.

 

Screen Rate/Reference Bank Determination for Floating Rate Securities

 

(x)                                   If Screen Rate Determination is specified as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be (as determined by the Calculation Agent):

 

(I)                                        the offered quotation; or

 

(II)                                    the arithmetic mean of the offered quotations,

 

for the Reference Rate in each case appearing on the Relevant Screen Page at the Relevant Time on the Interest Determination Date;

 

(y)                                 if paragraph (x)(I) above applies and no Reference Rate appears on the Relevant Screen Page at the Relevant Time on the Interest Determination Date or if sub-paragraph (x)(II) applies and fewer than two offered quotations appear on the Relevant Screen Page at the

 

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Relevant Time on the Interest Determination Date, subject as provided below, the Rate of Interest shall be the arithmetic mean of the offered quotations that each of the Reference Banks is quoting (or such of them, being at least two, as are so quoting) to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date, as determined by the Calculation Agent; and

 

(z)                                   if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are so quoting the Reference Rate, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) that the Calculation Agent determines to be the rates (being the nearest equivalent to the Reference Rate) that at least two out of five leading banks selected by the Calculation Agent in the Relevant Financial Centre, are quoting at or about the Relevant Time for a period equivalent to the relative Interest Accrual Period to leading banks carrying on business in the Relevant Financial Centre; except that, if fewer than two of such banks are so quoting to such leading banks, the Rate of Interest shall be the Rate of Interest determined on the previous Interest Determination Date (after readjustment for any difference between any Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to the preceding Interest Accrual Period and to the relevant Interest Accrual Period).

 

(iii)                                       Rate of Interest for Index Linked Interest Securities: The Rate of Interest in respect of Index Linked Interest Securities for each Interest Accrual Period shall be determined in the manner specified in the relevant Pricing Supplement and interest will accrue by reference to an Index or formula as specified in the relevant Pricing Supplement.

 

5.3                     Zero Coupon Securities

 

Where a Security, the Interest Basis of which is specified in the Pricing Supplement to be Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Security.  As from the Maturity Date, the Rate of Interest for any overdue principal of such a Security shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6.3 (Early Redemption)).

 

5.4                     Accrual of Interest

 

Interest shall cease to accrue on each Security on the due date for redemption unless payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) on the outstanding Nominal Amount of the Security at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date.

 

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5.5                     Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts, Rate Multipliers and Rounding

 

(i)                                             If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with 5.2 above by adding (if a positive number) or subtracting (if a negative number) the absolute value of such Margin or multiplying by such Rate Multiplier, subject always to the next paragraph;

 

(ii)                                          If any Maximum or Minimum Rate of Interest, Instalment Amount or Early, Final or Optional Redemption Amount is specified in the Pricing Supplement, then any Rate of Interest, Instalment Amount or Early, Final or Optional Redemption Amount shall be subject to such maximum or minimum, as the case may be;

 

(iii)                                       Subject to the requirements of applicable law, for the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven decimal places (with halves being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest cent (with one half cent being rounded up).

 

5.6                     Calculations

 

The amount of interest payable in respect of any Security for any Interest Accrual Period shall be calculated by multiplying the product of the Rate of Interest and the outstanding Nominal Amount of such Security by the Day Count Fraction, unless an Interest Amount (or a formula for its calculation) is specified in the Pricing Supplement in respect of such period, in which case the amount of interest payable in respect of such Security for such period shall equal such Interest Amount (or be calculated in accordance with such formula).  Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable in respect of such Interest Period shall be the sum of the amounts of interest payable in respect of each of those Interest Accrual Periods.

 

5.7                     Determination and Publication of Rate of Interest, Interest Amounts, Early, Final or Optional Redemption Amounts and Instalment Amounts

 

As soon as practicable after the Relevant Time on each Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, it shall determine such rate and calculate the Interest Amounts in respect of each Specified

 

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Denomination of the Securities for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Instalment Amount or Optional Redemption Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount, Instalment Amount or Optional Redemption Amount to be notified to the Issuer, the Registrar (which will then notify the Registered Holders of the calculation as required by the Issuer to the address of the Registered Holders recorded in the Register), any other Calculation Agent appointed in respect of the Securities that is to make a further calculation upon receipt of such information and, if the Securities are listed on a stock exchange and the rules of such exchange so require, such exchange as soon as possible after their determination but in no event later than (y) the commencement of the relevant Interest Accrual Period, if determined prior to such time in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (z) in all other cases, the fourth Business Day after such determination.  Where any Interest Payment Date or Interest Accrual Period is subject to adjustment pursuant to the application of a Business Day Convention, the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Accrual Period.  If the Securities become due and payable under Condition 11 (Events of Default), the accrued interest and the Rate of Interest payable in respect of the Securities shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made.  The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.

 

5.8                     Calculation Agent and Reference Banks

 

The Issuer shall procure that there shall at all times be four Reference Banks (or such other number as may be required) with offices in the Relevant Financial Centre and one or more Calculation Agents if provision is made for them in the Pricing Supplement and for so long as any Security is outstanding.  If any Reference Bank (acting through its relevant offices) is unable or unwilling to continue to act as a Reference Bank, then the Issuer shall appoint another Reference Bank with an office in the Relevant Financial Centre to act as such in its place.  Where more than one Calculation Agent is appointed in respect of the Securities, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions.  If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount or to comply with any other requirement, the Issuer shall appoint a leading bank or investment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent to act as such in its place.  The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.

 

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5.9                     Certificates to be final

 

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5 shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Calculation Agent, the Registrar and all Registered Holders, and (in the absence of wilful default, bad faith or manifest error) no liability to the Issuer or the Registered Holders, shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

 

6.                            REDEMPTION, PURCHASE AND OPTIONS

 

6.1                     Redemption by Instalments and Final Redemption

 

(i)                                           Unless previously redeemed, purchased and cancelled as provided in this Condition 6 or unless the relevant Instalment Date (being one of the dates so specified in the Pricing Supplement) is extended pursuant to any provision of the relevant Pricing Supplement, each Security that provides for Instalment Dates and Instalment Amounts shall be partially redeemed on each Instalment Date at the related Instalment Amount specified in the Pricing Supplement.  The outstanding Nominal Amount of each such Security shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by reference to a proportion of the Nominal Amount of such Security, such proportion) for all purposes with effect from the related Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused, in which case, such amount shall remain outstanding until the Relevant Date relating to such Instalment Amount.

 

(ii)                                        Unless previously redeemed, purchased and cancelled as provided below or its maturity is extended pursuant to any provision of the relevant Pricing Supplement, each Security shall be finally redeemed on the Maturity Date specified in the Pricing Supplement at its Final Redemption Amount (which, unless otherwise provided in the Pricing Supplement, is its Nominal Amount) or, in the case of a Security falling within paragraph (i) above, its final Instalment Amount.

 

6.2                     Redemption for taxation reasons

 

If, as a result of any change in or amendment to the laws or regulations of the Commonwealth of Australia or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date of any Security (as specified in the Pricing Supplement), the Issuer has or will become obliged to pay any additional amounts as provided in Condition 9 (Taxation), the Issuer may at its option, at any time (in the case of Zero Coupon

 

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Securities) or on any Interest Payment Date (in the case of Fixed Rate Securities, Floating Rate Securities or Index Linked Interest Securities) on giving not more than 60 nor less than 30 days’ notice to the Registered Holders (which notice shall be irrevocable) redeem all, but not some only, of the Securities of the relevant Series at their Early Redemption Amount together with interest accrued to the date fixed for redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Securities then due.  Prior to the publication of any notice of redemption pursuant to this Condition 6.2, the Issuer shall deliver to the Registrar a certificate signed by two persons each of whom is either a Director or a General Manager (or equivalent status) of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of the facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred.

 

6.3                     Early Redemption of Zero Coupon Securities

 

(i)                                           The Early Redemption Amount payable in respect of any Zero Coupon Security that does not bear interest prior to the Maturity Date, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Security pursuant to Condition 6.2, 6.4 or 6.5 or upon it becoming due and payable as provided in Condition 11 (Events of Default), shall be the Amortised Face Amount (calculated as provided below) of such Security unless otherwise specified in the Pricing Supplement.

 

(ii)                                        Subject to the provisions of sub-paragraph (iii) below, the “Amortised Face Amount” of any such Security shall be the scheduled Final Redemption Amount of such Security on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is set out in the Pricing Supplement, shall be such rate as would produce an Amortised Face Amount equal to the Issue Price of the Securities if they were discounted back to their Issue Price on the relevant Issue Date) compounded annually. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction set out in the Pricing Supplement.

 

(iii)                                     If the Early Redemption Amount payable in respect of any such Security upon its redemption pursuant to Condition 6.2. 6.4 or 6.5 or upon it becoming due and payable as provided in Condition 11 (Events of Default), is not paid when due, the Early Redemption Amount due and payable in respect of such Security shall be the Amortised Face Amount of such Security as defined in sub-paragraph (ii) above, except that such sub-paragraph shall have effect as though the reference therein to the date on which the Security becomes due and payable were replaced by a reference to the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (as well after as before judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Security on the Maturity Date together with any interest that may accrue in accordance with

 

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Condition 5.4.  Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction.

 

6.4                     Redemption at the Option of the Issuer and Exercise of the Issuer’s Options

 

If a Call Option is specified in the Pricing Supplement, the Issuer may, on giving not less than 15 or more than 30 days’ irrevocable notice (subject to such other notice period as may be specified in the Pricing Supplement) to the Registered Holders redeem (in accordance with the Pricing Supplement) all or, if so provided, some of the Securities on any Optional Redemption Date. Any such redemption of Securities shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption.  Any such redemption or exercise of the Issuer’s option shall just relate to Securities of a Nominal Amount at least equal to the Minimum Redemption Amount to be redeemed specified in the Pricing Supplement and no greater than the Maximum Redemption Amount to be redeemed specified in the Pricing Supplement.

 

All Securities in respect of which any such notice is given shall be redeemed, or the Issuer’s option shall be exercised, on the date specified in such notice in accordance with this Condition.

 

In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to Registered Holders shall also contain details of the Nominal Amount of Securities to be redeemed or in respect of which such option has been exercised, which shall have been drawn in such place as may be fair and reasonable in the circumstances, having regard to prevailing market practices and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange requirements.

 

6.5                     Redemption at the Option of Registered Holders and Exercise of Registered Holders’ Options

 

If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the Registered Holder of such Security, upon the Registered Holder of such Security giving not less than 15 nor more than 30 days’ notice to the Issuer (or such other notice period as may be specified in the Pricing Supplement), redeem such Security on the Optional Redemption Date(s) so provided at its Optional Redemption Amount together with interest accrued to the date fixed for redemption.  No such notice may be withdrawn without the prior consent of the Issuer.

 

To exercise such option the Registered Holder must complete, sign and deliver to the Registrar within the notice period, a redemption notice (in the form obtainable from the Registrar) together with any Certificate held by the Registered Holder relating to the Securities to be transferred and such evidence as the Registrar may require to establish the rights of that Registered Holder to the relevant Securities.

 

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6.6                     Purchases

 

The Issuer is taken to represent that as at the date of issue of each Security, the Issuer does not know or have any grounds to suspect that that Security or any interest in or right in respect of that Security is being or will later be, acquired either directly or indirectly by an Offshore Associate of the Issuer acting other than in the capacity of a dealer, manager or underwriter in relation to the placement of the Securities or a clearing house, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act.

 

The Issuer and any of its subsidiaries may, to the extent permitted by applicable laws and regulations, at any time purchase Securities in the open market or otherwise at any price. Securities purchased by the Issuer or any of its subsidiaries may be surrendered by the purchaser through the Issuer to the Registrar for cancellation or, in the case of Notes, may at the option of the Issuer or the relevant subsidiary be held or resold.  In the event that Notes are purchased by the Issuer but not cancelled the Issuer will relinquish any voting rights in respect of these purchased Notes.  Transferable Certificates of Deposit purchased by the Issuer shall be cancelled.

 

6.7                     Cancellation

 

All Securities redeemed by the Issuer or surrendered by the purchaser through the Issuer for cancellation shall be surrendered for cancellation by the Issuer or purchaser notifying the Registrar and surrendering to the Registrar any Certificates held by the Registered Holder relating to the Securities to be cancelled by the Registrar.  Any Securities so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Securities shall be discharged.

 

6.8                     Consent of Australian Prudential Regulatory Authority

 

Notwithstanding anything to the contrary in this Condition 6, unless otherwise specified or determined by the Australian Prudential Regulatory Authority (“APRA”), the Issuer may not redeem any Subordinated Notes under Conditions 6.2, 6.3, 6.4 or 6.5 above or prior to the Maturity Date under paragraph 6.1 above or purchase any Subordinated Notes under Condition 6.6 above without the prior approval of APRA.  In addition, unless otherwise specified or determined by APRA, the prior approval of APRA is required to modify the terms of any Series of Subordinated Notes.

 

7.                                      PAYMENTS

 

7.1                     Payments by the Issuer

 

(i)                                           Payments in respect of interest or principal on any Security made by the Issuer to Registered Holders will be made in accordance with details recorded with the Registrar by 5:00 pm local Registry Office time on the relevant Record Date.

 

(ii)                                        When a Security is recorded in the Register as being held jointly, payment of interest or principal (as the case may be) by the Issuer will be made to the Registered Holders in their joint names unless requested otherwise (and in a

 

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form satisfactory to the Issuer) by 5:00 pm local Registry Office time on the relevant Record Date.

 

7.2                     Method of Payment

 

Payments in respect of each Security will be made:

 

(i)                                           where the Securities are lodged in the Austraclear System, by crediting on the relevant Interest Payment Date or Maturity Date (determined in accordance with the Business Day Convention specified in the relevant Pricing Supplement) the amount then due to the account of the relevant Registered Holder in accordance with the Austraclear Regulations; or

 

(ii)                                        if the relevant Securities have not been lodged or are removed from the Austraclear System, by crediting on the relevant Interest Payment Date, in the case of payments of interest, or the Maturity Date, in the case of payments of principal, the amount then due to a bank account in Australia previously notified by the Registered Holder to the Registrar.  Each Interest Payment Date and Maturity Date shall be determined in accordance with the Business Day Convention specified in the relevant Pricing Supplement.  If the Registered Holder has not notified the Registrar of such an account by close of business on the relevant Record Date (local Registry Office time) or upon application by the Registered Holder to the Registrar no later than close of business on the relevant Record Date (local Registry Office time), payments in respect of the relevant Security will be made by cheque mailed on the Business Day immediately preceding the relevant Interest Payment Date in the case of payments of interest or on the Maturity Date, in the case of payments of principal, at the Registered Holder’s risk to the Registered Holder (or to the first named of joint Registered Holders) of such Security at the address appearing in the Register as at the close of business on the Record Date.  Cheques to be despatched to the nominated address of a Registered Holder will in such case be deemed to have been received by the Registered Holder on the relevant Interest Payment Date, in the case of payments of interest, or the Maturity Date, in the case of payments of principal, and no further amount will be payable by the Issuer in respect of the relevant Security as a result of payment not being received by the Registered Holder on the due date.

 

No payment of interest will be mailed to an address in the United States or transferred to an account maintained by the Registered Holder in the United States.

 

7.3                     Payments Subject to Fiscal Laws

 

All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 9 (Taxation).  No commission or expenses shall be charged to the Registered Holders in respect of such payments.

 

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7.4                     Appointment of Agents

 

The Registrar and (if appointed) the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Registered Holder.  The Issuer reserves the right at any time to vary or terminate the appointment of the Registrar or (if appointed) the Calculation Agent, provided that the Issuer shall at all times maintain (i) a Registrar in relation to Registered Securities (ii) one or more Calculation Agent(s) where the Conditions so require, and (iii) such other agents as may be required by the rules of any stock exchange on which the Securities may be listed.  Notice of the appointment of a Calculation Agent and its specified office(s) and, any change to the specified office of the Registrar or the Calculation Agent shall promptly be given to the Registered Holders in accordance with Condition 15 (Notices).

 

8                                         TRANSFER

 

8.1                     Transfer

 

(i)                                           Unless Securities are lodged in the Austraclear System, and subject to Condition 8.2, all applications to transfer Securities must be made by lodging with the Registrar a properly completed transfer and acceptance form in the form approved by the Issuer and the Registrar.  Any Certificate relating to the Securities to be transferred must also be surrendered to the Registrar.  Transfer and acceptance forms are available from any Registry Office.  Each Registry Office will provide prompt marking and transfer services.  Each transfer form must be accompanied by such evidence (if any) as the Registrar may require to prove the title of the transferor or the transferor’s right to transfer the Security, and be signed by both the transferor and the transferee.  The transfer takes effect upon the transferee’s name being entered on the Register.

 

(ii)                                        Securities lodged in the Austraclear System will be transferable only in accordance with the Austraclear Regulations.

 

8.2                     Limit on Transfer

 

(i)                                           Securities may only be transferred within, to or from Australia in the denominations specified in the Pricing Supplement and if the consideration payable at the time of transfer is a minimum amount of A$500,000 (in either case, disregarding moneys lent by the transferor or its associates) or the transfer otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act.

 

(ii)                                        Securities may only be transferred between persons in a jurisdiction or jurisdictions other than Australia if the transfer is in compliance with the laws of the jurisdiction in which the transfer takes place and the transfer of the Securities otherwise does not require disclosure to investors in accordance with the laws of the jurisdiction in which the transfer takes place.

 

(iii)                                     Zero Coupon Securities may only be transferred to or between persons in a jurisdiction or jurisdictions other than Australia if the Zero Coupon Securities have a maturity of 365 days or less.

 

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8.3                     Partial Transfers

 

Where a transferor executes a transfer of less than all Securities registered in its name, and the identity of the specific Securities to be transferred are not identified, the Registrar may register the transfer in respect of such of the Securities registered in the name of the transferor as the Registrar thinks fit, provided the total Nominal Amount of the Securities registered as having been transferred equals the total Nominal Amount of the Securities expressed to be transferred in the transfer.

 

8.4                     Closed Period

 

A transfer of a Security shall not be effective unless and until entered on the Register.  The Register will be closed for the purpose of determining entitlements to payments of interest and repayments of any Nominal Amount at 5:00 pm local Registry Office time on the Record Date prior to the relevant Interest Payment Date, the relevant Maturity Date and any relevant redemption date.  Therefore, transfers must be received by the Registrar at the relevant Registry Office prior to that time.

 

8.5                     Stamp Duty

 

The Registered Holder is responsible for any stamp duties or other similar taxes which are payable in any jurisdiction in connection with any transfer, assignment or other dealing with the Securities.

 

8.6                     Transmission

 

The Registrar must register a transfer of a Security to or by a person who is entitled to make or receive the transfer in consequence of:

 

(i)                                             death, bankruptcy, liquidation or winding up of a Registered Holder; or

 

(ii)                                          the making of a vesting order by a court or other body with power to make the order,

 

on receiving the evidence of entitlement that the Registrar or the Issuer requires.

 

8.7                     Austraclear Services Limited as Registrar

 

If Austraclear Services Limited is the Registrar and Securities are lodged in the Austraclear System, despite any other provision of these Conditions, these Securities are not transferable on the Register, and the Issuer may not, and must procure that the Registrar does not, register any transfer of those Securities issued by it and no member of the Austraclear System has the right to request any registration of any transfer of the relevant Securities, except:

 

(i)                                           for the purposes of any repurchase, redemption or cancellation (whether on or before the Maturity Date of the relevant Security) of the relevant Security, a transfer of the relevant Security from Austraclear to the Issuer may be entered in the Register; and

 

(ii)                                        if Austraclear exercises or purports to exercise any power it may have under the Austraclear Regulations from time to time for the Austraclear System or these Conditions, to require the relevant Security to be transferred on the Register to a member of the Austraclear System, the relevant Security may be

 

26



 

transferred on the Register from Austraclear to the member of the Austraclear System.

 

In any of these cases, the relevant Security will cease to be held in the Austraclear System.

 

9.                                      TAXATION

 

Subject as provided below, all payments of principal and interest in respect of the Securities shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Commonwealth of Australia or by any authority therein or thereof having power to tax (together “Taxes), unless such withholding or deduction is required by law.  In that event, the Issuer shall pay such additional amounts to the Registered Holders as shall result in receipt by those Registered Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Security:

 

(a)                                        in respect of which the Registered Holder thereof is liable to such taxes, duties, assessments or governmental charges in respect of such Security by reason of its having some connection with the Commonwealth of Australia, other than the mere holding of such Security or the receipt of the relevant payment in respect thereof; or

 

(b)                                       in respect of which the Registered Holder thereof is an Offshore Associate of the Issuer; or

 

(c)                                        in respect of which the Taxes have been imposed or levied as a result of the Registered Holder of such Security being party to or participating in a scheme to avoid such Taxes, being a scheme which the Issuer was neither a party to nor participated in; or

 

(d)                                       to, or to a third party on behalf of, and Australian resident Registered Holder or a non-resident Registered Holder carrying on business in Australia at or through a permanent establishment of the non-resident in Australia, if that person has not supplied an appropriate tax file number, Australian business number or other exemption details.

 

References in these Conditions to (i) principal” shall be deemed to include any premium payable in respect of the Securities, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 (Redemption, Purchase and Options), or any amendment or supplement to it, (ii) interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 (Interest and other Calculations), or any amendment or supplement to it and (iii) principal” and/or interest” shall be deemed to include any additional amounts that may be payable under this Condition or any undertaking given in addition to or substitution for it under the Deed Poll.  Any additional amounts due in respect of the Subordinated Notes will be subordinated in right of payment as described in Condition 12 (Subordination).

 

27



 

10.                     PRESCRIPTION

 

Claims against the Issuer for payment in respect of the Securities shall be prescribed and become void unless made within ten years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.

 

11.                     EVENTS OF DEFAULT

 

11.1              Medium Term Notes

 

If any one of the following events (Events of Default”) occurs and is continuing, the Registered Holder of any Medium Term Note of any Series may give written notice to the Registrar at its specified office that such Medium Term Note is immediately repayable, whereupon it shall immediately become due and repayable at its Final Redemption Amount or in the case of Zero Coupon Securities at its Early Redemption Amount (calculated in accordance with Condition 6.3) together with accrued interest to the date of payment unless, prior to the date that such written notice is received by the Issuer, the Issuer shall have cured or otherwise made good all Events of Default in respect of the Medium Term Notes of such Series:

 

(i)                                           default is made in the payment of any principal or Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount, Instalment Amount or Amortised Face Amount (in the case of a Zero Coupon Security) (whether becoming due upon redemption or otherwise) or interest when due, in respect of any Medium Term Note of such Series, and such default continues for a period of seven days; or

 

(ii)                                        the Issuer fails to perform or observe any of its obligations under any Medium Term Note of such Series other than those specified in paragraph (i) above and in such case (except where such failure is incapable of remedy) such failure continues for a period of 30 days next following the service by any Registered Holder of any Medium Term Note of such Series on the Issuer of written notice requiring the same to be remedied; or

 

(iii)                                     the maturity of any indebtedness for borrowed money of the Issuer amounting in aggregate to U.S.$10,000,000 principal amount (not being moneys borrowed in the ordinary course of banking business) shall have been accelerated by or on behalf of the holder of such indebtedness in accordance with the terms thereof or any agreement relating thereto or any such indebtedness shall not have been paid when due on maturity and such default shall not have been cured within the grace period, if any, originally applicable thereto or default shall be made by the Issuer in honouring when called upon any guarantee or indemnity given by the Issuer in respect of any such indebtedness of others and such default shall not have been cured within the grace period, if any, originally applicable thereto; and such acceleration or default, as the case may be, is not being contested in good faith by the Issuer and is not cured or otherwise made good within seven days after the date upon which written notice of such default shall have been given to the Issuer by or on behalf of the Registered Holder of any Medium Term Note of such Series, provided that the failure by the Issuer duly to make payment under any leveraged lease (as defined in Condition 4 (Negative Pledge)) or similar financial transaction in consequence of the relevant lessee failing to place the Issuer in funds shall not of itself constitute a breach of this paragraph (iii); or

 

28



 

(iv)                                    otherwise than for the purpose of an amalgamation or reconstruction or merger within the meaning of these words under the laws of the Commonwealth of Australia, a resolution is passed that the Issuer be wound up or dissolved; or

 

(v)                                       the Issuer stops payment (within the meaning of Australian or any other applicable bankruptcy law) of its obligations; or

 

(vi)                                    an encumbrancer takes possession of or a receiver is appointed of the whole or a substantial part of the undertaking and assets of the Issuer and any such event is continuing for 45 days after its occurrence and would materially prejudice the performance by the Issuer of its obligations under the Medium Term Notes of such Series or a distress or execution is levied or enforced upon or sued out against the whole or a substantial part of the undertaking and assets of the Issuer which would materially prejudice the performance of the Issuer of its obligations under the Medium Term Notes of such Series and is not discharged within 60 days thereof; or

 

(vii)                                 proceedings shall have been initiated against the Issuer under any applicable bankruptcy, reorganisation or other similar law and such proceedings shall not have been discharged or stayed within a period of 60 days; or

 

(viii)                              the Issuer shall initiate or consent to proceedings relating to itself under any applicable bankruptcy, insolvency, composition or other similar law (otherwise than for the purpose of amalgamation, reconstruction or merger (within the meaning of those words under the laws of the Commonwealth of Australia)) and such proceedings would materially prejudice the performance by the Issuer of its obligations under the Medium Term Notes of such Series.

 

11.2              Subordinated Notes

 

The following are Events of Default with respect to Subordinated Notes:

 

(i)                                           (a) the making of an order by a court of the State of Victoria, Commonwealth of Australia or court with appellate jurisdiction from such court which is not successfully appealed or permanently stayed within 60 days of the entry of such order; or

 

(b) the valid adoption by the Issuer ’s shareholders of an effective resolution,

 

in each case for the winding up of the Issuer (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency); and

 

(ii)                                        (a) default in the payment of interest on any Subordinated Note when due, continued for 30 days; or

 

(b) default in the payment of principal of, or any premium on, any Subordinated Note when due.

 

Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the subordination provisions, the principal amount of, and all accrued and unpaid interest on, the Subordinated Notes will automatically become due and payable.

 

29



 

If an Event of Default contemplated by paragraph (ii) above with respect to any Subordinated Notes occurs and is continuing, a Subordinated Noteholder may, in order to enforce the obligations of the Issuer under such Subordinated Noteholder’s Subordinated Notes, institute proceedings for recovery of the money then due, provided that the Issuer will not, by virtue of the institution of any such proceedings (other than proceedings for the winding up of the Issuer) be obliged to pay any sums representing principal or interest in respect of the Subordinated Notes sooner than would have been payable by it.

 

11.3              Notification

 

If an Event of Default occurs under Conditions 11.1 or 11.2 above, the Issuer will promptly after becoming aware of it notify the Registrar of the occurrence of the Event of Default specifying details of it and use its reasonable endeavours to procure that the Registrar promptly notifies the Registered Holder’s of the occurrence of the Event of Default by registered post to the address of the Registered Holders recorded in the Register.

 

12.                     SUBORDINATION

 

In the event of the winding up of the Issuer constituting an Event of Default with respect to the Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject to the subordination provisions discussed above (see Condition 3 (Status)), an amount equal to the principal amount of the Subordinated Notes then outstanding, together with all accrued and unpaid interest thereon to the repayment date.

 

As a result of the subordination provisions, no amount will be payable in the winding up of the Issuer in Australia in respect of the Subordinated Notes until all claims of Unsubordinated Creditors admitted in the winding up have been satisfied in full.  By subscription for, or transfer of, Subordinated Notes to a Subordinated Noteholder, that Subordinated Noteholder will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid until all the claims of the Unsubordinated Creditors admitted in the winding up have been satisfied accordingly.  Accordingly, if proceedings with respect to the winding up of the Issuer in Australia were to occur, the Subordinated Noteholders could recover less relative to the holders of deposit liabilities, the holders of Medium Term Notes and the holders of prior ranking subordinated liabilities of the Issuer.  For the avoidance of doubt, the Subordinated Notes do not constitute deposit liabilities of the Issuer.

 

If in any such winding up, the amount payable with respect to the Subordinated Notes and any claims ranking equally with the Subordinated Notes cannot be paid in full, the Subordinated Notes and other claims ranking equally with the Subordinated Notes will share relatively in any distribution of the Issuer’s assets in a winding up in proportion to the respective amounts to which they are entitled.

 

In addition, because the Issuer is a holding company as well as an operating company, the rights of the Issuer, its creditors and of the Subordinated Noteholders to participate in the assets of any of the Issuer’s subsidiaries upon the liquidation of such subsidiary will be subject to the prior claims of the subsidiary’s creditors, except to the extent that the Issuer itself may be a creditor with recognised claims against that subsidiary.

 

30



 

13.                     MEETING OF REGISTERED HOLDERS, MODIFICATIONS AND WAIVER

 

13.1              Meetings of Registered Holders

 

Meetings of Registered Holders may be convened in accordance with the Meeting Provisions contained in Schedule 2 to the Deed Poll.  Any such meeting may consider any matters affecting the interests of Registered Holders, including, without limitation, the variation of the terms of the Securities by the Issuer and the granting of approvals, consents and waivers, and the declaration of an Event of Default.

 

13.2              Modification of the Deed Poll

 

The Deed Poll may be amended by the Issuer, without the consent of any Registered Holder for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein which does not, in the reasonable opinion of the Issuer, adversely affect the interests of the Registered Holders.  All other amendments to the Deed Poll must be passed at a duly convened meeting of Registered Holders by an Extraordinary Resolution.  The Issuer will notify the Registrar of any amendments made pursuant to this Condition and will use its reasonable endeavours to procure that the Registrar notifies the Registered Holders of the amendment by post to the address of the Registered Holders recorded in the Register.

 

14.                     FURTHER ISSUES OF SECURITIES

 

The Issuer may from time to time without the consent of the Registered Holders create and issue further securities either having the same terms and conditions as the Securities in all respects (or in all respects except for the Issue Date or first payment of interest on them) and so that such further issue of securities shall be consolidated and form a single Series with the outstanding Securities of any Series or upon such terms as the Issuer may determine at the time of their issue.  References in these Conditions to the Securities include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single Series with the Securities.

 

15.                     NOTICES

 

15.1              To Registered Holders

 

All notices by the Issuer to Registered Holders will be valid if posted by ordinary mail to the relevant Registered Holder at its address appearing on the Register (or in the case of joint Registered Holders to the first named).

 

Any such notice shall be deemed to have been given on the third Business Day after posting if posted to an address in Australia and on the seventh Business Day if posted to an address outside of Australia.

 

15.2              To the Issuer and Registrar

 

All notices by a Registered Holder to the Issuer and Registrar will be valid if posted by ordinary mail to the Issuer and the Registrar at their addresses specified above.  Unless a later time is specified in it, a notice takes effect from the time it is received by the Issuer or Registrar except that if it is received after 5.00pm in the place of receipt or not

 

31



 

on a Business Day, it is to be taken to be received at 9.00am on the next succeeding Business Day in that place.

 

16.                               GOVERNING LAW

 

The Securities are governed by the laws in force in the State of Victoria.

 

USE OF PROCEEDS

 

The net proceeds from the issue of any Notes or Transferable Certificates of Deposit will be used by the Issuer for its general corporate purposes.

 

32



 

SCHEDULE 2

 

PROVISIONS FOR MEETINGS OF REGISTERED HOLDERS

 

Interpretation

 

2.                                      In this Schedule:

 

(a)                                 references to a meeting are to a meeting of Registered Holders of a single Series of Securities and include, unless the context otherwise requires, any adjournment;

 

(b)                                references to Securities are only to the Securities of the Series in respect of which a meeting has been, or is to be, called, and references to Registered Holders are to the holders of those Securities, respectively;

 

(c)                                   agent means a proxy for, or representative of, a Registered Holder;

 

(d)                                Extraordinary Resolution means a resolution passed at a meeting duly convened and held in accordance with this Deed by a majority of at least 75 per cent of the votes cast;

 

(e)                                 Ordinary Resolution means a resolution passed at a meeting duly convened and held in accordance with this Deed by a clear majority of the votes cast; and

 

(f)                                   references to persons representing a proportion of the Securities are to Registered Holders or agents holding or representing in aggregate at least that proportion in Nominal Amount of the Securities for the time being outstanding.

 

Powers of Meetings

 

3.                                      A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Deed, have power by Extraordinary Resolution:

 

(a)                                 to sanction any proposal by the Issuer or any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Registered Holders in their capacity as Registered Holders against the Issuer, whether or not those rights arise under the Securities;

 

(b)                                to sanction any proposal by the Issuer for the exchange or substitution for the Securities of, or the conversion of the Securities into, shares, bonds or other obligations or securities of the Issuer or any other entity;

 

(c)                                 to assent to any modification of this Deed or the Securities proposed by the Issuer or any other entity;

 

(d)                                to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;

 

(e)                                 to give any authority, direction or sanction required to be given by Extraordinary Resolution;

 

(f)                                   to appoint any persons (whether Registered Holders or not) as a committee or committees to represent the Registered Holders’ interests and to confer on

 

33



 

them any powers or discretions which the Registered Holders could themselves exercise by Extraordinary Resolution; and

 

(g)                                to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor under this Deed,

 

provided that the provisions relating to quorum contained in paragraph 11 will apply to any resolution for the purpose of subparagraphs 2(a) to (g), or any amendment to this proviso.  However, pursuant to Condition 6.8, unless otherwise specified or determined by APRA, the prior approval of APRA is required to modify the terms of any Series of Subordinated Notes.

 

Convening a Meeting

 

4.                               The Issuer may at any time convene a meeting.  If the Issuer receives a written request by Registered Holders holding at least 10 per cent of the aggregate Nominal Amount of the Securities of any Series for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Issuer shall convene a meeting of the Registered Holders of that Series.  Every meeting shall be held at a time and place approved by the Issuer which must be in Victoria.

 

5.                               At least 21 days’ notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Registered Holders.  A copy of the notice shall be given by the party convening the meeting to the other parties.  The notice shall specify the day, time and place of meeting and the nature of the resolutions to be proposed and shall explain how Registered Holders may appoint proxies or representatives and the details of the time limits applicable.

 

Arrangements for Voting

 

6.                               A Registered Holder may, by an instrument in writing in the form available from the Registrar in the English language executed by or on behalf of the Registered Holder and delivered to the Registrar at least 24 hours before the time fixed for a meeting, appoint any person (a proxy) to act on his behalf in connection with that meeting.  A proxy need not be a Registered Holder.

 

7.                               A corporation which is the Registered Holder of a Security may, by delivering to the Registrar at least 24 hours before the time fixed for a meeting a certified copy of a resolution executed under its common seal, executed in accordance with Section 127(1) of the Corporations Act or signed on its behalf by its duly appointed attorney or a person authorised under Section 250D of the Corporations Act to act as the corporation’s representative at the meeting (with, if it is not in English, a certified translation into English), authorise any person to act as its representative (a representative) in connection with that meeting.

 

8.                               Any vote cast at a meeting by a proxy or a representative appointed by Registered Holders in accordance with paragraphs 5 or 6 above is valid despite any previous revocation or amendment of the appointment of the proxy or representative (as applicable) or any of the relevant Registered Holder’s instructions pursuant to which the form referred to in paragraph 5 was executed unless written notice of such revocation or amendment is received from the relevant Registered Holder by the Registrar in each case at least 24 hours before the time fixed for the meeting.

 

34



 

Chairman

 

9.                               The chairman of a meeting shall be such person as the Issuer may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Registered Holders or agents present shall choose one of their number to be chairman, failing which the Issuer may appoint a chairman.  The chairman need not be a Registered Holder or agent.  The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.

 

Attendance

 

10.                         The following may attend and speak at a meeting:

 

(a)                                          Registered Holders and agents;

 

(b)                                         the chairman;

 

(c)                                        the Issuer and the Registrar (through their respective representatives) and their respective financial and legal advisers; and

 

(d)                                         the Dealers (if any).

 

No one else may attend or speak.

 

Quorum and Adjournment

 

11.                         No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business.  If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Registered Holders, be dissolved.  In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide.  If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.

 

12.                         Two or more Registered Holders or agents present in person shall be a quorum:

 

(a)                                        in the cases marked ‘No minimum proportion’ in the table below, whatever the proportion of the Securities which they represent; and

 

(b)                                       in any other case, only if they represent the proportion of the Securities shown by the table below.

 

 

 

Required proportion of the Securities
outstanding

Purpose of meeting

 

Any meeting except one referred to in next column

 

Meeting previously adjourned through want of a quorum

 

 

 

 

 

To pass a resolution in connection with the matters listed in paragraph 2 of this Schedule

 

A clear majority

 

33 per cent

 

 

 

 

 

Any other purpose

 

A clear majority

 

No minimum proportion

 

13.                         The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place.  Only business which could have

 

35



 

been transacted the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 10.

 

14.                         At least 10 days’ notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting.  No notice need, however, otherwise be given of an adjourned meeting.

 

Voting

 

15.                         Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the Issuer or one or more persons representing 2 per cent of the Securities.

 

16.                         Unless a poll is demanded a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it.

 

17.                         If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs.  The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken.  A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded.

 

18.                         A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once.

 

19.                         A Registered Holder or, in the case of a Security registered as being owned jointly, the person whose name appears first on the Register as one of the owners of the Security, is entitled to vote in respect of the Security either in person or by proxy.

 

20.                         Subject to paragraph 18, on a show of hands every person who is present in person and is a Registered Holder or is a proxy or representative has one vote.  On a poll every such person has one vote in respect of each proportion of the Nominal Amount of the Securities equal to the minimum denomination of such Series of Securities registered in that person’s name or in respect of which that person is a proxy or representative.  Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way.

 

21.                         In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.

 

Use of Ordinary Resolution

 

22.                         The Registered Holders have the power by Ordinary Resolution to do anything for which an Extraordinary Resolution is not required.

 

Effect and Publication of an Extraordinary Resolution

 

23.                         An Extraordinary Resolution or Ordinary Resolution shall be binding on all the Registered Holders, whether or not present at the meeting and each of them shall be bound to give effect to it accordingly.  The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed.  The Issuer shall give notice of the passing of an Extraordinary Resolution or Ordinary Resolution to Registered Holders within 14 days but failure to do so shall not invalidate the resolution.

 

36



 

Resolutions in writing

 

24.                         A resolution is passed:

 

(a)                                        if it is an Ordinary Resolution, where within one month from the Notification Date, Registered Holders representing a clear majority of the aggregate Nominal Amount of outstanding Securities of any Series as at the Notification Date have signed the resolution; or

 

(b)                                       if it is an Extraordinary Resolution, where within one month from the Notification Date, Registered Holders representing at least 75% of the aggregate Nominal Amount of outstanding Securities of any Series as at the Notification Date have signed the resolution,

 

and any such resolution is deemed to have been passed on the date on which the last Registered Holder whose signature on the resolution caused it to be so passed signed it (as evidenced on its face).  For the purpose of this paragraph, Notification Date means the date stated in the copies of the resolutions to be made in writing sent for that purpose to the Registered Holders, which must be no later than the date on which the resolution is first notified to Registered Holders.

 

25.                         The accidental omission to give a copy of the resolution to, or the non-receipt of such a copy by, any Registered Holder does not invalidate a resolution in writing made pursuant to paragraph 23.

 

26.                         A resolution in writing signed by Registered Holders may be contained in one document or in several documents in like form each signed by one or more Registered Holders.

 

Minutes

 

27.                         The Registrar must keep minutes of the proceedings of every meeting of Registered Holders.  Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them.  Until the contrary is proved, every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

 

Austraclear

 

28.                         If Securities of any Series are lodged in the Austraclear System, all dealings (including the convening and holding of meetings) in relation to those Securities within the Austraclear System will be governed by the Austraclear Regulations and need not comply with these Meeting Provisions to the extent of any inconsistency.

 

37



PRICING SUPPLEMENT

 

 

 

 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)

 

Australian Dollar
Debt Issuance Programme

 

Series No:  15

Tranche No:  1

 

AUD 600,000,000 Floating Rate Transferable Certificates of Deposit
Issue Price: 100 per cent.

 

ANZ CAPEL COURT LIMITED

(Australian Business Number 30 004 768 807)

 

DEUTSCHE BANK AG

(Australian Business Number 13 064 165 162)

 

ROYAL BANK OF CANADA

(Australian Business Number 86 076 940 880)

 

Dealers

 

The date of this Pricing Supplement is 8 May 2003

 

1



 

This document constitutes the Pricing Supplement relating to the issue of Securities described herein.  Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 11 April 2003.  This Pricing Supplement must be read in conjunction with the Information Memorandum:

 

1

Issuer:

 

Australia and New Zealand Banking Group Limited

 

 

 

 

2

(i)

Series Number:

 

15

 

 

 

 

 

(ii)

Tranche Number:

 

1

 

 

 

 

 

 

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

 

Not applicable

 

 

 

 

3

Specified Currency:

 

Australian Dollars

 

 

 

 

4

Aggregate Nominal Amount:

 

$600,000,000

 

 

 

 

5

(i)

Issue Price:

 

100 per cent. of the Aggregate Nominal Amount

 

 

 

 

 

(ii)

Net proceeds:

 

$600,000,000

 

 

 

 

6

Specified Denomination(s):

 

$1,000

 

 

 

 

7

(i)

Issue Date:

 

12 May 2003

 

 

 

 

 

(ii)

Interest Commencement Date:

 

Issue Date

 

 

 

 

8

Maturity Date:

 

12 May 2008

 

 

 

 

9

Interest Basis:

 

3 month BBSW + 0.18 per cent. Floating Rate
(Further particulars specified below)

 

 

 

 

10

Redemption/Payment Basis:

 

Redemption at Par

 

 

 

 

11

Change of Interest or Redemption/Payment Basis:

 

Not applicable

 

 

 

 

12

Put/Call Options:

 

Not applicable

 

 

 

 

13

Status of the Securities:

 

Transferable Certificates of Deposit

 

 

 

 

14

Listing:

 

Australian Stock Exchange

 

 

 

 

15

Method of distribution:

 

Syndicated

 

 

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 

 

 

 

16

Fixed Rate Security Provisions

 

Not Applicable

 

 

 

 

17

Floating Rate Security Provisions

 

Applicable

 

 

 

 

 

(i)

Interest Period(s)/Interest Payment Dates/Interest Period Date if not an Interest Payment Date:

 

3 months

 

 

 

 

 

(ii)

Business Day Convention:

 

Modified Following Business Day Convention

 

 

 

 

 

(iii)

Manner in which the Rate(s) of Interest is/are to be determined:

 

Screen Rate Determination

 

 

 

 

 

(iv)

Calculation Agent responsible for calculating
the Rate(s) of Interest and Interest Amount(s):

 

ANZ Investment Bank

 

2



 

 

(v)

Screen Rate Determination:

 

Applicable

 

 

 

 

 

 

 

Reference Rate:

 

3 month BBSW

 

 

 

 

 

 

 

Interest Determination Date(s):

 

The first day of each Interest Period

 

 

 

 

 

 

 

Relevant Screen Page:

 

Reuters screen page BBSW

 

 

 

 

 

 

(vi)

Margin(s):

 

+ 0.18 per cent. per annum

 

 

 

 

 

 

(vii)

Minimum Rate of Interest:

 

Not Applicable

 

 

 

 

 

 

(viii)

Maximum Rate of Interest:

 

Not Applicable

 

 

 

 

 

 

(ix)

Rate Multiplier

 

Not Applicable

 

 

 

 

 

 

(x)

Day Count Fraction:

 

Actual/365

 

 

 

 

 

 

(xi)

Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

 

 

 

 

 

 

 

18

Zero Coupon Security Provisions

 

Not Applicable

 

 

19

Index-Linked Interest Security Provisions

 

Not Applicable

 

 

PROVISIONS RELATING TO REDEMPTION

 

 

 

 

21

Call Option

 

Not Applicable

 

 

22

Put Option

 

Not Applicable

 

 

23

Final Redemption Amount:

 

Outstanding Nominal Amount

 

 

24

Early Redemption Amount:

 

 

 

 

 

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

 

 

 

 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

 

 

25

Form of Securities:

 

Registered

 

 

26

Additional Financial Centre(s) or other special
provisions relating to Interest Payment Dates:

 

Not Applicable

 

 

27

Public Offer Test compliant

 

Yes

 

 

28

Details relating to Instalment Notes, including
Instalment Amount(s) and Instalment Date(s):

 

Not Applicable

 

 

29

Consolidation provisions:

 

Not Applicable

 

 

30

Governing law:

 

State of Victoria

 

 

31

Other terms or special conditions:

 

Not Applicable

 

 

DISTRIBUTION

 

 

32

If syndicated, names of Lead Managers and the

 

ANZ Capel Court Limited

 

Dealers:

 

(Lead Manager and Dealer)

 

3



 

 

Dealers:

 

Deutsche Bank AG
Royal Bank Of Canada
(Dealers)

 

33

If non-syndicated, name of Dealer:

 

Not Applicable

 

34

Additional selling restrictions:

 

Not Applicable

 

 

 

OPERATIONAL INFORMATION

 

 

 

35

ISIN:

 

 

AU0000ANZHB4

 

36

Common Code

 

 

ANZHB

 

37

Any clearing system(s) other than Austraclear and the
relevant identification number(s):

 

Clearstream Euroclear

 

LISTING APPLICATION

 

This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 12 May 2003.

 

RESPONSIBILITY

 

The issuer accepts responsibility for the information contained in this Pricing Supplement. Signed on behalf of the Issuer.

 

By:

/s/ Ross Glasscock

 

By:

/s/ Mark Anwender

 

 

Duly Authorised Signatory

 

 

Duly Authorised Signatory

 

4



 

PRICING SUPPLEMENT

 

 

 

 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)

 

 

Australian Dollar

Debt Issuance Programme

 

 

Series No:  14

Tranche No:  1

 

 

AUD 900,000,000 5.00% Fixed Rate Transferable Certificates of Deposit

Issue Price: 99.238 per cent.

 

ANZ CAPEL COURT LIMITED

(Australian Business Number 30 004 768 807)

 

DEUTSCHE BANK AG

(Australian Business Number 13 064 165 162)

 

ROYAL BANK OF CANADA

(Australian Business Number 86 076 940 880)

 

Dealers

 

The date of this Pricing Supplement is 8 May 2003

 

1



 

This document constitutes the Pricing Supplement relating to the issue of Securities described herein.  Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 11 April 2003.  This Pricing Supplement must be read in conjunction with the Information Memorandum.

 

1

Issuer:

 

Australia and New Zealand Banking Group Limited

 

 

 

 

2

(i)

Series Number:

14

 

 

 

 

 

(ii)

Tranche Number:

1

 

 

 

 

 

(if fungible with an existing Series, details of that
Series, the number including the date on which the
Securities become fungible)

Not applicable

 

 

 

3

Specified Currency:

Australian Dollars

 

 

 

 

4

Aggregate Nominal Amount:

$900,000,000

 

 

 

 

5

(i)

Issue Price:

99.238 per cent. of the Aggregate Nominal Amount

 

 

 

 

 

(ii)

Net proceeds:

$893,142,000

 

 

 

 

6

Specified Denomination(s):

$1,000

 

 

 

 

7

(i)

Issue Date:

12 May 2003

 

 

 

 

 

(ii)

Interest Commencement Date:

Issue Date

 

 

 

 

8

Maturity Date:

12 May 2008

 

 

 

 

9

Interest Basis:

5.00 per cent. per annum Fixed Rate
(Further particulars specified below)

 

 

 

 

10

Redemption/Payment Basis:

Redemption at Par

 

 

 

 

11

Change of Interest or Redemption/Payment Basis:

Not applicable

 

 

 

 

12

Put/Call Options:

Not applicable

 

 

 

 

13

Status of the Securities:

Transferable Certificates of Deposit

 

 

 

 

14

Listing:

 

Australian Stock Exchange

 

 

 

 

15

Method of distribution:

Syndicated

 

 

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 

 

 

 

16

Fixed Rate Security Provisions

Applicable

 

 

 

 

 

(i)

Rate of Interest:

5.00 per cent. per annum payable semi-annually in arrears

 

 

 

 

 

(ii)

Interest Payment Date(s):

12 May and 12 November in each year commencing 12 November 2003

 

 

 

 

 

(iii)

Fixed Coupon Amount[(s)]:

Not Applicable

 

 

 

 

 

(iv)

Broken Amount(s):

Not Applicable

 

2



 

 

(v)

Business day Convention:

Following Business Day Convention

 

 

 

 

(vi)

Day Count Fraction:

RBA Bond Basis

 

 

 

 

(vii)

Other terms relating to the method of
calculating interest for Fixed Rate Securities:

Not Applicable

 

 

 

 

(viii)

Interest Determination Date

Not Applicable

 

 

 

17

Floating Rate Security Provisions

Not Applicable

 

 

 

18

Zero Coupon Security Provisions

Not Applicable

 

 

 

19

Index-Linked Interest Security Provisions

Not Applicable

 

 

 

PROVISIONS RELATING TO REDEMPTION

 

 

 

 

21

Call Option

Not Applicable

 

 

 

22

Put Option

Not Applicable

 

 

 

23

Final Redemption Amount:

Outstanding Nominal Amount

 

 

 

24

Early Redemption Amount:

 

 

 

 

 

Early Redemption Amount(s) payable on redemption
for taxation reasons or on Event of Default and/or the
method of calculating the same (if required or if
different from that set out in the Conditions)

 

 

 

 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

 

 

 

 

25

Form of Securities:

Registered

 

 

 

26

Additional Financial Centre(s) or other special
provisions relating to Interest Payment Dates:

Not Applicable

 

 

 

27

Public Offer Test compliant

Yes

 

 

 

28

Details relating to Instalment Notes, including
Instalment Amount(s) and Instalment Date(s):

Not Applicable

 

 

 

29

Consolidation provisions:

Not Applicable

 

 

 

30

Governing law:

State of Victoria

 

 

 

31

Other terms or special conditions:

Not Applicable

 

 

 

DISTRIBUTION

 

 

 

 

32

If syndicated, names of Lead Managers and the Dealers:

ANZ Capel Court Limited
(Lead Manager and Dealer)

 

 

 

 

 

Deutsche Bank AG
Royal Bank Of Canada
(Dealers)

 

 

 

33

If non-syndicated, name of Dealer:

Not Applicable

 

 

 

34

Additional selling restrictions:

Not Applicable

 

 

 

OPERATIONAL INFORMATION

 

 

 

 

35

ISIN:

AU0000ANZHA6

 

3



 

36

Common Code

ANZHA

 

 

 

37

Any clearing system(s) other than Austraclear and the
relevant identification number(s):

Clearstream Euroclear

 

 

 

LISTING APPLICATION

 

 

 

This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 12 May 2003.

 

 

 

RESPONSIBILITY

 

The issuer accepts responsibility for the information contained in this Pricing Supplement. Signed on behalf of the Issuer.

 

By:

/s/ Ross Glasscock

 

By:

/s/ Mark Anwender

 

 

Duly Authorised Signatory

 

 

Duly Authorised Signatory

 

4



Company Secretary’s Office

Level 6, 100 Queen Street

Melbourne   Vic   3000

Phone 03 9273 6141

Fax 03 9273 6142

 

 

24 April 2003

 

The Manager

Company Announcements

Australian Stock Exchange

Level 10, 20 Bond Street

SYDNEY  NSW  2000

 

 

ANZ Interim Dividend 2003

 

Australia and New Zealand Banking Group Limited advises that the following dates will apply for its interim dividend payment in 2003:

 

Ex dividend date

 

16 May 2003

Record date

 

22 May 2003

Interim dividend payment date

 

1 July 2003

 

 

Tim Paine

Company Secretary

 

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

 



 

 

Australia and New Zealand

Banking Group Limited

ABN 11 005 357 522

 

 

Consolidated Financial Report

Dividend Announcement

and Appendix 4B

 

 

Half year

31 March 2003

 



 

FOR PRIORITY TRANSMISSION

 

Name of Company:

 

Australia and New Zealand Banking Group Limited
ABN 11 005 357 522

 

Report for the half year ended 31 March 2003

 

 

 

A$ million

 

 

 

 

 

Group operating revenue

 

3,492

 

 

 

 

 

Operating profit after tax and outside equity interests

 

1,141

 

 

 

 

 

Interim dividend per ordinary share, fully franked at 30% tax rate

 

44 cents

 

 

 

 

 

Record date for the interim dividend

 

22 May 2003

 

 

 

 

 

Payment date for the interim dividend

 

1 July 2003

 

 

The interim dividend will be payable to shareholders registered in the books of the Company at close of business on 22 May 2003. Transfers must be lodged before 5:00 pm on that day to participate.

 



 

ANNOUNCEMENT TO THE MARKET

 

Name of Company:

 

Australia and New Zealand Banking Group Limited
ABN 11 005 357 522

 

Report for the half year ended 31 March 2003

 

 

 

 

 

 

 

 

 

A$ million

 

 

 

 

 

 

 

 

 

 

 

Group operating revenue

 

up

 

3

%

to

 

3,492

 

 

 

 

 

 

 

 

 

 

 

Operating profit after tax attributable to members

 

up

 

9

%

to

 

1,141

 

 

 

 

 

 

 

 

 

 

 

Extraordinary items after tax attributable to members

 

 

 

Nil

 

 

 

Nil

 

 

 

 

 

 

 

 

 

 

 

Operating profit and extraordinary items after tax attributable to members

 

up

 

9

%

to

 

1,141

 

 

 

 

 

 

 

 

 

 

 

Interim dividend per ordinary share, fully franked at 30% tax rate (previous corresponding period: 39 cents, fully franked at 30% tax rate)

 

 

 

 

 

 

 

44 cents

 

 

 

 

 

 

 

 

 

 

 

Record date for the interim dividend

 

 

 

 

 

 

 

22 May 2003

 

 



 

 

 

Corporate Affairs
Level 20, 100 Queen Street
Melbourne Vic 3000
Telephone 03 9273 6190
Facsimile 03 9273 4899
www.anz.com

 

For Release:  24 April 2003

 

ANZ 2003 Interim Results

 

Australia and New Zealand Banking Group Limited (ANZ) today announced an operating profit after tax of $1,141 million for the half year ended March 2003 up 8.7% for the same period last year.  Earnings per share were up 8.6% to 72 cents.

 

Results Summary

 

             Profit after tax of $1,141 million up 8.7% including significant items.  Excluding significant items profit after tax was up 7.0%.

             Earnings per ordinary share up 8.6% to 72 cents per share.

             Interim dividend 44 cents up 12.8%.

             Cost-income ratio further reduced to 45.6%.

             Specific provisions down 29% to $259 million.

 

All comparisons with 2002 Interim Results.

 

ANZ Chief Executive Officer Mr John McFarlane said: “The overall result is reasonable.  It reflects a strong performance by most of our specialist businesses offset by the one-off charge in our Credit Card business.  We are on track to deliver 8% underlying earnings growth for the full year.

 

“In recent years our financial performance based on superior execution has helped make ANZ a very different bank.   The issue we experienced in Cards was below standard and the bottom-line is we need to do better than this.

 

“The agenda at ANZ is about a distinctive strategy that is well executed and consistently delivers superior performance for shareholders, our staff, our customers and the community.

 

“Our specialist business portfolio is performing well.  However there is clearly an opportunity to raise our game further,” Mr McFarlane said.

 

For media enquiries, contact:

 

For analyst enquiries, contact:

Paul Edwards

 

Philip Gentry

Head of Group Media Relations

 

Head of Investor Relations

Tel:  03-9273 6955 or 0409-655 550

 

Tel:  03-9273 4185 or 0411-125 474

Email: paul.edwards@anz.com

 

Email: gentryp@anz.com

 

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

 



 

Chief Executive Officer’s Review
2003 Interim Results

 

Stronger underlying performance offset by one-off Cards charge

 

In the six-month period ending 31 March 2003, ANZ recorded a net profit after tax of $1,141 million, up 8.7% on the same period last year.   Earnings per share rose by 8.6% to 72 cents and cash EPS by 10.4%.  The interim dividend was increased by 12.8% to 44 cents, reflecting our strong capital position.

 

Excluding significant transactions, net profit after tax rose 7%, EPS rose 6.8% and cash EPS rose by 8.7%.

 

Return on equity was down marginally to 20.3%, but above our 20% target.  Our productivity continues to be in the top five per cent of major banks globally with the cost-income ratio further reduced to 45.6%, from 46.5%.

 

In the half, we took a one-off charge of $27 million in the Consumer Finance business.  This related to the under-accrual of loyalty points for past years.  This was inconsistent with ANZ’s normally high execution standards and action has been taken to avoid similar issues in future. Despite this, Consumer Finance has been one of our fastest growing businesses during recent years and the underlying growth in that business remains strong.

 

Of significance, in the half we settled a long-standing tax dispute with the Australian Taxation Office relating to equity product transactions, mainly from the late 1990s.  The settlement of $262 million was met from ANZ’s existing tax provisions.

 

Risk levels have improved.  Specific provisions were down by 29% to $259 million, net non-accrual loans were down 28%, and the economic loss provisioning charge as a percentage of risk-weighted assets was reduced.

 

We also ended the half with strong common equity and general reserves, and maintained our double A category rating.

 

The first half result follows a particularly strong 2002 performance.  In an environment that continues to be difficult for banks around the world, this is a reasonable result, but marginally below our internal target.

 

1



 

Our portfolio of specialist businesses is performing well

 

Our specialisation strategy is distinctive.  Eight of our seventeen specialist businesses delivered double-digit earnings growth and eleven delivered profit increases.

 

Institutional, Corporate, Mortgages, Asset Finance and Asia Pacific all produced strong performances.  Results from the ING Joint Venture were subdued in difficult equity markets, while Consumer Finance and Treasury recorded profit decreases.

 

Personal Banking Australia is worthy of special mention in the context that we are working to revitalise a business that has not been a traditional strength of ANZ.  Although earnings were not as strong as its sister businesses we are investing heavily in this segment for the long run.  The Restoring Customer Faith program, together with much of the group’s technology investment, relates to upgrading our strategic capability in this area.  Additionally we are currently experiencing the early impact of reducing the prices of our everyday banking accounts.  These are now the simplest products offering the best deal in Australia, and we expect earnings growth to remain subdued in the near term, as we work to increase market share and generate a more sustainable strategic position in this segment.

 

Risks levels have been brought down

 

The credit quality of our portfolio of assets has improved with economic loss provisioning (ELP) as a percentage of risk-weighted assets down to 40 basis points (bp) from 43bp.  Gross non-accrual loans, net non-accrual loans, new non-accrual loans and specific provisions are all down materially.  Domestic credit quality remains particularly strong.

 

The risk of our offshore energy and telecommunications exposures appears to have stabilised.  Nonetheless, we are taking steps to further reduce exposure.  While some losses are inevitable, they are containable, and we continue to expect full year specific provisions to be less than our ELP for 2003.

 

2



 

We are focused on four key priorities for the future

 

Leveraging real capabilities to build a sustainable strategic position

 

                  Leverage specialisation as a distinctive strategy

                  Leverage leading product capability to increase customer share

                  Leverage superior cost position:

                  To give customers the best deal

                  To give shareholders sustainable and growing returns

                  Leverage ANZ’s emerging and distinctive “human face” to gain:

                  Unique positioning against peers

                  Traction in earning the trust of the community

 

Growing value by creating a rich, diversified portfolio of specialised businesses

 

                  Leverage decentralisation and focus to gain distinctive momentum

                  Actively manage the portfolio to optimise sustainability, growth and return

                  Substantially raise revenue productivity in Personal Banking:

                  Develop new Banking Product and Transaction Services business

                  Further decentralise autonomy to Local CEOs

                  Enrich Restoring Customer Faith with a retailing culture

                  Upgrade customer service levels and reliability

                  Enhance productivity and financial performance in Wealth Management

                  Develop sustainable post-interchange Consumer Finance strategy

                  Regain leading position in Small to Medium Business

                  Develop the Institutional portfolio while reducing risk concentrations

                  Leverage specialised distribution in Mortgages

                  Advance the customer franchise in New Zealand through a local approach

                  Turn Asset Finance into a sustainable growth proposition

                  Create a portfolio of growth options:

                  Invest in high growth domestic franchises

                  Leverage distinctive capabilities with local partners in Asia-Pacific

 

Becoming one of the best managed and most efficient banks in the world

 

                  Make execution a distinctive capability

                  Accelerate revenue and productivity momentum in businesses

                  Rebalance higher risk segments

                  Simplify and streamline operations and technology infrastructure:

                  End-to-end rationalisation of major processes

                  Substantial cutback in technology project load

                  Leverage low-cost international locations

                  Focus on core activities and eliminate the tail

 

Being bold and different, leveraging a unique performance culture and approach

 

                  Systematically improve across all measures of high performance culture

                  Make financial management and values orientation distinctive capabilities

                  Build on ANZ’s position as a preferred employer

                  Gain community and shareholder recognition

                  Raise our game in execution to minimise surprises

 

3



 

The domestic economies remain strong in an uncertain global environment

 

The global economic environment remains challenging; in part reflecting heightened levels of geopolitical uncertainty and more recently the potential effect of SARS.  The US and world economies are likely to be weighed down over the medium-term by the continued after-effects of the collapse of the 1990’s equity market bubble.

 

Despite this relatively unfavourable external environment, the Australian and New Zealand economies are still likely to record reasonable growth in 2003.  In particular, Australia does not have to cope with the direct fallout from the collapse of an equity market bubble, which is one factor likely to underpin continued growth in business investment and businesses demand for credit.  The expected breaking of the drought in Australia could also provide a boost to economic growth this year.

 

There are clearly a number of downside risks to the outlook.  Activity in the housing market is likely to soften and weigh on housing credit growth over the period ahead.  Widespread house price declines in Australia are not expected, partly due to the benign interest rate outlook and partly because the strong rises of recent years reflect the structural decline in interest rates over the last decade.  There is also the risk that business sentiment continues to be affected by geopolitical uncertainties and leads to some deferral of investment intentions.

 

We remain on track for target earnings growth in full-year 2003 and for 2004

 

We believe domestic economic growth over the balance of 2003 is likely to remain reasonable.

 

The outlook for 2004 is likely to be similar.  In a broader sense, ANZ’s performance in 2004 will in part be a function of the economic environment, general levels of confidence and activity and the extent to which slowing mortgage growth is offset by business credit growth.

 

An important challenge is positioning the Consumer Finance business for the changes in credit card interchange levels announced by the Reserve Bank of Australia.  In this respect, we announced the combined impact of changes in credit card interchange and increased costs of loyalty programs are expected to cause a $40 million negative impact on earnings in 2004.  While the strategy for the Consumer Finance business for the period ahead is still evolving, we are confident the impact won’t exceed this $40 million estimate.

 

With respect to dividend policy, given our strong capital generation, as in this half, our current view is that we are likely to pursue a higher level of dividend growth than earnings growth, resulting in an increase over the next few years in the dividend payout ratio to an upper sixty percent level.

 

All in all, we are confident overall growth in net profit after tax for 2003 (excluding significant transactions in 2002) will be in line with market expectations of approximately 8%Additionally, notwithstanding the challenges of the global economy and in credit cards, we believe there are reasonable prospects of a similar performance level in 2004.

 

4



 

ANZ Group Management Structure

 

GROUP LEADERSHIP

 

Chief Executive Officer
John McFarlane

 

Group
Finance
Peter Marriott

 

Group Strategic
Development
Peter Hawkins

 

Group Risk

Mark Lawrence

 

Group People
Capital
Shane Freeman

 

Major Investment
Programs
Grahame Miller

 

Operations, Technology
& Shared Services
David Boyles

 

 

 

 

 

Group Treasury

 

Asia Pacific

 

 

 

 

 

 

 

 

 

 

SEGMENT LEADERSHIP

 

 

New Zealand Banking

Greg Camm

 

 

Consumer Finance

Brian Hartzer

 

 

 

 

 

 

 

 

Mortgages

Chris Cooper

 

 

Corporate
Graham Hodges

 

Small to Medium Enterprises Australia
Corporate Banking Australia

 

 

 

 

 

 

 

 

Institutional
Bob Edgar

 

Institutional Banking
Transaction Services
Foreign Exchange
Capital Markets
Structured Finance International
Corporate Financing & Advisory

 

 

Asset Finance

Elizabeth Proust

 

 

 

 

 

 

 

 

Personal Banking Australia
Elmer Funke Kupper

 

Personal Banking
Wealth Management
ING Australia

 

 

 

 

 

5



 

Australia and New Zealand Banking Group Limited

ABN 11 005 357 522

 

CONSOLIDATED FINANCIAL REPORT AND DIVIDEND ANNOUNCEMENT

Half year ended 31 March 2003

 

CONTENTS

 

HIGHLIGHTS

 

FINANCIAL HIGHLIGHTS

 

Net Profit

 

Net Profit Reconciliation

 

Profit excluding profit on sale of businesses to joint venture, NHB recovery and special general provision for doubtful debts

 

Performance Measurements

 

Statement of Financial Position

 

Assets and Capital

 

 

CHIEF FINANCIAL OFFICER’S REVIEW

 

March 2003 half year

 

Business Segment Performance

 

Geographic Segment Performance

 

 

RISK MANAGEMENT

 

COUNTRY EXPOSURES

 

FOUR YEAR SUMMARY

 

CONSOLIDATED FINANCIAL STATEMENTS – TABLE OF CONTENTS

 

AUDITORS’ REVIEW REPORT

 

DEFINITIONS

 

ALPHABETICAL INDEX

 

All amounts are in Australian dollars unless otherwise stated. The information on which this announcement is based has been reviewed by the Group’s auditors, KPMG. The Company has a formally constituted Audit Committee of the Board of Directors. This report was approved by resolution of a Committee of the Board of Directors on 23 April 2003.

 



 

HIGHLIGHTS

 

CHIEF EXECUTIVE OFFICER
John McFarlane

 

Half year results

 

 

 

 

 

Change

 

Mar ‘02

 

Net profit after tax

 

$

1,141 million

 

up 8.7

%

$

1,050m

 

Earnings per ordinary share

 

72.0 cents

 

up 8.6

%

66.3 cents

 

Cash EPS

 

74.0 cents

 

up 10.4

%

67.0 cents

 

Interim dividend

 

44 cents

 

up 12.8

%

39 cents

 

 

                  Net specific provisions, improved to $259 million, from $366 million

                  Return on ordinary shareholders equity weakened to 20.3%, from 21.6%

 

Half year results excluding significant transactions(1)

 

 

 

 

 

Change

 

Mar ‘02

 

Net profit after tax

 

$

1,141 million

 

up 7.0

%

$

1,066m

 

Earnings per ordinary share

 

72.0 cents

 

up 6.8

%

67.4 cents

 

Cash EPS

 

74.0 cents

 

up 8.7

%

68.1 cents

 

Return on ordinary shareholders’ equity

 

20.3

%

down 1.7

%

22.0

%

Cost to income

 

45.6

%

down 0.9

%

46.5

%

 


(1)               Significant transactions during half year ended 31 March 2002 were NHB recovery ($159 million after tax) and special provision for doubtful debts ($175 million after tax)

 

1



 

FINANCIAL HIGHLIGHTS

 

Net Profit

 

 

 

Half
year
Mar 03

 

Half
year
Sep 02

 

Half
year
Mar 02

 

Movt
Mar 03
v. Sep 02

 

Movt
Mar 03
v. Mar 02

 

 

 

$M

 

$M

 

$M

 

%

 

%

 

Net interest income

 

2,140

 

2,053

 

1,965

 

4

%

9

%

Other operating income

 

1,352

 

1,561

 

1,409

 

-13

%

-4

%

Operating income

 

3,492

 

3,614

 

3,374

 

-3

%

3

%

Operating expenses

 

(1,602

)

(1,575

)

(1,330

)

2

%

20

%

Profit before debt provision

 

1,890

 

2,039

 

2,044

 

-7

%

-8

%

Provision for doubtful debts

 

(303

)

(309

)

(551

)

-2

%

-45

%

Profit before income tax

 

1,587

 

1,730

 

1,493

 

-8

%

6

%

Income tax expense

 

(444

)

(457

)

(441

)

-3

%

1

%

Outside equity interests

 

(2

)

(1

)

(2

)

100

%

 

Net profit attributable to members of the Company

 

1,141

 

1,272

 

1,050

 

-10

%

9

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Profit Reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit excluding profit after tax from sale of businesses to joint venture NHB recovery and special general provision for doubtful debts

 

1,141

 

1,102

 

1,066

 

4

%

7

%

Special general provision for doubtful debts after tax

 

 

 

(175

)

n/a

 

n/a

 

Recovery from NHB litigation after tax

 

 

 

159

 

n/a

 

n/a

 

Profit on sale of businesses to ING joint venture after tax

 

 

170

 

 

-100

%

n/a

 

Net profit attributable to members of the Company

 

1,141

 

1,272

 

1,050

 

-10

%

9

%

 

 

 

 

 

 

 

 

 

 

 

 

Profit excluding profit on sale of businesses to joint venture, NHB recovery and special general provision for doubtful debts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Half
year
Mar 03

 

Half
year
Sep 02

 

Half
year
Mar 02

 

Movt
Mar 03
v. Sep 02

 

Movt
Mar 03
v. Mar 02

 

 

 

$M

 

$M

 

$M

 

%

 

%

 

Net interest income

 

2,140

 

2,053

 

1,965

 

4

%

9

%

Other operating income

 

1,352

 

1,387

 

1,409

 

-3

%

-4

%

Operating income

 

3,492

 

3,440

 

3,374

 

2

%

3

%

Operating expenses

 

(1,602

)

(1,575

)

(1,578

)

2

%

2

%

Profit before debt provision

 

1,890

 

1,865

 

1,796

 

1

%

5

%

Provision for doubtful debts

 

(303

)

(309

)

(301

)

-2

%

1

%

Profit before income tax

 

1,587

 

1,556

 

1,495

 

2

%

6

%

Income tax expense

 

(444

)

(453

)

(427

)

-2

%

4

%

Outside equity interests

 

(2

)

(1

)

(2

)

100

%

 

Net profit adjusted for significant transactions

 

1,141

 

1,102

 

1,066

 

4

%

7

%

 

2



 

Performance Measurements

 

 

 

Half
year
Mar 03

 

Half
year
Sep 02

 

Half
year
Mar 02

 

 

 

$M

 

$M

 

$M

 

EVATM(1)

 

735

 

736

 

702

 

Profitability ratios

 

 

 

 

 

 

 

Return on:

 

 

 

 

 

 

 

Average ordinary shareholders’ equity(2)

 

20.3

%

24.8

%

21.6

%

Average ordinary shareholders’ equity(2) excluding significant transactions(4)

 

20.3

%

21.3

%

22.0

%

Average assets

 

1.22

%

1.43

%

1.18

%

Average risk weighted assets

 

1.57

%

1.83

%

1.54

%

Total income

 

17.1

%

19.6

%

17.1

%

Net interest average margin

 

2.71

%

2.79

%

2.75

%

Profit per average FTE ($)

 

51,077

 

56,011

 

46,464

 

Efficiency ratios(3)

 

 

 

 

 

 

 

Operating expenses to operating income (excluding significant transactions(4))

 

45.6

%

45.5

%

46.5

%

Operating expenses to operating income

 

45.6

%

43.3

%

39.1

%

Operating expenses (excluding significant transactions)(4) to average assets

 

1.7

%

1.8

%

1.8

%

Operating expenses to average assets

 

1.7

%

1.8

%

1.5

%

Debt provisioning

 

 

 

 

 

 

 

Economic loss provisioning ($M)

 

303

 

309

 

301

 

Special general provision charge ($M)

 

 

 

250

 

Net specific provisions ($M)

 

259

 

362

 

366

 

Earnings per ordinary share (cents)

 

 

 

 

 

 

 

Earnings per ordinary share (basic)

 

72.0

 

81.0

 

66.3

 

Earnings per ordinary share (diluted)

 

71.7

 

80.6

 

66.0

 

Earnings per ordinary share (basic) excluding significant transactions(4)

 

72.0

 

69.6

 

67.4

 

Earnings per ordinary share (basic) excluding significant transactions and goodwill amortisation(5)

 

74.0

 

71.5

 

68.1

 

Ordinary share dividends (cents)

 

 

 

 

 

 

 

Interim - 100% franked (Mar 02: 100% franked)

 

44

 

n/a

 

39

 

Final - 100% franked (Sep 02: 100% franked)

 

n/a

 

46

 

n/a

 

Dividend payout ratio(6)

 

61.3

%

57.0

%

58.9

%

Preference share dividend

 

 

 

 

 

 

 

Dividend paid ($M)

 

54

 

57

 

60

 

 


(1)       See page 10 for reconciliation to reported net profit

(2)       Ordinary shareholders’ equity excluding outside equity interests

(3)       Operating expenses $1,593 million (Sep 2002: $1,565 million; Mar 2002: $1,320 million) excludes goodwill amortisation $9 million (Sep 2002: $10 million; Mar 2002: $10 million).  Excluding goodwill amortisation decreases the ratio by 0.3% (Sep 2002: 0.3%; Mar 2002: 0.3%)

(4)       Significant transaction during the half year ended 30 September 2002 was sale of business to INGA; during half year ended 31 March 2002 were NHB recovery and special general provision for doubtful debts.  See page 2 for reconciliation of net profit excluding significant transactions to reported net profit

(5)       Earnings used in ratio of $1,118 million (Sep 2002: $1,073 million; Mar 2002: $1,016 million) excludes significant transactions $nil (Sep 2002: $170 million net profit; Mar 2002: ($16 million) net loss) and goodwill amortisation $31 million (Sep 2002: $28 million; Mar 2002: $10 million)

(6)       Dividend payout ratio is calculated using the dividend declared but not paid at 31 March 2003

 

3



 

Statement of Financial Position

 

 

 

As at
Mar 03

 

As at
Sep 02

 

As at
Mar 02

 

Movt
Mar 03
v. Sep 02

 

Movt
Mar 03
v. Mar 02

 

 

 

$M

 

$M

 

$M

 

%

 

%

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Liquid assets

 

7,759

 

7,410

 

6,752

 

5

%

15

%

Due from other financial institutions

 

3,123

 

3,815

 

3,468

 

-18

%

-10

%

Trading and investment securities

 

9,520

 

9,482

 

7,905

 

 

20

%

Net loans and advances including acceptances

 

155,235

 

145,856

 

139,779

 

6

%

11

%

Other

 

14,881

 

16,542

 

18,685

 

-10

%

-20

%

Total assets

 

190,518

 

183,105

 

176,589

 

4

%

8

%

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Due to other financial institutions

 

8,824

 

10,860

 

8,215

 

-19

%

7

%

Deposits and other borrowings

 

122,256

 

113,297

 

105,616

 

8

%

16

%

Liability for acceptances

 

13,270

 

13,796

 

14,512

 

-4

%

-9

%

Bonds and notes

 

14,917

 

14,708

 

14,437

 

1

%

3

%

Other

 

18,766

 

18,979

 

23,006

 

-1

%

-18

%

Total liabilities

 

178,033

 

171,640

 

165,786

 

4

%

7

%

Total shareholders’ equity

 

12,485

 

11,465

 

10,803

 

9

%

16

%

 

4



 

Assets and Capital

 

 

 

As at
Mar 03

 

As at
Sep 02

 

As at
Mar 02

 

Movt
Mar 03
v. Sep 02

 

Movt
Mar 03
v. Mar 02

 

 

 

$M

 

$M

 

$M

 

%

 

%

 

Total assets

 

190,518

 

183,105

 

176,589

 

4

%

8

%

Risk weighted assets

 

148,603

 

141,390

 

135,418

 

5

%

10

%

Shareholders’ equity(1), (2)

 

12,468

 

11,448

 

10,789

 

9

%

16

%

 

 

 

 

 

 

 

 

 

 

 

 

Total advances

 

157,323

 

147,937

 

141,914

 

6

%

11

%

Net advances

 

155,235

 

145,856

 

139,779

 

6

%

11

%

Net tangible assets per ordinary share ($)

 

7.32

 

6.58

 

6.14

 

11

%

19

%

Net tangible assets attributable to ordinary shareholders

 

11,072

 

9,893

 

9,191

 

12

%

20

%

Total number of ordinary shares (M)

 

1,513.4

 

1,503.9

 

1,495.7

 

1

%

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at
Mar 03

 

As at
Sep 02

 

As at
Mar 02

 

Movt
Mar 03
v. Sep 02

 

Movt
Mar 03
v. Mar 02

 

 

 

%

 

%

 

%

 

%

 

%

 

Capital adequacy ratio (%)

 

 

 

 

 

 

 

 

 

 

 

Inner Tier 1

 

6.9

%

6.9

%

6.8

%

 

1

%

Tier 1

 

7.7

%

7.9

%

7.8

%

-3

%

-1

%

Tier 2

 

3.4

%

2.8

%

3.1

%

21

%

10

%

Total capital ratio

 

9.9

%

9.5

%

10.4

%

4

%

-5

%

Adjusted common equity ratio

 

5.7

%

5.7

%

6.3

%

 

-10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at
Mar 03

 

As at
Sep 02

 

As at
Mar 02

 

Movt
Mar 03
v. Sep 02

 

Movt
Mar 03
v. Mar 02

 

 

 

$M

 

$M

 

$M

 

%

 

%

 

Impaired assets

 

 

 

 

 

 

 

 

 

 

 

General provision

 

1,530

 

1,496

 

1,546

 

2

%

-1

%

General provision as a % of risk weighted assets

 

1.03

%

1.06

%

1.14

%

-3

%

-10

%

Gross non-accrual loans

 

1,153

 

1,203

 

1,357

 

-4

%

-15

%

Specific provisions

 

(553

)

(575

)

(524

)

-4

%

6

%

Net non-accrual loans

 

600

 

628

 

833

 

-4

%

-28

%

Specific provision as a % of total non-accrual loans

 

48.0

%

47.8

%

38.6

%

 

24

%

Total provisions(3) as a % of non-accrual loans

 

180.7

%

172.2