TIDMCW30
RNS Number : 0531Y
Bank of Queensland Limited
02 May 2023
Information Memorandum
Bank of Queensland Limited
(ABN 32 009 656 740)
(Incorporated with limited liability in the Commonwealth of
Australia)
U.S.$4,000,000,000
Euro Medium Term Note Programme
Arranger
UBS Investment Bank
Dealers
Barclays Nomura UBS Investment Bank
The date of this Information Memorandum is 24 April 2023
This Information Memorandum comprises a base prospectus for the
purpose of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus
Regulation") and Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA") (the "UK Prospectus Regulation"), replaces and
supersedes the Information Memorandum dated 20 April 2021
describing the Programme (as defined below). Any Notes (as defined
below) issued under the Programme on or after the date of this
Information Memorandum are issued subject to the provisions
contained herein. This does not affect any Notes already
issued.
Under the Euro Medium Term Note Programme described in this
Information Memorandum (the "Programme"), Bank of Queensland
Limited (ABN 32 009 656 740) (the "Issuer" or the "Bank"), subject
to compliance with all relevant laws, regulations and directives,
may from time to time issue Euro Medium Term Notes (the "Notes").
The aggregate nominal amount of Notes outstanding will not at any
time exceed U.S.$4,000,000,000 (or the equivalent in other
currencies) or such higher amount as may be agreed by the Issuer
and the Dealers (as defined in " Subscription and Sale ").
Notes will be issued in one or more series (each a "Series").
Each Series shall be in bearer form and may be issued in one or
more tranches (each a "Tranche") on different issue dates. Notes of
each Series will have the same maturity date, bear interest on the
same basis and at the same rate and be issued on terms otherwise
identical (except in relation to interest commencement dates and
matters related thereto).
Each Tranche of Notes will be represented on issue by a
temporary global note (each a "Temporary Global Note") which may be
deposited on the issue date with a common depositary on behalf of
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A.
("Clearstream, Luxembourg") and/or any other agreed clearing
system. The provisions governing the exchange of interests in
Temporary Global Notes for permanent global notes (each a
"Permanent Global Note") and Definitive Notes are described in Form
of the Notes.
This Information Memorandum has been approved as a base
prospectus by the Financial Conduct Authority (the "FCA"), as
competent authority under the UK Prospectus Regulation. The FCA
only approves this Information Memorandum as meeting the standards
of completeness, comprehensibility and consistency imposed by the
UK Prospectus Regulation. Such approval should not be considered as
an endorsement of the Issuer and the quality of the Notes that are
the subject of this Information Memorandum. Investors should make
their own assessment as to the suitability of investing in the
Notes.
This Information Memorandum (as supplemented as at the relevant
time, if applicable) is valid for 12 months from its date in
relation to Notes which are to be admitted to trading on a
regulated market in the United Kingdom (the "UK"). The obligation
to supplement this Information Memorandum in the event of a
significant new factor, material mistake or material inaccuracy
does not apply when this Information Memorandum is no longer
valid.
The requirement to publish a prospectus under the Prospectus
Regulation only applies to Notes which are to be admitted to
trading on a regulated market in the European Economic Area (the
"EEA") and/or offered to the public in the EEA other than in the
circumstances where an exemption is available under Article 1(4)
and/or 3(2) of the Prospectus Regulation. The requirement to
publish a prospectus under the Financial Services and Markets Act
2000 (the "FSMA") only applies to Notes which are admitted to
trading on a UK regulated market as defined in Regulation (EU) No
600/2014 on markets in financial instruments as it forms part of
domestic law by virtue of the EUWA ("UK MiFIR") and/or offered to
the public in the UK other than in circumstances where an exemption
is available under section 86 of the FSMA.
Application has been made to the FCA for Notes issued under the
Programme during the period of 12 months from the date of this
Information Memorandum to be admitted to the official list of the
FCA (the "Official List") and to the London Stock Exchange plc (the
"London Stock Exchange") for such Notes to be admitted to trading
on the London Stock Exchange's main market. References in this
Information Memorandum to Notes being "listed" (and related
references) on the London Stock Exchange shall mean that such Notes
have been admitted to trading on the London Stock Exchange's main
market and have been admitted to the Official List. The London
Stock Exchange's main market is a UK regulated market for the
purposes of UK MiFIR (the "main market of the London Stock
Exchange").
Notice of the aggregate nominal amount of, interest (if any)
payable in respect of, the issue price of, and certain other
information which is applicable to, the Notes of each Tranche will
be set forth in the applicable Final Terms (the "Final Terms")
which, with respect to Notes to be listed on the London Stock
Exchange, will be delivered to the FCA and, where listed, the
London Stock Exchange on or before the date of issue of the Notes
of such Tranche. Copies of the Final Terms in relation to Notes to
be listed on the London Stock Exchange will also be published on
the website of the London Stock Exchange through a regulatory
information service.
Amounts payable on Floating Rate Notes may be calculated by
reference to one of the Euro Interbank Offered Rate ("EURIBOR"),
the Sterling Overnight Index Average ("SONIA") or the Secured
Overnight Financing Rate ("SOFR") as specified in the relevant
Final Terms. As at the date of this Information Memorandum, the
administrator of EURIBOR European Money Markets Institute, is
included in the European Securities and Markets Authority's
("ESMA") register of administrators under Article 36 of Regulation
(EU) No. 2016/1011 (the "EU Benchmarks Regulation") and the FCA's
register of administrators under Article 36 of Regulation (EU) No
2016/1011 as it forms part of domestic law by virtue of the EUWA
("UK Benchmarks Regulation") (together with the EU Benchmarks
Regulation, the "Benchmarks Regulations") and the administrator of
SOFR, European Money Markets Institute, is included in the FCA's
register of administrators under the UK Benchmarks Regulation. As
at the date of this Information Memorandum, the administrator of
SONIA, the Bank of England, is not required to obtain authorisation
or registration under Article 2 of the EU Benchmarks Regulation
and/or the UK Benchmarks Regulation.
The registration status of any administrator under the EU
Benchmarks Regulation and/or the UK Benchmarks Regulation is a
matter of public record and, save where required by applicable law,
the Issuer does not intend to update any Final Terms to reflect any
change in the registration status of the administrator.
The Issuer has a long term credit rating of A3 by Moody's
Investors Service Pty. Limited ("Moody's"), A- by Fitch Australia
Pty. Ltd. ("Fitch") and BBB+ by S&P Global Ratings Australia
Pty Ltd ("S&P") and a short term credit rating of P-2 by
Moody's, F2 by Fitch and A-2 by S&P. The Programme has been
rated BBB+ in respect of long-term unsecured and unsubordinated
notes; and A-2 in respect of short--term unsecured and
unsubordinated notes, respectively, by S&P. None of these
entities are registered in the European Union ("EU") or in the UK
and none of these entities have applied for registration under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation")
or under Regulation (EC) No. 1060/2009 as it forms part of domestic
law by virtue of the EUWA (the "UK CRA Regulation"). In general,
and subject to certain exceptions (including the exception outlined
below), EU regulated investors are restricted under the CRA
Regulation from using a credit rating for regulatory purposes in
the EEA if such a credit rating is not issued by a credit rating
agency established in the EEA and registered under the CRA
Regulation (or endorsed by an EEA-registered credit rating agency
or the relevant third country rating agency is certified in
accordance with the CRA Regulation (and such endorsement action or
certification, as the case may be, has not been withdrawn or
suspended, subject to transitional provisions that apply in certain
circumstances). Investors regulated in the UK are subject to
similar restrictions under the UK CRA Regulation. The rating by
S&P has been endorsed by S&P Global Ratings Europe Limited,
the rating by Moody's has been endorsed by Moody's Deutschland GmbH
and the rating by Fitch has been endorsed by Fitch Ratings Ireland
Limited, each in accordance with the CRA Regulation, and have not
been withdrawn. S&P Global Ratings Europe Limited, Moody's
Deutschland GmbH, and Fitch Ratings Ireland Limited are included in
the list of credit rating agencies published by the European
Securities and Markets Authority ("ESMA") on its website (at
https://
www.esma.europa.eu/page/List--registered--and--certified-CRAs ) in
accordance with the CRA Regulation. The rating by S&P has been
endorsed by S&P Global Ratings UK Limited, the rating by
Moody's has been endorsed by Moody's Investors Service Ltd, and the
rating by Fitch has been endorsed by Fitch Ratings Limited, in each
case in accordance with the UK CRA Regulation and have not been
withdrawn. There can be no assurance that such endorsement of the
credit ratings of S&P, Moody's and Fitch will continue.
Subject as provided in the applicable Final Terms, the only
persons authorised to use this Information Memorandum in connection
with an offer of Notes are the persons named in the applicable
Final Terms as the relevant Dealer or the Managers, as the case may
be.
This Information Memorandum is to be read in conjunction with
all documents or parts of which are deemed to be incorporated in it
by reference (see " Documents Incorporated by Reference "). This
Information Memorandum shall be read and construed on the basis
that those documents are incorporated in and form part of this
Information Memorandum.
Other than in relation to the documents which are deemed to be
incorporated by reference (see " Documents Incorporated by
Reference "), the information on the websites to which this
Information Memorandum refers does not form part of this
Information Memorandum and has not been scrutinised or approved by
the FCA.
The Issuer (the "Responsible Person") accepts responsibility for
the information contained in this Information Memorandum and the
applicable Final Terms for each Tranche of Notes issued under the
Programme. To the best of the knowledge of the Issuer, the
information contained in this Information Memorandum is in
accordance with the facts and this Information Memorandum makes no
omission likely to affect its import.
No person is or has been authorised by the Issuer to give any
information or to make any representation not contained in or not
consistent with this Information Memorandum or any other
information supplied in connection with the Programme or the Notes
and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer, any of the
Dealers or the Arranger (as defined in " Overview of the Programme
"). Neither the delivery of this Information Memorandum nor any
sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs
of the Issuer or its Subsidiaries (as defined below) taken as a
whole (the "Group") since the date hereof or the date upon which
this Information Memorandum has been most recently amended or
supplemented or that there has been no adverse change in the
financial position of the Issuer or the Group since the date hereof
or the date upon which this Information Memorandum has been most
recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The distribution of this Information Memorandum and the offering
or sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Information Memorandum
comes are required by the Issuer, the Dealers and the Arranger to
inform themselves about and to observe any such restriction. The
Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act")
and include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons. For a description of
certain restrictions on offers and sales of Notes and on
distribution of this Information Memorandum, see " Subscription and
Sale ".
This Information Memorandum does not constitute an offer of, or
an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
Neither the Arranger nor the Dealers have independently verified
the information contained in this Information Memorandum. None of
the Dealers or the Arranger makes any representation, express or
implied, or accepts any responsibility or liability, with respect
to the accuracy or completeness of any of the information contained
or incorporated in this Information Memorandum or any other
information provided by the Issuer in connection with the
Programme. Neither this Information Memorandum nor any other
financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a
recommendation or a statement of opinion, or a report of either of
those things, by any of the Issuer, the Arranger or the Dealers
that any recipient of this Information Memorandum or any other
financial statements should purchase any of the Notes. Each
potential purchaser of Notes should determine for itself the
relevance of the information contained in this Information
Memorandum and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Dealers or the
Arranger undertakes to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this
Information Memorandum nor to advise any investor or potential
investor in any Notes of any information coming to the attention of
any of the Dealers or the Arranger. None of the Dealers or the
Arranger accepts any liability in relation to the information
contained or incorporated by reference in this Information
Memorandum or any other information provided by the Issuer in
connection with the Programme.
Neither the Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish
or supplement a prospectus for such offer.
PRIIPs / IMPORTANT - EEA RETAIL INVESTORS - If the Final Terms
in respect of any Notes includes a legend entitled " Prohibition of
Sales to EEA Retail Investors ", the Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the EEA. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
(ii) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA
or in the UK may be unlawful under the PRIIPs Regulation.
PRIIPs / IMPORTANT - UK RETAIL INVESTORS - If the Final Terms in
respect of any Notes includes a legend entitled " Prohibition of
Sales to UK Retail Investors ", the Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or (ii) a customer within the
meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) not a
qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA42.
Consequently no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in
respect of any Notes may include a legend entitled "MiFID II
Product Governance" which will outline the outcome of the target
market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about
whether, for the purpose of the MiFID Product Governance rules
under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing, or procuring
subscribers, for any Notes is a manufacturer in respect of such
Notes where such Dealer is required to make such a determination
for the purposes of compliance with the MiFID Product Governance
Rules, but otherwise neither the Arranger nor the Dealers nor any
of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET - The Final Terms in
respect of any Notes may include a legend entitled "UK MiFIR
Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into
consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about
whether, for the purpose of the UK MiFIR Product Governance Rules,
any Dealer subscribing for any Notes is a manufacturer in respect
of such Notes, but otherwise neither the Arranger nor the Dealers
nor any of their respective affiliates will be a manufacturer for
the purpose of the UK MiFIR Product Governance Rules.
Notification under section 309B(1)(c) of the Securities and
Futures Act 2001 of Singapore (the "SFA") - The Issuer has
determined, and hereby notifies all relevant persons as defined in
Section 309A(1) of the SFA that, unless otherwise stated in the
Final Terms in respect of any Notes, all Notes issued or to be
issued under the Programme are classified as "prescribed capital
markets products" (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and "Excluded
Investment Products" (as defined in the Monetary Authority of
Singapore ("MAS") Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
The Notes may not be a suitable investment for all investors.
Each potential investor in the Notes must determine the suitability
of that investment in light of its own circumstances. In
particular, each potential investor may wish to consider, either on
its own or with the help of its financial and other professional
advisers, whether it:
(i) has sufficient knowledge and experience to make a meaningful
evaluation of the Notes, the merits and risks of investing in the
Notes and the information contained or incorporated by reference in
this Information Memorandum or any applicable supplement;
(ii) has access to, and knowledge of, appropriate analytical
tools to evaluate, in the context of its particular financial
situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(iii) has sufficient financial resources and liquidity to bear
all of the risks of an investment in the Notes, including Notes
where the currency for principal or interest payments is different
from the potential investor's currency;
(iv) understands thoroughly the terms of the Notes and is
familiar with the behaviour of any relevant indices and financial
markets; and
(v) is able to evaluate possible scenarios for economic,
interest rate and other factors that may affect its investment and
its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments
as the investment activities of certain investors are subject to
legal investment laws and regulations, or review or regulation by
certain authorities. Each potential investor should consult its
legal advisers to determine whether and to what extent (1) Notes
are legal investments for it, (2) Notes can be used as collateral
for various types of borrowing and (3) other restrictions apply to
its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
In connection with the issue of any Tranche of Notes, the Dealer
or Dealers (if any) acting as the "Stabilising Manager(s)" (or
persons acting on behalf of any Stabilising Manager(s)) may,
outside Australia and on a financial market operated outside
Australia, over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may
cease at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted
by the relevant Stabilising Manager(s) (or persons acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable
laws and rules.
In this Information Memorandum, unless otherwise specified or
the context otherwise requires, references to "U.S. dollars",
"U.S.$" and "cents" are to the currency of the United States of
America, to "A$", "$" and "dollars" are to the currency of the
Commonwealth of Australia, to "GBP" and "Sterling" are to the
currency of the United Kingdom and to "euro", "EUR" and "EUR" are
to the currency introduced at the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
In this Information Memorandum, unless the contrary intention
appears, a reference to a law or a provision of a law is a
reference to that law or provision as extended, amended or
re-enacted.
Documents Incorporated by Reference
The following documents which have previously been published
shall be incorporated in, and form part of, this Information
Memorandum:
-- the Financial Accounts for the year ended 31 August 2021
(including the directors' report, auditors' report, the audited
consolidated financial statements of the Issuer in respect of the
year ended 31 August 2021 and notes thereon) as set out from page
11 to page 75 and from page 108 to page 194 of the 2021 Annual
Report (
https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-results/2021/annual-report-2021.pdf
);
-- the Financial Accounts for the year ended 31 August 2022
(including the directors' report, auditors' report, the audited
consolidated financial statements of the Issuer in respect of the
year ended 31 August 2022 and notes thereon) as set out from page
12 to page 70 and from page 106 to page 188 of the 2022 Annual
Report (
https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-results/2022/annual-report-2022.pdf
);
-- the Financial Accounts for the half year ended 28 February
2022 (including the auditor's review report, the consolidated
interim financial statements of the Issuer in respect of the half
year ended 29 February 2022 and notes thereon) as set out from page
39 to page 65 of the 2022 Half Year Report (
https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-information/boq-interim-report-1h22-report-final.pdf
); and
-- the Financial Accounts for the half year ended 28 February
2023 (including the auditor's review report, the consolidated
interim financial statements of the Issuer in respect of the half
year ended 28 February 2023 and notes thereon) as set out from page
33 to page 59 of the 2023 Half Year Report (
https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-information/boq-interim-report-1h23-report-final.pdf
) .
The documents incorporated by reference herein listed above can
be viewed online at
https://www.boq.com.au/Shareholder-centre/debt-investor-information/Debt-Programmes
Following the publication of this Information Memorandum a
supplement may be prepared by the Issuer and approved by the FCA in
accordance with Article 23 of the UK Prospectus Regulation.
Statements contained in any such supplement (or contained in any
document incorporated by reference therein) shall, to the extent
applicable (whether expressly, by implication or otherwise), be
deemed to modify or supersede statements contained in this
Information Memorandum or in a document which is incorporated by
reference in this Information Memorandum. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Information Memorandum and
are available for viewing at
https://www.boq.com.au/Shareholder-centre/debt-investor-information/Debt-Programmes
.
Any document incorporated by reference in any of the documents
described above does not form part of this Information Memorandum.
Any non-incorporated parts of a document referred to herein are
either deemed not relevant for an investor or are otherwise covered
elsewhere in this Information Memorandum.
Supplemental Information Memorandum
The Issuer will, in the event of any significant new factor,
material mistake or material inaccuracy relating to information
included in this Information Memorandum which is capable of
affecting the assessment of any Notes, prepare a supplement to this
Information Memorandum or publish a new Information Memorandum for
use in connection with any subsequent issue of Notes. The Issuer
has undertaken to the Dealers in the Dealer Agreement (as defined
in " Subscription and Sale ") that it will comply with section 87G
of FSMA.
Table of Contents
Page
Overview of the Programme 11
Risk Factors 17
Form of the Notes 46
Terms and Conditions of the Notes 49
Use of Proceeds 92
Bank of Queensland Limited 93
Australian Taxation 100
United Kingdom Taxation, FATCA Disclosure, Common Reporting
Standard and the Proposed Financial Transactions Tax
105
Subscription and Sale 108
Form of Final Terms 116
General Information 127
Overview of the Programme
The following overview is qualified in its entirety by the
remainder of this Information Memorandum and, in relation to the
terms and conditions of any Tranche, by the applicable Final Terms.
Words and expressions defined in the " Terms and Conditions of the
Notes " shall have the same meanings in this summary.
Issuer: Bank of Queensland Limited (ABN 32 009 656 740)
Issuer Legal Entity Identifier (LEI): 549300WFIN7T02UKDG08
Description: Euro Medium Term Note Programme
Size: Up to U.S.$4,000,000,000 (or the equivalent in other
currencies at the date of issue) aggregate
nominal amount of Notes outstanding at any one time.
Arranger: UBS AG London Branch
Dealers: Barclays Bank PLC
Nomura International plc
UBS AG London Branch
The Issuer may from time to time terminate the appointment of
any Dealer under the Programme
or appoint additional dealers either in respect of one or more
Tranches or in respect of the
whole Programme.
Agent: Citibank, N.A., London Branch
Method of Issue: The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued
in Series having one or more issue dates and on terms
otherwise identical (or identical other
than in respect of the interest commencement date and related
matters), the Notes of each
Series being intended to be interchangeable with all other
Notes of that Series. Each Series
may be issued in Tranches on the same or different issue
dates. The specific terms of each
Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions
and, save in respect of the issue date, issue price, first
payment of interest and nominal
amount of the Tranche, will be identical to the terms of other
Tranches of the same Series)
will be set out in a Final Terms.
Issue Price: Notes may be issued at their nominal amount or at a discount
or premium to their nominal amount.
Form of Notes: The Notes will be issued in bearer form only. Each Tranche of
Notes will be represented on
issue by a Temporary Global Note which will be deposited on
the issue date with a common depositary
on behalf of Euroclear and Clearstream, Luxembourg and/or any
other agreed clearing system
and which will be exchangeable, upon request, as described
therein for either a Permanent
Global Note or Definitive Notes (as indicated in the
applicable Final Terms and subject, in
the case of Definitive Notes, to such notice period as is
specified in the applicable Final
Terms) in each case not earlier than 40 days after the issue
date upon certification of non-U.S.
beneficial ownership as required by U.S. Treasury regulations.
A Permanent Global Note will
be exchangeable for Definitive Notes (as specified in the
applicable Final Terms), either
(i) upon not less than 60 days' written notice from Euroclear
and/or Clearstream, Luxembourg
(acting on the instructions of any holder of an interest in
such Permanent Global Note) to
the Agent as described therein ([1]) or (ii) upon the
occurrence of an Exchange Event (as
defined in " Form of the Notes " below). Any interest in a
Global Note will be transferable
only in accordance with the rules and procedures for the time
being of Euroclear and/or Clearstream,
Luxembourg and/or any other agreed clearing system, as
appropriate.
Clearing Systems: Euroclear, Clearstream, Luxembourg and, in relation to any
Tranche, such other clearing system
as may be agreed between the Issuer, the relevant Dealer(s)
and the Agent.
Initial Delivery of Notes: Temporary Global Notes may be deposited with Euroclear and/or
Clearstream, Luxembourg or any
other clearing system or may be delivered outside any clearing
system provided that the method
of such delivery has been agreed in advance by the Issuer, the
relevant Dealer(s) and the
Agent.
Currencies: Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued
in Australian dollars, Canadian dollars, Danish kroner, euro,
Hong Kong dollars, New Zealand
dollars, Sterling, Swedish kronor, Swiss francs or U.S.
dollars or in other currencies if
the Issuer and the relevant Dealer(s) so agree.
Maturities: Such maturities as may be agreed between the Issuer and the
relevant Dealer(s) and as indicated
in the applicable Final Terms, subject to such minimum or
maximum maturities as may be allowed
or required from time to time by the relevant central bank (or
equivalent body) or any laws
or regulations applicable to the Issuer or the relevant
currency.
At the date of this Information Memorandum, the minimum
maturity of all Notes is one month.
Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted
in the UK, constitute deposits for the purposes of the
prohibition on accepting deposits contained
in section 19 of the FSMA unless they are issued to a limited
class of professional investors
and have a denomination of at least GBP100,000 or its
equivalent, see " Subscription and Sale
".
Denomination: Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant
Dealer and as indicated in the applicable Final Terms save
that the minimum denomination of
each Note will be such as may be allowed or required from time
to time by the relevant central
bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified
Currency (see also " Currencies " above) and save that the
minimum denomination of each Note
admitted to trading on a regulated market within the EEA or
offered to the public in a Member
State of the EEA in circumstances which otherwise require the
publication of a prospectus
under the Prospectus Regulation will be EUR100,000 (or, if the
Notes are denominated in a
currency other than euro, the equivalent amount in such
currency) and save that the minimum
denomination of each Note will be EUR100,000 (or, if the Notes
are denominated in a currency
other than euro, the equivalent amount in such currency)
unless it is to be admitted to trading
only on a regulated market, or a specific segment of a
regulated market, to which only qualified
investors (as defined in the UK Prospectus Regulation) have
access.
Fixed Rate Notes: Fixed interest will be payable in arrear on such date or dates
in each year as may be agreed
between the Issuer and the relevant Dealer(s) and on
redemption and will be calculated on
the basis of such Day Count Fraction as may be agreed between
the Issuer and the relevant
Dealer(s).
Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:
(i) on the basis of the reference rate set out in the
applicable Final Terms; or
(ii) on such other basis as may be agreed between the Issuer
and the relevant Dealer(s),
in each case as set out in the applicable Final Terms.
The margin (if any) relating to such floating rate will be
agreed between the Issuer and the
relevant Dealer(s) for each Series of Floating Rate Notes.
Other provisions in relation to Floating Rate Notes: Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Interest on Floating Rate Notes in respect of each Interest
Period, as selected prior to issue
by the Issuer and the relevant Dealer(s), will be payable on
such Interest Payment Dates as
are specified in, or determined pursuant to, the applicable
Final Terms and will be calculated
on the basis of such Day Count Fraction as may be agreed by
the Issuer and the relevant Dealer(s).
Benchmark Discontinuation: In the case of Floating Rate Notes, if the Issuer determines
that a Benchmark Event has occurred,
the relevant benchmark or screen rate may be replaced by a
Successor Rate or, if there is
no Successor Rate but the Issuer determines there is an
Alternative Rate (acting in good faith
and by reference to such sources as it deems appropriate,
which may include consultation with
an Independent Adviser), such Alternative Rate. An Adjustment
Spread may also be applied to
the Successor Rate or the Alternative Rate (as the case may
be), together with any Benchmark
Amendments (which in the case of any Alternative Rate, any
Adjustment Spread unless formally
recommended or provided for and any Benchmark Amendments shall
be determined by the Issuer
acting in good faith and by reference to such sources as it
deems appropriate, which may include
consultation with an Independent Adviser). For further
information, see Condition 4(d) .
Zero Coupon Notes: Zero Coupon Notes will not bear interest and will be offered
and sold at a discount to their
nominal amount unless otherwise specified in the applicable
Final Terms.
Redemption: The Final Terms relating to each Tranche of Notes will
indicate either that the Notes of such
Tranche cannot be redeemed prior to their stated maturity or
that such Notes will be redeemable
at the option of the Issuer and/or the Noteholders upon giving
not less than 15 nor more than
30 days' irrevocable notice (or such other notice period (if
any) as is indicated in the applicable
Final Terms) to the Noteholders or the Issuer, as the case may
be, on a date or dates specified
prior to such stated maturity and at a price or prices and on
such terms as are indicated
in the applicable Final Terms. The Notes will also be
redeemable for taxation reasons or following
an Event of Default.
Status of the Notes: Notes and any relevant Coupons will be direct, unconditional,
unsubordinated and (subject
to Condition 3 (" Negative Pledge ")) unsecured obligations of
the Issuer and (subject as
provided above) will rank pari passu, without any preference
among themselves, with all other
outstanding unsecured and unsubordinated obligations of the
Issuer, present and future (other
than obligations preferred by mandatory provisions of law) -
see Condition 2 (" Status of
the Notes ").
The Issuer is an "authorised deposit-taking institution"
("ADI") as that term is defined under
the Banking Act 1959 of Australia ("Banking Act").
Section 13A(3) of the Banking Act provides that the assets of
an ADI in Australia would, in
the event of the ADI becoming unable to meet its obligations
or suspending payment, be available
to meet certain liabilities in priority to all other
liabilities of that ADI. The liabilities
which have priority, by virtue of section 13A(3) of the
Banking Act, to the claims of holders
in respect of the Notes will be substantial, as such
liabilities include (but are not limited
to) liabilities owed to the Australian Prudential Regulation
Authority ("APRA") in respect
of any payments by APRA to holders of protected accounts held
with that ADI under the Banking
Act, the costs of APRA in certain circumstances, liabilities
in Australia owed to holders
of protected accounts held with that ADI, debts due to the
Reserve Bank of Australia ("RBA")
and liabilities under certified industry support contracts. A
"protected account" is an account
or covered financial product that is kept by an account-holder
(whether alone or jointly with
one or more other account-holders) with an ADI and is either:
(i) an account, or covered financial product, that is kept
under an agreement between the
account-holder and the ADI requiring the ADI to pay the
account-holder, on demand by the account-holder
or at an agreed time by them, the net credit balance of the
account or covered financial product
at the time of the demand or the agreed time (as appropriate);
or
(ii) an account prescribed by regulations for the purposes of
section 5(4)(a) of the Banking
Act.
For the purposes of section 13A(3) of the Banking Act, the
assets of the ADI do not include
any interest in an asset (or a part of an asset) in a cover
pool (as defined in the Banking
Act) that may have been established by that ADI for the
issuance of any covered bonds.
Under section 16(2) of the Banking Act, certain other debts
due to APRA shall, in a winding-up
of an ADI have, subject to section 13A(3) of the Banking Act,
priority over all other unsecured
debts of the ADI. Further, under section 86 of the Reserve
Bank Act 1959 of Australia ("Reserve
Bank Act"), debts due by an ADI to the RBA shall, in a
winding-up of that ADI, have, subject
to section 13A(3) of the Banking Act, priority over all other
debts of that ADI.
The Notes would not constitute deposit liabilities or
protected accounts under such statutory
provisions.
Negative Pledge: The terms of the Notes will contain a negative pledge
provision as further described in Condition
3 (" Negative Pledge ").
Cross Default/Acceleration: Not applicable.
Withholding Tax: All payments in respect of the Notes and Coupons by the Issuer
will be made without withholding
or deduction for or on account of withholding taxes of the
Commonwealth of Australia or the
State of Queensland unless the withholding or deduction of
such taxes is required by law.
In that event, the Issuer will (subject to certain exceptions)
pay such additional amounts
as will result in the holders of Notes or Coupons receiving
such amounts as would have been
receivable in respect of such Notes or Coupons had no such
withholding or deduction been required,
as more fully described in Condition 7 (" Taxation ").
All payments in respect of the Notes will be made subject to
any withholding or deduction
required pursuant to FATCA (as defined in Condition 5(a) ("
Method of Payment ")).
Governing Law: English.
Rating: The Issuer has a long term credit rating of A3 by Moody's, A-
by Fitch and BBB+ by S&P and
a short term credit rating of P-2 by Moody's, F2 by Fitch and
A-2 by S&P. The Programme has
been rated BBB+ in respect of long-term unsecured and
unsubordinated notes; and A-2 in respect
of short-term unsecured and unsubordinated notes,
respectively, by S&P. S&P Global Ratings
Europe Limited, Fitch Ratings Limited and Moody's Investors
Service Limited are established
in the EU and are registered under the CRA Regulation to
endorse the ratings given by Standard
& Poor's (Australia) Pty Ltd, Fitch Australia Pty Limited and
Moody's Investors Service Pty
Limited, respectively. In a report dated 18 April 2012 ESMA
concluded that, overall, the Australian
legal and supervisory framework is equivalent to the EU
regulatory regime for credit rating
agencies according to what is provided for in Art. 5(6) of the
CRA Regulation.
Series of Notes issued under the Programme may be rated or
unrated. Where a Series of Notes
is rated, such rating will be disclosed in the applicable
Final Terms and will not necessarily
be the same as the ratings assigned to the Programme. A credit
rating is not a recommendation
to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal
at any time by the assigning rating agency (including as a
result of any change in rating
methodology).
Listing: Application has been made by the Issuer to the FCA for Notes
issued under the Programme to
be admitted to, during the period of 12 months from the date
of this Information Memorandum,
the Official List and to the London Stock Exchange for such
Notes to be admitted to trading
on the main market of the London Stock Exchange.
The Dealer Agreement provides that, if the maintenance of the
listing of any Notes has, in
the opinion of the Issuer, become unduly onerous for any
reason whatsoever, the Issuer shall
be entitled to terminate such listing subject to its using its
best endeavours promptly to
list or admit to trading the Notes on an alternative stock
exchange, within or outside the
EU, to be agreed between the Issuer and the relevant Dealer.
Selling Restrictions: There are restrictions on the offer, sale and transfer of any
Series or Tranches of Notes
in the United States, EEA, (including, for these purposes, the
Netherlands), the UK, the Commonwealth
of Australia, Switzerland, Hong Kong and Singapore and such
other jurisdictions as may be
required in connection with the offering and sale of a
particular Tranche of Notes. See "
Subscription and Sale ".
The Issuer is Category 2 for the purposes of Regulation S
under the Securities Act. The applicable
Final Terms will identify whether TEFRA C or TEFRA D applies
or whether TEFRA is not applicable.
Risk Factors
The Bank's activities are subject to risks that can adversely
impact its business, operations, financial condition and future
performance. Certain risks that the Bank may face are summarised
below and may affect its ability to fulfil its obligations under
Notes issued under the Programme.
In addition, factors which are material for the purpose of
assessing the market risks associated with Notes issued under the
Programme are also described below.
The Bank believes that the factors described below represent the
principal risks inherent in investing in Notes issued under the
Programme, but the inability of the Bank to pay interest, principal
or other amounts on or in connection with any Notes may occur for
other reasons or as a result of additional risks which the Bank is
currently unaware of or deem to be immaterial that may in fact have
a material impact on the Bank. Prospective investors should also
read the detailed information set out elsewhere in this Information
Memorandum and reach their own views prior to making any investment
decision.
RISK FACTORS RELATED TO THE BANK, INCLUDING THE ABILITY OF THE
BANK TO FULFIL ITS OBLIGATIONS UNDER NOTES ISSUED UNDER THE
PROGRAMME
Risks relating to the Group
The Notes will constitute direct, unsecured and unconditional
obligations of the Bank. A purchaser of Notes relies on the
creditworthiness of the Bank and no other person. Investment in the
Notes involves the risk that subsequent changes in actual or
perceived creditworthiness of the Bank may adversely affect the
market value of the Notes.
Set out below are the principal risks and uncertainties
associated with the Bank. However, the risk in each sub-category
that the Bank considers most material is listed first, based on the
information available at the date of this Information Memorandum
and the Bank's best assessment of the likelihood of each risk
occurring and potential magnitude of its negative impact to the
Group should such risk materialise. In the event that one or more
of these risks materialise, the Bank's business, operations,
financial condition and future performance may be adversely
impacted.
There may be other risks faced by the Bank and its controlled
entities that are currently unknown or are deemed immaterial, but
which may subsequently become known or material. These may
individually or in aggregate adversely impact the Bank's future
financial performance and position. Accordingly, no assurances or
guarantees of future performance, profitability, distributions or
returns of capital are given by the Bank.
Credit Risk
As a financial institution, the Bank is exposed to the risks
associated with extending credit to other parties. Credit risk is
the risk of financial loss arising from a debtor or counterparty
failing to meet their contractual debts and obligations or the
failure to recover the recorded value of secured assets. Credit
risk arises from both the Bank's lending activities as well as
markets and trading activities.
The Bank's lending activities cover a broad range of sectors,
customers and products, including residential mortgages, consumer
loans, commercial loans (including commercial property), equipment
finance, vendor finance, derivatives and other finance
products.
Less favourable economic or business conditions or a
deterioration in commercial and residential property markets,
whether generally (such as recent increases in inflation and
interest rates by central banks) or in a specific industry sector
or geographic region, or external events such as natural disasters
and natural hazards (including climatic, biological (such as the
COVID--19 pandemic (as defined below)), meteorological or
geological), could cause customers to experience an adverse
financial situation, thereby exposing the Bank to the increased
risk that those customers will fail to meet their obligations in
accordance with agreed terms.
An increase in the failure of customers to meet their
obligations or the decline in the value of security held by the
Bank (including a decline in house prices), could adversely impact
the Bank's financial performance, financial position, capital
resources and prospects. The large proportion of customers rolling
from fixed rate to variable rate in the next 12 months may also
affect customer's ability to meet their obligations and may require
the Bank to offer additional support.
The Bank's markets and trading activities exposes the Bank to
counterparty risk on other market counterparties that the Bank may
face when entering into transactions such as interest rate swaps or
cross currency swaps, should those counterparties be unable to
honour their contractual obligations due to bankruptcy, lack of
liquidity, operational failure or other reasons.
Such counterparty risk is more acute in difficult or volatile
market conditions (for example, in a high inflation environment
with rising interest rates) where the risk of failure of
counterparties is higher, which could adversely impact the Bank's
financial performance, financial position, capital resources and
prospects. There is also the risk that any provisioning by the Bank
will be inadequate and any losses suffered will exceed the Bank's
expectations.
Dependence on the Australian economy
The Bank's business activities are primarily located in
Australia and therefore the Bank's revenues and earnings are
largely dependent on customer and investor confidence, the state of
the economy, the residential lending market and prevailing market
conditions in Australia. These factors are, in turn, impacted by
both domestic and international economic and political events,
natural disasters and the general state of the global and
Australian economy.
A downturn in the Australian economy (including as a result of
high inflation or rising interest rates which can lead to increased
cost of living pressures) may give rise to an increase in customer
defaults, ultimately affecting the Bank's financial performance,
profitability and return to investors.
Dependence on real estate markets
Residential and commercial property lending, together with
property finance, including real estate development and investment
property finance, constitute important businesses to the Bank.
A significant decrease in residential or commercial property
valuations or a significant slowdown in Australian residential or
commercial real estate markets (including as a result of recent
interest rate rises in Australia) could result in a decrease in the
amount of new lending the Bank is able to write and/or increase the
losses that the Bank may experience from existing loans, which, in
either case, could adversely impact the Bank's financial
performance, financial position, capital resources and
prospects.
Further, should the Bank's regulators impose new supervisory
measures impacting the Bank's residential or commercial lending or
if Australian housing price growth subsides or commercial property
valuations decline, the demand for the Bank's home lending or
commercial lending products may decrease, which may adversely
affect the Bank's financial performance, financial position,
capital resources and prospects.
Disruption to financial markets
In recent years, global credit and equity markets have
experienced periods of uncertainty, followed by periods of
stability and low volatility. More recently, financial markets
globally have been impacted by central bank monetary policy
(including raising interest rates), inflationary pressures,
expected slowing of global economic growth and the COVID-19
pandemic (see also "Risk Factors - Credit Risk - The Coronavirus
(COVID-19) pandemic and similar events" for further details), which
has seen governments and central banks around the world implement
both monetary and fiscal policy to reduce volatility, manage
inflation and maintain liquidity in financial markets, whilst also
promoting sustainable growth to severely impacted economies.
More recently the failure of a number of United States regional
banks, as well as the government bailout of Credit Suisse and
subsequent merger with UBS in March 2023, has caused disruption to
wholesale funding markets and raised concerns regarding the
financial strength of some financial institutions. Financial market
stability relies on the flow of credit and investor confidence, and
as such any event, such as the failure of a bank, that disrupts the
flow of credit and reduces investor confidence can have adverse
impacts on financial markets in general (see also "Risk Factors -
Funding and Liquidity Risk"). Whilst the Bank is under a different
regulatory environment and has different risk management practices
than some of the United States regional banks, the Bank's
performance can be influenced by financial market instability and
access to wholesale markets. In addition, the Bank sources deposits
from a range of customers as part of the Group's diversified
funding base. As such, any disruption in financial markets that
either prevents the Bank from accessing credit markets or reduces
investor and depositor confidence in the Group could impact either
the Group's financial performance, financial position, capital and
liquidity resources and prospects.
The uneven pace of global economic growth, environmental and
social issues (including emerging issues such as payroll compliance
and modern slavery risk), costs and availability of capital,
central bank intervention, inflationary pressures, increasing
interest rates, shifts in global commodity prices, consumer and
business confidence, outlook and investment, risings costs of
living, the tightening labour markets, and the risk of asset
bubbles as a result of changing monetary and fiscal policy, all
pose risks to global financial markets.
There are also significant and ongoing global political and
geopolitical developments, or the consequences of such
developments, that have the potential to cause, or are causing,
conflict and/or impact major global economies, including the
conflict between Russia and Ukraine (including the sanctions
against Russia which are also impacting the global economy, with
higher energy and commodity prices), diplomatic tensions between
the Chinese and Australian governments, geopolitical tensions in
the Asia-Pacific region and the introduction of tariffs and other
protectionist measures by various countries such as the United
States and China (including as a result of tensions between the
United States and China). A shock to one of the major global
economies could result in currency and interest rate fluctuations,
operational disruptions and dislocation in financial markets that
negatively impact the Group. Financial markets globally may also be
disrupted by future biological hazards, pandemics and contagious
diseases.
Any such market and economic disruptions or a general weakening
in the global economy could have an adverse effect on financial
institutions such as the Group because consumer and business
confidence may decrease, unemployment may rise and demand for the
products and services the Group provides may decline, thereby
reducing the Group's earnings. These conditions, as well as the
increase in interest rates, may also affect the ability of its
borrowers to repay their loans, or the Group's counterparties to
meet their obligations, causing it to incur higher credit losses.
These events could also result in the undermining of confidence in
the financial system, reducing liquidity and impairing the Group's
access to funding and impairing its customers and counterparties
and their businesses.
The nature and consequences of any such event, or combination of
events, as described above are difficult to predict and there can
be no guarantee that the Group could respond effectively to any
such event. Any such event and/or the effectiveness of the Group's
response could adversely affect the Group's financial performance,
financial position, capital resources and prospects.
Regulatory, legal and compliance risk
Regulation in Australia
As a financial services provider, the Bank is subject to
substantial regulatory and legal oversight in Australia. The key
regulatory bodies that oversee the Bank and its subsidiaries
include APRA, the Australian Securities and Investments Commission
("ASIC"), the Office of the Australian Information Commissioner
("OAIC"), the Australian Transaction Reports and Analysis Centre
("AUSTRAC"), the Australian Competition and Consumer Commission
("ACCC"), the RBA, the Australian Securities Exchange ("ASX") and
the Australian Taxation Office ("ATO").
Increased public, political and regulatory scrutiny of the
financial services industry has resulted in an increase in changes
to the laws and regulations that the Group must comply with. In
addition, regulation is becoming increasingly extensive and complex
and some areas of regulatory change involve multiple jurisdictions
seeking to adopt a coordinated approach or certain jurisdictions
seeking to expand the territorial reach of their regulation. For
example, the current political and regulatory environment that the
Group is operating in has also seen (and may in the future see) the
Bank's regulators receive new powers. The nature and extent of
these future changes and impacts cannot be predicted with any
certainty but the impact for the Bank is not likely to be greater
than it is for any other financial institution.
Laws and regulations have been passed that broaden the range of
misconduct that can attract a civil penalty. Regulators have also
been increasing their use of enforcement powers in relation to
compliance with laws and regulations, both new and existing. For
example, ASIC can commence civil penalty proceedings and seek
significant civil penalties against an Australian Financial
Services licensee (such as the Bank) for failing to do all things
necessary to ensure that financial services provided under the
licence are provided efficiently, honestly and fairly. This trend
towards increasing enforcement actions taken for failing to meet
compliance obligations could continue in the future and be expanded
into other areas of regulation that the Group is subject to.
Changes may also occur in the oversight approach of regulators,
which could result in a regulator preferring its enforcement powers
over a more consultative approach. In recent years, there have been
significant increases in the nature and scale of regulatory
investigations, enforcement actions and the quantum of fines issued
by global regulators. Increased oversight from regulators could
result in increased costs to the Bank in meeting the requirements
or expectations of regulators, as well as increased risk of fines,
penalties or other sanctions being imposed on the Bank.
APRA has stated that it will use enforcement where appropriate
to prevent and address serious prudential risks and hold entities
and individuals to account. The current environment may see a shift
in the nature of enforcement proceedings commenced by regulators.
As well as conducting more civil penalty proceedings, The Bank's
regulators may be more likely to bring criminal proceedings against
institutions and/or their representatives in the future.
Alternatively, regulators may elect to make criminal referrals to
the Commonwealth Department of Public Prosecutions or other
prosecutorial bodies.
Regulatory powers to take enforcement action, coupled with the
increasingly active supervisory and enforcement approaches adopted
by them, increases the risk of adverse regulatory action being
brought against the Group should the Bank fail to comply with any
legal or regulatory obligations or respond appropriately to
regulatory change. Regulatory action brought against the Group may
expose the Group to an increased risk of litigation brought by
third parties such as the Group's customers and/or its shareholders
(including through class action proceedings), which may require the
Group to pay compensation to those third parties and/or undertake
further remediation activities. A negative outcome to regulatory
investigations or litigation involving the Bank may impact the
Bank's reputation, divert management time from operations and
affect the Group's financial performance and position,
profitability and returns to investors.
The nature and impact of future changes are not predictable and
are beyond the Bank's control. There is also a risk that regulators
or the courts change their interpretation of an existing law or
regulation. There is operational and compliance risk and cost
associated with the implementation of any new or changed laws and
regulations, or changes to the interpretation of an existing law or
regulation, that apply to the Bank as a financial institution. In
particular, changes to laws, regulations, industry codes,
government policies or accounting standards, including changes in
interpretation or implementation of laws, regulations, government
policies or accounting standards could adversely affect one or more
of the Group's businesses and could require the Bank and/or the
Group to incur substantial costs. Further impacts include required
levels, or the measurement, of bank liquidity and capital adequacy
(potentially requiring the Bank to increase the levels and types of
capital held by the Bank), limiting the types of financial services
and products that can be offered, and/or reducing the fees which
banks can charge on their financial services. APRA may introduce
new prudential regulations or modify existing regulations,
including those that apply to the Bank as an authorised
deposit-taking institution ("ADI"). Any such event could adversely
affect the business or financial performance of the Group. Any new
or amended rules may result in changes to the Bank's capital
adequacy ratio.
The Bank is responsible for ensuring that it complies with all
applicable legal and regulatory requirements (including accounting
standards, where applicable, as well as rules and regulations
relating to corrupt and illegal payments and money laundering) and
industry codes of practice (such as the Banking Code of Practice),
as well as meeting its ethical standards. The failure to comply
with applicable regulations could result in suspensions,
restrictions of operating licences, fines and penalties or
limitations on its ability to do business or requirement to
undertake remediation programmes. They could also have adverse
reputational consequences. These costs, expenses and limitations
could have an adverse effect on the Bank's and the Group's
financial performance, financial position, capital resources and
prospects. The legal and regulatory requirements described above
could also adversely affect the profitability and prospects of the
Bank and the Group or their businesses to the extent that they
limit the Bank's and Group's operations and flexibility of the
Bank's and Group's businesses. The nature and impact of future
changes in such requirements are not predictable and are beyond the
Bank's and the Group's control.
Significant domestic and global legislative and regulatory
developments and industry reforms which will, or may, impact on the
Group's operations in Australia are further set out below.
Depending on the nature, implementation or enforcement of any
regulatory requirements, they may have an adverse impact on the
Bank's financial performance, financial position, capital resources
and prospects.
The nature, timing and impact of future regulatory reforms or
changes are not predictable, can be substantial and are beyond the
Group's control. Such changes can require the Group to
significantly increase investments in staff, systems and procedures
to comply with the regulatory requirements. Regulatory compliance
and the management of regulatory change is an increasingly
important part of the Group's strategic planning. Regulatory change
may also impact the Group's operations by requiring it to have
higher levels, and better quality of capital as well as place
restrictions on the businesses the Group operates or require the
Group to alter its product or service offerings. If regulatory
change has any such effect, it could adversely affect one or more
of the Group's businesses, restrict its flexibility, require it to
incur substantial costs and impact the profitability of one or more
of the Group's businesses.
The Group's regulators, including but not limited to ASIC, APRA,
AUSTRAC and the ACCC, also engage with the Group and may request
certain information from the Group or perform reviews of the
Group's operational risk, compliance arrangements or risk culture.
During the financial year ended 2022, the Group had numerous
engagements with its regulators and been subject to reviews,
including by AUSTRAC.
In the financial year ending 2023 ("FY23") the Bank has
regularly engaged with its principal regulators, APRA, AUSTRAC and
ASIC. Internal and external reviews identified that a material
uplift is required in respect of BOQ's operational resilience, risk
culture and AML/CTF Program (as defined below) and compliance.
In order to address the matters identified in these reviews, the
Bank intends to undertake a multi-year Integrated Risk Program to
strengthen its non-financial resilience. There is a risk that the
Integrated Risk Program will not adequately achieve the Bank's
objective. Further, there is a risk that the outcome of this
ongoing engagement with regulators will involve regulators imposing
fines, sanctions or taking other enforcement actions (including
increased supervision) in relation to the Group's compliance with
relevant laws and regulations.
Banking Executive Accountability Regime
The Treasury Laws Amendment (Banking Executive Accountability
and Related Measures) Act 2018 (Cth) ("BEAR" or "BEAR Legislation")
established accountability obligations for ADIs and their senior
executives and directors. The BEAR Legislation applied to the Bank
from 1 July 2019. Penalties may apply for breach of this
legislation and the legislation may impact the Bank's ability to
attract and retain high quality executives.
Financial Crime Obligations
The Group is subject to anti-money laundering and
counter-terrorism financing ("AML/CTF") laws, anti--bribery and
corruption laws, economic and trade sanctions laws and tax
transparency laws in the jurisdictions in which it operates. These
laws can be complex and, in some circumstances, impose a diverse
range of obligations. Specifically, under the Anti-Money Laundering
and Counter--Terrorism Financing Act 2006 of Australia ("AML/CTF
Act") and the Anti-Money Laundering and Counter Terrorism Financing
Rules Instrument 2007 (No.1) of Australia (together, the
"Australian AML/CTF Laws") the Group must have in place an AML/CTF
program ("AML/CTF Program") specifying how the Group complies with
the Australian AML/CTF Laws. The primary purpose of the AML/CTF
Program is to identify, mitigate and manage the money laundering
and terrorism financing ("ML/TF") risk the Group may reasonably
face through the provision of any designated service offered by any
member of the Group. The AML/CTF Program must consist of two parts,
'Part A' which defines how the processes and procedures help
identify, mitigate and manage ML/TF risks and 'Part B' which
focuses on the procedures to identify customers and verify a
customer's identify before the Bank can offer any designated
services. The Group, under its AML/CTF Program, is also required to
conduct ongoing due diligence on relevant customers and undertake
periodic risk assessments. The Australian AML/CTF Laws also require
the Bank to report certain matters and transactions to AUSTRAC
(including in relation to International Funds Transfer
Instructions, Threshold Transaction Reports and Suspicious Matter
Reports) and ensure that certain information is not disclosed to
third parties in a way that would contravene the 'tipping off'
provisions in the Australian AML/CTF Laws. The AML/CTF Program is
to be reviewed regularly and must be regularly independently
reviewed.
Due to the volume of transactions that the Group processes, the
undetected failure or the ineffective implementation, monitoring or
remediation of a system, policy, process or control (including in
relation to a regulatory reporting obligation) could result in
breaches of AML/CTF obligations. This in turn could lead to
significant monetary penalties. If the Bank fails, or where the
Bank has failed, to comply with these obligations, it could face
regulatory enforcement action such as litigation, significant
fines, penalties and the revocation, suspension or variation of
licence conditions.
Non-compliance with financial crime obligations could also lead
to litigation commenced by third parties (including class action
proceedings) and cause reputational damage. These actions could,
either individually or in aggregate, adversely affect the Bank's
business, prospects, reputation, financial performance or financial
condition.
As previously noted in "Risk Factors - Regulatory, legal and
compliance risk - Regulation in Australia", AUSTRAC has raised
concerns with the Bank in respect of its AML/CTF Program in FY23.
The Bank continues to engage with AUSTRAC in relation to these
concerns.
Consumer Data Right / Open Banking
The Australian Government passed legislation in August 2019 to
establish a "Consumer Data Right" (CDR) rules regime which seeks to
improve consumers' ability to compare and switch between products
and services. The CDR regime is being introduced in the banking
sector in phases. These reforms (referred to as "Open Banking") are
expected to reduce the barriers to new entrants into, and increase
competition in, the banking industry in Australia.
Ongoing competition for customers can lead to compression in
profit margins and loss of market share, which may ultimately
impact the Bank's financial performance and position. Open
Banking's regulatory timelines require changes to the Bank's
operations and technology.
There is a risk that the Bank does not achieve compliance with
the set milestones for the complete implementation of Open Banking
or that the Bank does not implement open banking requirements in a
compliant way. For example, the Bank did not meet the initial Phase
1, 2 or 3 compliance dates and received an infringement notice from
the ACCC in relation to non-compliance with the CDR Rules. ME also
sought a compliance exemption from the ACCC for a later compliance
date for initial Phases. Open Banking may also lead to cyber and
fraud risks in the CDR ecosystem. Governance mechanisms including
accountabilities, controls and frameworks are still evolving and,
under the Open Banking regime, customer data will be shared with a
broader range of stakeholders. The significant resources and
management time required to implement Open Banking may also have a
flow-on effect, impacting the Bank's timely implementation of other
regulatory reforms and its transformation agenda.
International regulation
There continues to be proposals and changes by global regulatory
advisory and standard-setting bodies, such as the International
Association of Insurance Supervisors, the Basel Committee on
Banking Supervision ("Basel Committee") and the Financial Stability
Board, which, if adopted or followed by domestic regulators, may
increase operational and capital costs or requirements (see "Basel
III" below for further information).
The Group's businesses may also be affected by changes to the
regulatory framework in other jurisdictions, including the cost of
complying with regulation that has extra-territorial application to
the extent it is relevant to the Group. These could include the
Bribery Act 2010 (UK), FATCA (as defined in Condition 5(a)),
General Data Protection Regulation (EU), Dodd-Frank Wall Street
Reform (US) and Consumer Protection Act 2010 (US) and other
reforms.
There has also been increased regulator expectation and focus in
relation to a number of other areas such as privacy and security of
data, data quality and controls, governance and culture and
conduct. Changes in international regulation could increase costs
and/or restrict the Bank from operating in certain businesses,
which could adversely impact the Bank's financial performance,
financial position, capital resources and prospects.
Regulatory review and investigations
From time to time, the Bank may be exposed to regulatory reviews
or investigations (including those identified in "Risk Factors -
Regulatory, legal and compliance risk - Regulatory Regulation in
Australia"). The nature of those reviews and investigations are
wide ranging and, for example, include a range of matters including
responsible lending practices, risk governance, operational risk,
compliance and risk culture, product suitability, and conduct in
financial markets and capital markets transactions.
Although the Bank intends to comply with all regulatory reviews
and investigations, the outcomes of these reviews and
investigations are uncertain. If any of these reviews lead to
legislative or other regulatory change, this could have an impact
on the Bank's business. In addition, enforcement action may result
in fines, remediation or other regulatory action or reputation
impacts, which could have an adverse impact on the overall
financial position and performance of the Bank.
Basel III
Basel III is a comprehensive set of reform measures, developed
by the Basel Committee, to strengthen the regulation, supervision
and risk management of the banking sector globally.
The International Standards for Basel III have now been
finalised and following this, APRA released its final requirements
in relation to capital adequacy and credit risk capital
requirements for ADIs in November 2021 for implementation from 1
January 2023 (the "APRA capital reforms").
The APRA capital reforms follow the consultation process that
began in February 2018 when APRA released a consultation paper
regarding proposed changes to the capital framework for ADIs, and
was finalised in December 2021 with the release of new standards
for adoption from 1 January 2023.
Significant aspects of APRA's final requirements include but are
not limited to greater alignment with internationally agreed Basel
standards relating to non-residential mortgages exposures,
introduction of the Basel II capital floor, the implementation of
more risk-sensitive risk weights for residential mortgage lending,
improving the flexibility of the capital framework through the
introduction of a default level of the countercyclical capital
buffer and increasing the capital conservation buffer for Internal
Ratings Based ("IRB") ADIs, improving the transparency and
comparability of ADIs' capital ratios and implementing a minimum
leverage ratio for IRB ADIs at 3.5 per cent.
The Basel Committee continue to meet regularly to assess risks
and vulnerabilities to the global banking system which includes
evaluating the effectiveness of Basel III reforms. During the
fourth quarter of 2022, the Basel Committee published reports on
the Basel III reforms and buffer useability considering the
COVID--19 pandemic experience. These reports may give rise to
further international policy developments, with APRA retaining full
discretion whether to implement and on what time frame to implement
any international policy developments to its prudential
framework.
The capital frameworks that the Group operates under have been
recently reviewed in light of the Basel III APRA capital reforms,
which came into effect on 1 January 2023. Changes to regulatory
frameworks and the requirement of the Bank to hold more capital can
have an adverse impact on the Group.
Regulatory fines and sanctions
The increased regulatory focus on compliance and conduct risk
and the upward trend in fines and enforcement actions imposed by,
and settlement sums agreed with, regulators, means that these risks
continue to be an area of focus for the Bank. The Bank is overseen
by a number of regulators, including APRA, ASIC, AUSTRAC, ACCC, the
Office of the Australian Information Commissioner ("OAIC"), the
Banking Code Compliance Committee ("BCCC"), the RBA and the ASX.
These regulators could take enforcement action against the Bank for
compliance breaches, including by imposing fines, penalties and
sanctions.
In particular, the risk of non-compliance with anti-money
laundering and counter-terrorist financing, bribery and sanction
laws remains high given the current environment in which the Bank
operates and the increased focus by regulators and law enforcement
agencies on how banks comply with these laws. A failure to develop
and implement a robust program to combat money laundering, bribery
and terrorist financing or to ensure compliance with economic
sanctions could have serious legal and reputational consequences
for the Bank and its employees. Consequences can include fines,
criminal and civil penalties (including custodial sentences), civil
claims, reputational harm and possible limitations or amendments to
banking licences and limitations on doing business in certain
jurisdictions, as well as costs to remediate and uplift compliance
processes and controls as well as increased aggregate costs of
remediation.
Customer remediation risk
Operational risk, technology risk, conduct risk or compliance
risk events have required, and could in the future require, the
Bank to undertake customer remediation activity. The Bank relies on
a large number of policies, processes, procedures, systems and
people to conduct its business. Breakdowns or deficiencies in one
of these areas (arising from one or more operational risk,
technology risk, conduct risk or compliance risk events) have
resulted, and could in the future result in, adverse outcomes for
customers which the Bank is required to remediate.
These events could require the Bank to incur significant
remediation costs (which may include compensation payments to
customers, costs associated with correcting the underlying issue
and costs associated with obtaining assurance that the remediation
has been conducted appropriately) and result in reputational
damage.
There are significant challenges and risks involved in customer
remediation activities. The Bank's ability to quickly and
accurately investigate an adverse customer outcome that may require
remediation could be impeded if the issue is a legacy matter
spanning beyond the Bank's record retention period, if the Bank's
record keeping and data is otherwise inadequate or if there are
multiple matters to be investigated and remediated at the same
time. Depending on the nature of the issue, it may be difficult to
quantify and scope the remediation activity.
Determining how to quickly, properly and fairly compensate
customers can also be a complicated exercise involving numerous
stakeholders, such as the affected customers, regulators and
industry bodies. The Bank's proposed approach to a remediation may
be affected by a number of events, such as a group of affected
customers commencing class action proceedings on behalf of the
broader population of affected customers, or a regulator exercising
their powers to require that a particular approach to remediation
be taken. The Bank's ability to quickly remediate customers could
also be impeded by having multiple matters to remediate at the same
time and/or having insufficient resources to perform remediation.
These factors could impact the cost of, and timeframe for,
completing the remediation activity, potentially resulting in the
Bank failing to execute the remediation in a timely manner. A
failure of this type could lead to a regulator commencing
enforcement action against the Bank or result in customer or class
action litigation against the Bank. The ineffective or slow
completion of a remediation also exposes the Bank to reputational
damage, with the Bank potentially being criticised by regulators,
affected customers, the media and other stakeholders.
The significant challenges and risks involved in scoping and
executing remediations in a timely way also create the potential
for remediation costs actually incurred to be higher than those
initially estimated by the Bank.
If the Bank cannot effectively scope, quantify or implement a
remediation activity in a timely way, there could be an adverse
impact on the Bank's financial performance, financial position,
capital resources and prospects.
Failure of risk management strategies
There is a risk that the Bank implements risk management
strategies and internal controls that do not identify, assess,
measure, monitor, report and mitigate current risks or those that
develop in the future, or controls do not operate effectively. The
complexity of legacy systems and manual nature of some of the
Group's processes presents additional complexity for the Group to
improve its risk management framework and practices and strengthen
its risk culture.
There is a risk that the Bank fails to have or develop an
organisational culture that supports a mature risk culture. This
includes the risk that the Bank does not sufficiently improve the
maturity of its risk behaviours and architecture and that its
framework and practices fail to achieve early identification and
accountability of current and future risks.
Furthermore, there is a risk that the improvements to the Bank's
risk management framework and capabilities and/or the strengthening
of its risk culture does not achieve the anticipated benefits or
does not strengthen the Bank's financial and operating resilience
or risk culture, or that it does not meet regulator requirements or
expectations.
If any of the Group's risk management processes and procedures
prove ineffective or inadequate, including by failing to identify
risks early, not allocating accountability in a timely manner or
are otherwise not appropriately implemented, the Group could suffer
unexpected losses, reputational damage and increased costs to meet
regulators' expectations which could adversely impact the Group's
financial performance, financial position, ability to pay future
dividends or capital distributions, capital resources and
prospects.
Mergers, acquisitions and divestments
The Bank regularly considers a range of corporate opportunities,
including acquisitions, divestments, joint ventures and investments
and accordingly the Bank may engage in merger, acquisition or
divestment activities which facilitate the Bank's strategic
direction.
These activities may involve entering new markets, exiting
products and/or offering third party manufactured products or
expanding the Group's current product suite and may affect the
Group's risk profile through changes to, or to the relative
importance of, the geographies and/or product types to which it has
exposures. Whilst the Bank recognises that benefits may arise from
merger, acquisition or divestment activities, significant risks
exist in both the execution and implementation of such
activities.
It is likely that the Bank would raise additional debt or raise
equity to finance any major merger or acquisition and this would
cause the Bank to face the financial risks and costs associated
with additional debt or equity. Where the Bank decides to divest a
business or asset, this may involve a loss against book value,
particularly of any goodwill or other intangibles and may require
the Bank to provide certain warranties and indemnities.
Changes in ownership and management may result in impairment of
relationships with employees and customers of the acquired and
existing businesses. Depending on the type of transaction, it could
take a substantial period of time for the Bank to realise the
financial benefits of the transaction, if any.
Any acquisition or divestment may result in a material positive
or negative impact on the Group's financial position, including
reported profit and loss and capital ratios. There can be no
assurance that any acquisition (or divestment) would have the
anticipated positive results, including results relating to the
total cost of integration (or separation), the time required to
complete the integration (or separation), the amount of longer-term
cost savings, or synergies, the overall performance of the combined
(or remaining) entity, or an improved price for the Bank's
securities. The Bank's operating performance, risk profile and
capital structure may be affected by these corporate opportunities
and there is a risk that the Bank's credit ratings may be placed on
credit watch or downgraded if these opportunities are pursued.
Integration (or separation) of an acquired (or divested)
business can be complex and costly, sometimes including combining
(or separating) relevant accounting and data processing systems,
and management controls, as well as managing relevant relationships
with employees, customers, regulators, counterparties, suppliers
and other business partners. Integration (or separation) efforts
could create inconsistencies in standards, controls, procedures and
policies, as well as diverting management attention and resources.
This could adversely affect the Bank's ability to conduct its
business successfully and impact the Bank's operations, reputation,
financial performance, financial position, capital resources and
prospects. Additionally, there can be no assurance that employees,
customers, counterparties, suppliers and other business partners of
newly acquired (or retained) businesses will remain
post-acquisition (or post-divestment), and the loss of employees,
customers, counterparties, suppliers and other business partners
could adversely affect the Bank's operations, reputation, financial
performance, financial position, capital resources and
prospects.
ME Integration
In July 2021, the Bank completed the acquisition of Members
Equity Bank Limited (ACN 070 887 679) ("ME"). While significant
progress has been completed to date on integration of the ME
business, this is not yet complete and the Bank still faces the
risk that integration may take longer, be more complex or cost more
than expected, encounter unexpected challenges or issues
particularly in integrating technology and merging operations,
divert management attention, cause customer churn or cultural
issues which may result in loss of key employees or that the
anticipated benefits and synergies of the integration may be less
than estimated or less than expected by the market. Any failure to
achieve the targeted synergies of integration may impact the
financial performance, operation and position of the Group and the
future price of the Bank's shares.
The Coronavirus (COVID-19) pandemic and similar events
On 11 March 2020, the World Health Organisation declared a
pandemic following the emergence in China, and subsequent spread to
the rest of the world, of a severe acute respiratory illness caused
by a novel coronavirus ("COVID-19"). The COVID-19 pandemic has had
an adverse impact on global, national and regional economies and
caused disruption to trade and business activities within Australia
and globally.
During the peak of the crisis, governments worldwide, including
the Australian Government, enacted wide ranging restrictions on,
suspensions of, or advice against, regional and international
travel, large gatherings of people as well as prolonged closures of
workplaces which had a substantial negative impact on economic and
business activity. While certain restrictions have been lifted or
modified, governments may in the foreseeable future reintroduce
prior restrictions or implement and introduce further measures to
contain the spread of the COVID-19 pandemic (including as a result
of further variants or outbreaks) to limit adverse health
outcomes.
Similar risks are also applicable to any future pandemic.
Governments and central banks also took increased measures to
stabilise the financial markets, however if such actions prove to
be unsuccessful in mitigating economic disruption and/or the
COVID--19 pandemic is prolonged (including as a result of further
variants or outbreaks) the negative impact on global economies
could continue. Despite government measures and assistance
introduced to limit the severity of the impact of COVID-19 on
businesses and individuals, including those support measures
provided by the Bank to its customers, there is the continued risk
that the COVID--19 pandemic (including future variants), or other
outbreaks or pandemics, will cause customers to experience an
adverse financial situation thereby exposing the Group to an
increased risk of reduced customer demand for the Bank's products
and services and higher credit risk of customers failing to meet
their obligations. The support provided by the Bank throughout the
COVID-19 pandemic has had, and may continue to have, a negative
impact on the Bank's financial performance and may see the Bank
assume greater risk than it would have normally. There is also the
risk that future government or regulator intervention to support
the economy may be required to be supported by banks (including the
Bank).
In response to the COVID-19 pandemic, the Bank implemented, and
may need to implement in the future, for either COVID-19 or other
pandemics or similar events, new measures within a short timeframe.
Such actions increase the risk of operational and compliance
shortcomings, potentially leading to adverse impacts on the Bank's
financial performance, customer service or regulator and/or legal
action.
In addition, the COVID-19 pandemic has disrupted numerous
industries and global supply chains leading to shortages of
materials and labour and/or costs increases. There is the risk that
these disruptions continue to occur (including as a result of new
variants) and impact the provision of services, activities and
products delivered to the Group by third party vendors and in turn
possibly negatively impact the timelines of strategic projects.
With respect to the potential future impacts of the COVID-19
pandemic on the Bank's financial performance, any adjustment or
provisioning made by the Bank to reflect the impact of COVID-19 is
based on circumstances that continue to evolve, making any
definitive assessment difficult. There is a risk that the
assessments or stress testing used by the Bank to determine any
forward-looking adjustments prove to be subsequently incorrect with
the impact on the Group's financial performance or position
materially different to that forecasted. Similarly, those effects
are proving to have a broader impact on the economy due to
inflationary pressures.
All of the above, together with any other epidemics or pandemics
that may arise in the future, have the ability to impact the
Group's financial performance, financial position, capital
resources and prospects.
Climate change risk
The Bank, its customers and external suppliers, may be adversely
affected by physical, transition and liability risks of climate
change (including the possibility of destruction or disruption to
human life, physical and natural capital and socioeconomic impacts
to liveability, food systems and infrastructure assets).
Physical risks could include longer term chronic changes in
climate such as droughts and increases in sea levels as well as
acute changes to the frequency and magnitude of extreme weather
events, such as floods, storms, heat waves and the occurrence of
fires. These effects, whether acute or chronic in nature, may
directly impact the Bank and its customers through damage to assets
and property, business disruption and changes to income and costs,
changes to asset values and liquidity, changes to cost and
availability of insurance and may have an adverse impact on
financial performance (including through an increase in defaults on
customers' loans).
Initiatives to mitigate or respond to adverse impacts of climate
change may result in transition risks, related to changes to
domestic and international policy regulatory settings, market and
asset prices, economic activity, technological innovation and
customer behaviour, particularly in geographic locations and
industry sectors adversely affected by these changes. Liability
risks could stem from the Bank or its clients experiencing
litigation, regulatory enforcement or reputational damage as a
result of climate change.
Failure of the Bank to effectively assess and respond to the
risks of climate change (including transition to a low carbon
footprint) or to be perceived as failing to do so, could adversely
affect the Bank's reputation which in turn could adversely affect
the Bank's financial performance, financial position, capital
resources and prospects.
In addition, natural disasters as a result of climate change
such as (but not restricted to) cyclones, floods and earthquakes,
and the economic and financial market implications of such
disasters on domestic and global market conditions could adversely
impact the Bank's financial performance, financial position,
capital resources and prospects.
Environmental and social risks
The Bank and its customers operate businesses and hold assets in
a diverse range of sectors, asset types and geographical locations.
The Bank may suffer losses due to the impacts of hostile,
catastrophic or unforeseen events including due to environmental
and social factors.
Environmental events could include natural disasters such as
(but not restricted to) cyclones, floods, earthquakes, extreme
weather events (such as drought and floods), biodiversity loss,
fire and release of toxic substances which given climate change,
are growing risks to both the Bank and the Australian and global
economies.
Geopolitical risks including those arising from conflicts, trade
tension, terrorist attacks, military conflict, sanctions and acts
of civil or international hostility are also increasing. For
example, the continued conflict between Russia and Ukraine which
escalated in February 2022 has the potential to escalate further,
including as a result of measures taken against Russia by other
countries, resulting in elevated geopolitical instability, trade
restrictions, disruptions to global supply chains and commodity
markets, increases in energy prices and a potential adverse impact
in markets and a general downturn in the global economy. Any
deterioration in global markets can result in currency and interest
rate fluctuations and operational disruptions that can negatively
impact the Group.
Further, the deteriorating relations between Taiwan and China
also have the potential to have a material impact on the global
manufacturing supply chain, which in turn can lead to a
deterioration in global economies and/or cause operational
disruptions to the Group and/or its customers.
All of these risks have the ability to disrupt business
activities, affect supply chain, impact operations or reputation,
increase credit risk or exposures, affect value of assets or impact
ability to recover amounts owing to the Bank.
The Bank also faces increasing public scrutiny, laws and
regulations related to environmental and social factors and a
failure to act responsibly in a number of areas such as diversity,
corporate governance, modern slavery and/or to manage these risks
and respond appropriately could adversely impact the Bank's
reputation and financial performance.
Funding and liquidity risk
Financial institutions (including the Group) are currently
subject to global credit and capital market conditions, which
experienced extreme volatility, disruption and decreased liquidity
following the global financial crisis, the COVID-19 market
disruptions and the more recent United States regional bank
failures. Global credit and capital market conditions rely on the
flow of credit and investor confidence. As such, any event that
disrupts the flow of credit, or reduces investor confidence can
have a material impact on the Bank's funding and liquidity levels.
In addition, the Bank relies on deposits provided by natural
persons, small to medium enterprises, non-financial corporates and
financial corporates as a vital funding tool. Whilst the Bank has a
diversified funding base, any loss in confidence from depositors as
to the financial stability of the Bank could have a material
adverse impact on both the Bank's funding and liquidity levels.
The recent events in the United States involving the Silicon
Valley Bank and Signature Bank and their placement into
receivership with the Federal Deposit Insurance Corporation
("FDIC") has created bank-specific and broader financial
institution liquidity risk and concerns.
Although the Department of the Treasury, the Federal Reserve,
and the FDIC in the United States have jointly released a statement
that depositors at Silicon Valley Bank and Signature Bank would
have access to their funds, even those in excess of the standard
FDIC insurance limits, future adverse developments with respect to
specific financial institutions or the broader financial services
industry may lead to market-wide liquidity shortages. The failure
of any international bank may increase the possibility of a
sustained deterioration of international financial market
liquidity, or illiquidity at clearing, cash management and/or
custodial financial institutions.
If other international banks and financial institutions enter
receivership or become insolvent in the future in response to
financial conditions affecting the banking system and financial
markets, this could affect the way the Bank conducts its business
and its ability to access capital.
In addition, if market conditions deteriorate due to economic,
financial, political, health or other reasons which may increase
competition for funding, the Group's funding costs may be adversely
affected, and its ability to raise funding for lending activities
and to maintain adequate liquidity levels may be constrained. There
is no assurance that the Group will be able to obtain adequate
funding at acceptable prices or at all, leading to an inability to
maintain sufficient liquidity levels or to fund balance sheet
growth in a timely and cost-effective way.
Funding and liquidity risk is the risk that the Group, although
balance sheet solvent, cannot meet or generate sufficient cash
resources to meet its payment obligations in full as they fall due,
or can only do so at materially disadvantageous terms, including
incurring a loss on a forced asset sale. Funding risk can occur due
to an increase in competition for funding, or a change in risk
premiums required by investors, which cause an increase in funding
costs or increased difficulty accessing funding markets. The Group
mitigates this risk by sourcing a diversified investor base through
a number of different funding programmes in a number of different
markets. Additionally, the Group's ' Contingency Funding Plan' is
used to manage this risk.
The Bank maintains a portfolio of high quality, diversified
liquid assets to facilitate balance sheet liquidity needs and meet
internal and regulatory requirements. Post the Committed Liquidity
Facility handback, the Bank has become more concentrated in High
Quality Liquid Assets. The Bank raises funding from a variety of
sources, including customer deposits and wholesale funding in
Australia and offshore markets to meet its funding obligations and
to maintain or grow its business generally. If confidence in the
Bank is damaged and the Bank's sources of funding prove to be
insufficient or so expensive as to be uncompetitive, it may be
forced to seek alternative funding arrangements or curtail its
business operations and limit loan growth. The Group may also
experience challenges in managing its capital base, which could
give rise to greater volatility in capital ratios. The ability for
the Bank to secure alternative funding will depend on a variety of
factors, including prevailing market conditions, the availability
of credit and the Bank's credit ratings.
The financial performance of the Group may also be significantly
impacted by changes in monetary policy both in Australia and
globally through the impact of broader economic conditions, as well
as actions taken by central banks. The actions of central banks,
such as interest rate settings and quantitative easing, can
potentially impact the Group's access to funding markets, liquidity
levels, cost of funding, margin on products and, as a result, could
adversely impact the Group's financial performance, financial
position, capital resources and prospects.
Challenges in managing capital base
The Bank's capital base is critical to the management of its
businesses and access to funding. The Bank is required by APRA to
maintain adequate regulatory capital determined by its risk
profile. Capital risk is the risk that the Bank does not hold
sufficient capital and reserves to achieve strategic plans, cover
exposures and to protect against unexpected losses, and to meet
market expectations and regulatory requirements, both in normal
operating environments or stressed conditions.
If the information or the assumptions upon which the Group's
capital requirements are assessed prove to be inaccurate, this may
adversely impact the Group's operations, financial performance and
financial position. Under current regulatory requirements,
risk-weighted assets and expected loan losses increase as a
counterparty's risk grade worsens. These additional regulatory
capital requirements compound any reduction in capital resulting
from increased provisions for loan losses and lower profits in
times of stress. As a result, greater volatility in capital ratios
may arise and may require the Bank to raise additional capital.
There can be no certainty that any additional capital required
would be available or could be raised on reasonable terms. Capital
constraints could restrict the Bank's ability to pay dividends (or
pay a dividend below market expectations) or capital distributions,
threaten financial viability and increase risk of regulatory
intervention.
Regulatory change has led banks to progressively build capital
and management buffers have been built to assist maintaining
capital adequacy during stressed times and in preparation for the
implementation of APRA's finalised Capital Framework which came
into effect on 1 January 2023. Changes to regulatory frameworks and
the requirement of the Bank to hold more capital can have an
adverse impact on the Group. Ineffective capital management could
result in a negative impact on the Group's capital levels and
potential regulatory action or enforcement should the Group not
meet minimum regulatory requirements.
Credit ratings risk
Credit ratings are opinions on the Group's creditworthiness.
Credit rating agencies may withdraw, revise or suspend credit
ratings or change the methodology by which companies are rated. The
Group's credit ratings affect the cost and availability of its
funding from capital markets and other funding sources and they may
be important to customers or counterparties when evaluating its
products and services. Therefore, maintaining high quality credit
ratings is important.
The credit ratings assigned to the Group and its subsidiaries by
rating agencies are based on an evaluation of a number of factors,
including financial strength, support from members of the Group and
structural considerations regarding the Australian financial
system. A credit rating downgrade could be driven by the occurrence
of one or more of the other events identified as risks in this
section of the Information Memorandum, or by other events,
including changes to the methodologies used by the rating agencies
to determine ratings.
If the Bank fails to maintain its current credit ratings, this
could adversely affect the Group's cost of funds and related
margins, competitive position and its access to capital and funding
markets. This could adversely affect the Group's businesses,
financial performance, liquidity, capital resources, financial
condition and prospects. The extent and nature of these impacts
would depend on various factors, including the extent of any
ratings change, whether the ratings of the Bank differ among
agencies (split ratings) and whether any ratings changes also
impact the Group's peers or the banking and insurance sectors more
generally.
Market risk
The Group is exposed to market risk as a consequence of both its
investments and trading activities in financial markets and through
the asset and liability management of its balance sheet. The Group
is exposed to losses arising from adverse movements in levels and
volatility of market factors, including interest rates, foreign
exchange rates, equity prices and credit spreads.
The Group, through its investment portfolios, is exposed to risk
and volatility in the markets, securities and other assets in which
it invests. Those risks include, but are not limited to:
-- Interest rate risk arising from a variety of sources,
including mismatches between the repricing periods of assets and
liabilities and the investment of the low cost deposit and capital
portfolio. As a result of these mismatches, movements in interest
rates (including material increases as central banks such as the
RBA unwind stimulatory monetary policy settings) may affect
earnings or the value of the Group;
-- Currency risk is the risk of loss of earnings or reduction in
asset values due to adverse movements in foreign exchange
rates;
-- Basis risk arising where the cash rate and bank bill rates do
not move in tandem which arises primarily from variable retail
assets repricing off the cash rate whilst the wholesale funding
liabilities price off the bank bill rates. As a result of these
mismatches between the base rate that assets price off and the base
rate that liabilities price off, movements in basis markets may
affect earnings or the value of the Group;
-- Asset/liability risk is the risk that the value of an
investment portfolio will decrease relative to the value of the
liabilities as a result of fluctuation in investment factors
including share prices, interest rates, credit spreads,
counterparty default, exchange rates or commodity prices; and
-- Liquidity risk including that assets cannot be sold without a
significant impairment in value.
Such risks can be heightened during periods of high volatility,
market disruption and periods of sustained low interest rates and
if the Group was to suffer substantial losses due to any market
volatility, it could adversely affect the Group's financial
performance, financial position, capital resources and
prospects.
Operational risk
Operational risk is the risk of loss, other than those captured
in the credit and market risk categories, resulting from inadequate
or failed internal processes, people or systems (including
information security systems), or from external events.
The Group is exposed to a variety of risks including those
arising from process error, fraud, technology failure, security and
physical protection, franchise agreements entered into with owners
of the Owner Managed Branches ("OMBs"), customer services, staff
skills, workplace safety, compliance, business continuity, crisis
management, processing errors, mis-selling of products and services
and performance and product development and maintenance. Financial
crime, in particular, is an inherent risk within the financial
services industry. In response to the COVID-19 pandemic, a
proportion of the Bank's workforce commenced working from home,
with the number of employees working from home continuing to be
higher than prior to the onset of the COVID-19 pandemic, with
flexible working arrangements likely to continue. This exposes the
Bank to additional operating risk, including increased risk of
fraud, technology and related risks and employee health and safety
risks and the Bank may suffer financial loss if the Bank fails to
monitor, detect and control potentially suspicious financial crime
activity.
The Bank manages these operational risks through appropriate
reporting lines, defined responsibilities, policies and procedures
and an operational risk framework incorporating regular risk
monitoring and reporting by each business unit. Operational risks
are documented in centralised risk databases which provide the
basis for business unit and bank-wide risk profiles, the latter
being reported to the Group's Risk Committees on a regular basis.
Although these steps are in place, there is no guarantee that the
Group will not suffer loss as a result of these risks (and an
inherent risk also exists due to systems and internal controls
failing to identify or prevent losses relating to these operational
risks). Such losses can include fines, penalties, loss or theft of
funds or assets, customer compensation, loss of shareholder value,
reputational losses, loss of life or injury to people and loss of
property and information. Loss from such risks could affect the
Group's financial performance, financial position, capital
resources and prospects.
The Group includes a number of subsidiaries that are trading
entities. Dealings and exposures between the members of the Group
(which principally arise through the provision of administrative,
corporate and distribution services, as well as through the
provision of funding and equity contributions) also give rise to a
risk of loss to the Bank.
Reputation risk
Reputation risk may arise through the actions of the Bank or
other financial services market participants and adversely affect
perceptions of the Bank held by the public, holders of its
securities, regulators or rating agencies or political bodies such
as government. These actions could include inappropriately dealing
with conflicts of interests, pricing policies, compliance with
legal and regulatory requirements, ethical issues, conduct risk
issues, litigation, compliance with anti-money laundering laws and
laws to prevent financial crime, employment laws, compliance with
trade sanctions legislation, compliance with privacy laws,
information security policies, sales and trading practices,
technology failures, security breaches and risk management
failures. Damage to the Bank's reputation may have an adverse
impact on the Bank's financial performance, financial position,
capital resources and prospects. This is in addition to any
regulatory sanctions that may be imposed from the same conduct or
issues.
Changes in technology
In order to continue to deliver new products and better services
to customers, comply with regulatory obligations (such as
obligations to report certain data and information to regulators)
and meet the demands of customers in a highly competitive banking
environment, the Bank needs to regularly renew and continually
enhance its technology.
Currently there are strategic technology programs underway as
part of the Bank's digital transformation across the Bank's retail,
business bank and supporting infrastructure, that are critical to
delivery of the Bank's overarching strategy to simplify and
modernise its technology infrastructure, application and operations
environment. These programs comprise both maintenance and remedial
activity to ensure the Bank's technology environment remains
compliant, secure and stable, and transformational activity to
drive customer growth and improve efficiency.
Failure to successfully deliver these programs could result in
substantial cost overruns, unrealised productivity, additional
operational and system costs, failure to meet compliance
obligations, reputational damage and/or result in the loss of
market share to competitors.
The delivery, non-delivery or delayed delivery of these
strategic programs can have a direct impact on the Group's
financial performance.
Cyber security risks
The Bank is highly dependent on information systems and
technology, a number of which are outsourced or provided by third
parties. Therefore, there is a risk that these, or the services the
Bank uses or is dependent upon (including those provided by third
parties), might fail, including because of unauthorised access or
use. Most of the Bank's daily operations are computer-based and
information systems applications and technology are essential to
maintaining effective communications with customers. The Bank is
also conscious that threats to information systems applications and
technology are continuously evolving and cyber threats and risk of
attacks are increasing due to increased use of the internet and
telecommunications to conduct financial transactions, growing
sophistication of attackers and global increase in cyber crime. A
number of recent examples have occurred in Australia.
Cyber security means protecting the cyber environment and
information from threats including unauthorised access, use,
disclosure, disruption, modification, perusal, inspection,
recording or destruction. By its nature, the Bank handles a
considerable amount of personal and confidential information about
its customers. The exposure to systems risks include the complete
or partial failure of information technology systems due to, among
other things, failure to keep pace with industry developments and
the capacity of the existing systems to effectively accommodate
growth, prevent unauthorised access and integrate existing and
future acquisitions and alliances, such as the acquisition of ME.
There is a risk that information and data may be inadvertently or
inappropriately accessed or distributed or illegally accessed or
stolen. This could be a direct attack on the Bank or an attack on
one of the Bank's third party suppliers who manage the Bank's data
or have access to the Bank's information systems, applications or
technology.
To manage these risks, the Bank employs a cyber security team
which is responsible for the development and implementation of the
Bank's information security policies, operational procedures and
cyber security specialist partners. The Bank is conscious that
threats to cyber security are continuously evolving and as such the
Bank conducts regular internal and external reviews to ensure new
threats are identified, evolving risks are mitigated, policies and
procedures are updated and good practice is maintained. However,
the Bank may not be able to anticipate all attacks as they may be
dynamic in nature or implement effective measures to prevent or
minimise disruptions that may be caused by all cyber threats
because the techniques used can be highly sophisticated and those
perpetuating the attacks may be well resourced.
As there can be no guarantee that the steps taken by the Bank to
manage the risks will be fully effective, any failure of these
systems or a successful cyberattack could result in a number of
potential consequences including business interruption, damage to
technology infrastructure, loss of data or information, customer
dissatisfaction, legal or regulatory breaches and liability
including fines or penalties, loss of customers, financial
compensation or remediation, class actions and need for significant
additional resources to modify and enhance the Bank's systems and
investigate and remediate any incidents.
All of these consequences could have regulatory impacts, cause
damage to the Bank's reputation and/or a weakening of the Bank's
competitive position, which could adversely impact the Bank's
financial performance, financial position, capital resources and
prospects.
Failure to recruit and retain key executives, employees and
directors
The Bank's ability to attract and retain qualified and skilled
executives, employees and directors is critical to the success of
the Bank's business and its pursuit of its strategic objectives.
The success of the Bank's recruitment and retention practices,
remuneration and talent and success planning will have an impact on
the Bank's ability to attract and retain qualified and skilled
employees. The unexpected departure of an individual in a key role,
or the Bank's failure to recruit and retain appropriately skilled
and qualified persons into these roles, could each have an adverse
effect on the Bank's ability to operate its business efficiently,
its ability to execute on its strategy, its prospects, reputation,
financial performance or financial condition. It may also have an
impact on the Group's ability to maintain an effective risk
management framework.
Emerging risks include low unemployment, reduced migration
levels of skilled workers, new flexible ways of working,
introduction of AI, wages pressure and a highly competitive talent
market (with competition from both within and outside of financial
services), which are all having a significant impact on the ability
of the Group to hire and retain qualified and skilled employees.
This may result in the Group having to pay employees at or above
market levels which in turn could have adverse impacts on the
Bank's financial performance, financial position, capital resources
and prospects.
Breach of industrial practices
Failure by an employer to comply with relevant employment laws,
awards or enterprise agreements can lead to potential regulatory
investigations or enforcement actions or other civil or criminal
fines or penalties. As disclosed on 29 September 2020, the Bank
identified irregularities in superannuation payments and potential
underpayment and entitlement issues relating to employees employed
under the 2010, 2014 and 2018 Enterprise Agreements.
While the Bank has undertaken significant work, with the
assistance of external third parties, to estimate the likely costs
to remediate any underpayments plus associated costs, the work and
analysis, together with ongoing engagement with the Fair Work
Ombudsman ("FWO") and Financial Services Union, will continue
throughout 2023 or longer depending on any enforcement action.
Accordingly, there is a risk that the full impact may differ from
the amount for which the Bank has currently provisioned. Given the
time required to undertake this work and the FWO deliberations, it
is not yet possible to fully determine what enforcement action, if
any, FWO may take but could include an enforceable undertaking.
There is also a risk of further regulatory enforcement action
and associated penalty payments in relation to these underpayments
for which the Bank has included an estimate in the current
provision.
Changes to accounting policies and/or methods in which they are
applied may adversely affect the Bank's business, operations and
financial condition
The accounting policies and methods that the Bank applies are
fundamental to how it records and reports its financial position
and results of operations. Management of the Bank must exercise
judgment in selecting and applying many of these accounting
policies and methods as well as estimates and assumptions applied
so that they not only comply with generally accepted accounting
principles, but they also reflect the most appropriate manner in
which to record and report on the financial position and results of
operations.
These estimates and associated assumptions are based on
historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form
the basis of making the judgements about carrying values of assets
and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
Insurance risk
The Group maintains insurance that it considers to be prudent
for the scope and scale of its activities. If the Group's
third-party providers fail to perform their obligations and/or its
third-party insurance cover is insufficient for a particular matter
or group or related matters, the net loss to the Group could
adversely impact the Bank's financial performance, financial
position, capital resources and prospects.
Strategic risk
Strategic risk is the risk associated with the pursuit of the
Bank's strategic objectives in a dynamic environment. There is a
risk that the strategic objectives of the Bank may not achieve or
realise the Bank's key priorities. If the business does not perform
as anticipated or if there are changes in the business, economic,
legislative or regulatory environment, wholesale or retail funding
markets or customer behaviour changes, this may also affect the
effectiveness of any strategy.
This includes risk associated with strategic opportunities,
including acquisitions, divestments and restructuring of existing
businesses as well as simplification, transformational investment
and innovation initiatives. Each of these activities can be
complex, costly and time consuming and require the Group, its
directors and senior management to make strategic choices about
where to place the Group's investment expenditure and how to use
its capital.
Pursuing a growth strategy, organic or inorganic (through
acquisitions, divestments or other transactions) can place
significant demand on the Bank's legal, compliance, finance, IT and
risk management teams and risks disruption to existing businesses
and the operations of the Bank, including possible changes in key
executives and employees. Strategic risk extends to internal
business choices made in a timely manner covering product
development, pricing, processes, resource allocation and
investment. These all impact the performance and ability to deliver
on the strategic ambitions for the Group.
A failure to execute the Bank's strategic objectives may result
in a failure to achieve anticipated benefits and ultimately
adversely impact the Bank's operations, reputation, financial
performance, financial position, ability to pay future dividends or
capital distributions, capital resources and prospects. Executing
on multiple transactions and/or initiatives can intensify this risk
as well as accelerating large-scale transformation execution. There
is also the risk that other strategic opportunities are missed.
Implementation of digital transformation strategy
The Bank has previously announced its digital transformation
strategy to simplify and modernise its technology infrastructure,
applications and operations environment. The Bank's investment in
this transformation program is critical to simplifying its
technology and automating its manual processes. These programmes of
work comprise both maintenance and remedial activity to ensure the
technology environment remains secure and stable, and
transformational activity to drive customer growth such as the
build out of a new digital bank and the move to cloud.
While significant progress has been made through its partnership
with key global technology partners such as Temenos and Microsoft,
with benefits emerging, the Bank is currently still operating on
multiple legacy systems and platforms meaning lower cost to income
ratios will not be fully realised until duplication has been
removed.
There continues to be a risk that the costs and expenses
associated with implementing the digital transformation are not
managed as planned and/or the implementation timelines are
extended. The increased costs or extended timeframes could have an
adverse effect on the Bank's financial performance, financial
position, ability to pay future dividends or capital distributions,
capital resources and prospects. There is also the risk that the
benefits of the digital transformation are not as anticipated
including lower than expected customer growth and a failure to
achieve significant improvements in cost-to-income ratios. Should
the Bank not execute its digital transformation, it will be
required to continue with complex legacy systems, including those
used in risk management frameworks and manual processes and
controls. This could lead to the Bank underperforming market
expectations regarding growth, costs and profit, which may have an
impact on the Bank's financial performance, financial position,
capital resources and prospects.
Increased industry competition
There is substantial competition for the provision of financial
services in the markets in which the Bank operates. Existing
participants (including as a result of merger or consolidation
activity) or potential new entrants to the market, especially in
the Bank's main markets and products, could heighten competition
and reduce margins or increase costs of participation, which would
adversely affect the Group's financial performance and
position.
Competition is expected to increase including from
non-Australian financial services providers as well as new non-bank
entrants who may be unregulated or subject to lower prudential or
regulatory standards than the Bank and may be able to operate more
efficiently.
Ongoing consolidation in the financial services sector,
including in the banking sector, has the potential to change the
competitive environment, increase competition and to create
different competitive opportunities and threats, all which may have
a negative impact on the Bank. There is no guarantee that the Bank
will be able to participate in any further industry consolidation
and the ability for the Bank to be able to take advantage of any
associated competitive opportunities, or to respond to any
competitive threats, is uncertain.
As the financial services industry is a licensed and regulated
industry, the prudential framework across industry participants
creates its own challenges and any changes in the regulatory
environment can potentially influence the industry's competitive
dynamic.
If the Bank is unable to compete effectively in its business
segments and markets, its market share may decline placing pressure
on margins, which may in turn adversely affect the Group's
financial performance, financial position, capital resources and
prospects.
Conduct risk
Conduct risk is the risk that the Bank's provision of products
and services results in unsuitable or unfair outcomes for its
customers and/or undermines market integrity. Conduct risk could
occur through the provision of products and services to the Bank's
customers that do not meet their needs or that are not appropriate
for them or that do not support market integrity, as well as the
poor conduct of the Bank's employees, contractors, agents,
authorised representatives and external service providers, which
could include deliberate attempts by such individuals to circumvent
the Bank's controls, processes and procedures. This could occur
through a failure to meet professional obligations to specific
clients (including suitability requirements), poor product design
and distribution, failure to adequately consider customer needs or
selling products and services outside of customer target markets.
Conduct risk may also arise where there has been a failure to
adequately provide a product or services that the Bank had agreed
to provide a customer.
While the Bank has frameworks, policies, processes and controls
that are designed to mitigate the risk of poor conduct outcomes,
these policies and processes may not always have been or continue
to be effective. The failure of these policies and processes could
result in financial losses, regulatory fines and reputational
damage, as well as remediation costs to improve policies and
processes. This could adversely affect the Bank's financial
performance, financial position, capital resources and
prospects.
Reliance on external parties
The Bank's operations depend on performance by a number of
external parties operating under contractual arrangements with the
Bank. Examples include:
-- The Bank's OMBs network and brokers. For example,
non--performance of contractual obligations and poor operational
performance of OMBs, who operate the majority of the Bank's retail
branches, the Bank's broker partners, may have an adverse effect on
the Bank's business and financial performance.
-- The risk of relying on third parties to review and advise on
improvements to processes and practices should such advice or
guidance be incorrect or fail to meet legal or regulatory
requirements or regulator expectations or lead to litigation or
class actions.
-- The Bank also has key outsourcing agreements including in
relation to its IT platforms and systems where certain activities
or products can be more effectively provided by suppliers. Although
the Bank has taken steps to protect it from the effects of
defaults, inadvertent loss of data, breaches of privacy or breaches
of security under these contractual arrangements and outsourcing
agreements, such defaults, losses or breaches may have an adverse
effect on the Bank's business continuity and financial performance
and could additionally lead to a loss of customer, employee or
commercially sensitive data, regulatory fines or penalties and/or
reputational damage. There is also a risk that one the Bank's
suppliers will suffer a cyber threat or cyber attack that may
disrupt the Bank's business operations, damage its technology
infrastructure or cause loss of data or information.
A risk of relying on third parties to provide the Bank's core
platforms and other operating requirements is the risk of disputes
arising under such contractual arrangements that may lead to early
termination of such arrangements which may cause financial loss or
damage to the Bank, cause material interruptions to the Bank's
business and operations and/or lead to loss of the Bank's licenses
or permits to operate.
Litigation and regulatory proceedings
The Bank (like all entities in the banking, insurance or finance
sectors) is exposed to the risk of litigation and/or regulatory
reviews, investigations or proceedings brought by or on behalf of
its customers, policyholders, reinsurers, government agencies
(including regulators) or other potential claimants. If the Group
fails to meet its legal or regulatory requirements, or the
requirements of industry codes of practice (such as the Banking
Code of Practice), or its ethical standards, it may be exposed to
fines, public censure, litigation, settlements, restitution and
remediation to customers, regulators or other stakeholders, or
enforced suspension of operations or loss of licence to operate all
or part of the Group's business.
The Group may be exposed to risks relating to design and
distribution of its products and services, and/or the provision of
advice, recommendations or guidance about those products and
services, or behaviours which do not appropriately consider the
interests of customers, the integrity of the financial markets and
the expectations of the community, in the course of its business
activities.
In recent years there have been significant increases in the
nature and scale of regulatory investigations and reviews,
enforcement actions (whether by court action or otherwise) and the
quantum of fines issued by regulators, particularly against
financial institutions both in Australia and globally. The nature
of those investigations, reviews and enforcement actions can be
wide ranging and, for example, have included and currently include
a range of matters including responsible lending practices,
anti--money laundering and counter terrorism financing, product
suitability, wealth advice, operational risk, compliance and risk
culture and conduct in financial markets and capital markets
transactions.
As has been disclosed to the market, on 25 May 2021, the
Commonwealth Director of Public Prosecution commenced proceedings
against ME in relation to alleged contraventions of the National
Credit Code and the ASIC Act. As at the date of this Information
Memorandum, those proceedings remain on foot.
As noted in "Risk Factors - Regulatory, legal and compliance
risk - Regulation in Australia", internal and external reviews
identified that a material uplift is required in respect of the
Bank's operational resilience, risk culture and AML/CTF Program and
compliance.
There is a risk that the outcome of ongoing engagement with
regulators in respect of the matters above will involve regulators
imposing fines, sanctions or taking other enforcement actions in
relation to the Group's compliance with relevant laws and
regulations.
Additionally, there can be no assurance that significant
litigation will not arise in the future and that the outcome of
legal proceedings from time to time will not have an adverse effect
on the Group's businesses, financial performance, financial
condition or prospects.
RISKS RELATED TO THE STRUCTURE OF A PARTICULAR ISSUE OF
NOTES
Notes issued under the Programme may have features which contain
particular risks for potential investors. Set out below is a
description of the most common such features:
Notes are subject to optional redemption by the Issuer, which
may limit their market value
If an Issuer Call is specified in the applicable Final Terms,
the Issuer may elect to redeem all or some of the Notes at the
Optional Redemption Amount (specified in the applicable Final
Terms) plus accrued interest. An optional redemption feature of
Notes is likely to limit the market value of such Notes. During any
period when the Issuer may elect to redeem Notes, the market value
of those Notes generally will not rise substantially above the
price at which they can be redeemed. This also may be true prior to
any redemption period.
The Issuer may be expected to redeem Notes when its cost of
borrowing is lower than the interest rate on the Notes. At those
times, an investor generally would not be able to reinvest the
redemption proceeds at an effective interest rate as high as the
interest rate on the Notes being redeemed and may only be able to
do so at a significantly lower rate. Potential investors should
consider reinvestment risk in light of other investments that are
likely to be available at that time.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes bear interest at a rate that the
Issuer may elect to convert from a fixed rate to a floating rate,
or from a floating rate to a fixed rate. Such a feature to convert
the interest basis, and any conversion of the interest basis, may
affect the secondary market in, and the market value of, such Notes
as the change of interest basis may result in a lower interest
return for Noteholders. Where the Notes convert from a fixed rate
to a floating rate, the spread on the Fixed/Floating Rate Notes may
be less favourable than then prevailing spreads on comparable
Floating Rate Notes tied to the same reference rate. In addition,
the new floating rate at any time may be lower than the rates on
other Notes. Where the Issuer converts from a floating rate to a
fixed rate, the fixed rate may be lower than then prevailing rates
on those Notes and could affect the market value of an investment
in the relevant Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount
or premium from their principal amount tend to fluctuate more in
relation to general changes in interest rates than do prices for
conventional interest-bearing securities. Generally, the longer the
remaining term of the securities, the greater the price volatility
as compared to conventional interest-bearing securities with
comparable maturities.
The regulation and reform of "benchmarks" may adversely affect
the value of Notes linked to or referencing such "benchmarks"
Interest rates and indices which are deemed to be "benchmarks"
(including the euro interbank offered rate ("EURIBOR")) are the
subject of national and international regulatory guidance and
proposals for reform. Some of these reforms are already effective
whilst others are still to be implemented. These reforms may cause
such benchmarks to perform differently than in the past, to
disappear entirely, or have other consequences which cannot be
predicted. Any such consequence could have a material adverse
effect on any Notes referencing such a "benchmark".
In Australia, examples of reforms that are already effective
include changes to the methodology for calculation of the
Australian Bank Bill Swap Rate ("BBSW"), and amendments to the
Corporations Act made by the Treasury Laws Amendment (2017 Measures
No. 5) Act 2018 of Australia which, among other things, enables
ASIC to make rules relating to the generation and administration of
financial benchmarks. On 6 June 2018, ASIC designated BBSW as a
"significant financial benchmark" and made the ASIC Financial
Benchmark (Administration) Rules 2018 and the ASIC Financial
Benchmarks (Compelled) Rules 2018. On 27 June 2019, ASIC granted
ASX Benchmarks Pty Limited a licence to administer BBSW. In Europe,
the EU Benchmarks Regulation was published in the Official Journal
of the EU on 29 June 2016 and applied from 1 January 2018. The EU
Benchmarks Regulation applies, subject to certain transitional
provisions, to the provision of benchmarks, the contribution of
input data to a benchmark and the use of a benchmark within the EU.
It will, among other things, (i) require
benchmark administrators to be authorised or registered (or, if
non-EU-based, to be subject to an equivalent regime or otherwise
recognised or endorsed) and (ii) prevent certain uses by EU
supervised entities of "benchmarks" of administrators that are not
authorised or registered (or, if non--EU based, not deemed
equivalent or recognised or endorsed). The UK Benchmarks
Regulation, among other things, applies to the provision of
benchmarks and the use of a benchmark in the UK. Similarly, it
prohibits the use in the UK by UK supervised entities of benchmarks
of administrators that are not authorised by the FCA or registered
on the FCA register (or, if non-UK based, not deemed equivalent or
recognised or endorsed).
These reforms (including the EU Benchmarks Regulation and/or UK
Benchmarks Regulation) could have a material impact on any Notes
linked to, referencing or otherwise dependent (in whole or in part)
upon, a "benchmark", in particular, if the methodology or other
terms of the benchmark are changed in order to comply with the
requirements imposed thereunder. Such changes could, among other
things, have the effect of reducing, increasing or otherwise
affecting the volatility of the published rate or level of the
"benchmark".
More broadly, any of the international or national reforms, or
the general increased regulatory scrutiny of "benchmarks", could
increase the costs and risks of administering or otherwise
participating in the setting of a "benchmark" and complying with
any such regulations or requirements.
The euro risk-free rate working group for the euro area has
published a set of guiding principles and high level
recommendations for fallback provisions in, amongst other things,
new euro denominated cash products (including bonds) referencing
EURIBOR. The guiding principles indicate, amongst other things,
that continuing to reference EURIBOR in relevant contracts (without
robust fallback provisions) may increase the risk to the euro area
financial system. On 11 May 2021, the euro risk-free rate working
group published its recommendations on EURIBOR fallback trigger
events and fallback rates.
Such factors may have (without limitation) the following effects
on certain benchmarks: (i) discouraging market participants from
continuing to administer or contribute to a benchmark; (ii)
triggering changes in the rules or methodologies used in the
benchmark and/or (iii) leading to the disappearance of the
benchmark. Any of the above changes or any other consequential
changes as a result of international or national reforms or other
initiatives or investigations, could have a material adverse effect
on the value of and return on any Notes referencing, or otherwise
dependent (in whole or in part) upon, a benchmark.
Investors should be aware that in the case of certain Floating
Rate Notes, the Conditions of the Notes provide for certain
fallback arrangements in the event that a published benchmark,
including an inter--bank offered rate (such as EURIBOR) or another
relevant reference rate ceases to exist or be published or another
Benchmark Event (as defined in the Conditions of the Notes) occurs.
These fallback arrangements include the possibility that the Rate
of Interest could be determined by reference to a Successor Rate or
an Alternative Rate and that an Adjustment Spread (which could be
positive, negative or zero) may be applied to such Successor Rate
or Alternative Rate as a result of the replacement of the relevant
benchmark or screen rate (as applicable) originally specified with
the Successor Rate or the Alternative Rate (as the case may be),
together with the making of certain Benchmark Amendments to the
Conditions of such Notes (without the consent of the Noteholders,
as further described under Condition 4(d)(iii) "Benchmark
Discontinuation - Benchmark Amendments " of the Conditions of the
Notes, which in the case of any Alternative Rate, any Adjustment
Spread (unless formally recommended or provided for) and any
Benchmark Amendments shall be determined by the Issuer (acting in
good faith and by reference to such sources as it deems
appropriate, which may include consultation with an Independent
Adviser) and as more fully described at Condition 4(d)(iv)
"Benchmark Discontinuation - Independent Adviser ". The use of a
Successor Rate or Alternative Rate (including with the application
of an Adjustment Spread) will still result in any Notes linked to
or referencing an Original Reference Rate performing differently
(which may include payment of a lower Rate of Interest) than they
would if the Original Reference Rate were to continue to apply in
its current form. There is also a risk that the relevant fallback
provisions may not operate as expected or intended at the relevant
time.
Furthermore, in certain circumstances the ultimate fallback for
the purposes of calculation of interest for a particular Interest
Period may result in the Rate of Interest for the last preceding
Interest Period being used. This may result in the effective
application of a fixed rate for Floating Rate Notes based on the
rate which was last observed on the Relevant Screen Page or the
initial Rate of Interest applicable to such Notes on the Interest
Commencement Date.
Any such consequences could have a material adverse effect on
the value or liquidity of and return on any such Notes. Moreover,
any of the above matters or any other significant change to the
setting or existence of any relevant rate could affect the ability
of the Issuer to meet its obligations under the Floating Rate Notes
or could have a material adverse effect on the value or liquidity
of, and the amount payable under, such Floating Rate Notes.
Investors should consult their own independent advisers and make
their own assessment about the potential risks imposed by the
Benchmarks Regulations or any of the international or national
reforms in making any investment decision with respect to any Notes
linked to or referencing a benchmark.
The market continues to develop in relation to SONIA and SOFR as
reference rates
Where the applicable Final Terms for a Series of Floating Rate
Notes identifies that the Rate of Interest for such Notes will be
determined by reference to SONIA or SOFR ("SONIA-linked Notes" and
"SOFR--linked Notes", respectively), the Rate of Interest will be
determined on the basis of Compounded Daily SONIA or Compounded
Daily SOFR, respectively (each as defined in the Conditions of the
Notes). Compounded Daily SONIA and Compounded Daily SOFR differ
from Sterling and U.S. dollar LIBOR, respectively, in a number of
material respects, including (without limitation) that Compounded
Daily SONIA and Compounded Daily SOFR are backwards-looking,
compounded, risk--free overnight rates, whereas Sterling and U.S.
dollar LIBOR are expressed on the basis of a forward-looking term
and include a risk-element based on inter-bank lending. As such,
investors should be aware that there may be a material difference
in the behaviour of Sterling LIBOR and SONIA or U.S. dollar LIBOR
and SOFR as interest reference rates for Noted issued under the
Programme. The use of SONIA and SOFR as reference rates for
Eurobonds is nascent, and is subject to change and development,
both in terms of the substance of the calculation and in the
development and adoption of market infrastructure for the issuance
and trading of debt securities referencing SONIA and/or SOFR.
Each of the Bank of England and the Federal Reserve Bank of New
York (the "FRBNY") publishes certain historical indicative secured
overnight financing rates, although such historical indicative data
inherently involves assumptions, estimates and approximations.
Potential investors in SONIA-linked Notes and SOFR-linked Notes
should not rely on such historical indicative data or on any
historical changes or trends in SONIA or SOFR, as the case may be,
as an indicator of the future performance of SONIA or SOFR,
respectively. For example, since the initial publication of SOFR,
daily changes in SOFR have, on occasion, been more volatile than
daily changes in comparable benchmark or market rates (see "SOFR
and SONIA may be more volatile than other benchmarks or market
rates" below). Accordingly, SONIA and SOFR over the term of any
SONIA-linked Notes or SOFR-linked Notes, respectively, may bear
little or no relation to the historical actual or historical
indicative data.
Prospective investors in any Notes referencing Compounded Daily
SONIA or Compounded Daily SOFR should be aware that the market
continues to develop in relation to each of SONIA and SOFR as a
reference rate in the capital markets and its adoption as an
alternative to Sterling LIBOR and U.S. dollar LIBOR, respectively.
For example, in the context of backwards-looking SONIA and SOFR
rates, market participants and relevant working groups are, as at
the date of this Information Memorandum, currently exploring
forward-looking 'term' SONIA or SOFR reference rates (which seek to
measure the market's forward expectation of an average SONIA or
SOFR rate over a designated term). The adoption of SONIA or SOFR
may also see component inputs into swap rates or other composite
rates transferring from Sterling LIBOR or U.S. dollar LIBOR,
respectively, or another reference rate to SONIA or SOFR.
The market or a significant part thereof may adopt an
application of SONIA that differs significantly from that set out
in the Conditions as applicable to Notes referencing Compounded
Daily SONIA that are issued under this Information Memorandum.
Furthermore, the Issuer may in future issue Notes referencing SONIA
that differ materially in terms of interest determination when
compared with any previous SONIA-referenced Notes issued by it
under the Programme. The nascent development of Compounded Daily
SONIA as an interest reference rate for the Eurobond markets, as
well as continued development of SONIA-based rates for such market
and the market infrastructure for adopting such rates, could result
in reduced liquidity or increased volatility or could otherwise
affect the market price of any SONIA-referenced Notes issued under
the Programme from time to time.
In addition, the manner of adoption or application of SONIA and
SOFR reference rates in the Eurobond markets may differ materially
compared with the application and adoption of SONIA or SOFR in
other markets, such as the derivatives and loan markets. Investors
should carefully consider how any mismatch between the adoption of
SONIA or SOFR reference rates across these markets may impact any
hedging or other financial arrangements which they may put in place
in connection with any acquisition, holding or disposal of Notes
referencing Compounded Daily SONIA or Compounded Daily SOFR.
Since SONIA and SOFR are relatively new market reference rates,
Floating Rate Notes referencing Compounded Daily SONIA or
Compounded Daily SOFR may have no established trading market when
issued, and an established trading market may never develop or may
not be very liquid. Market terms for debt securities referencing
Compounded Daily SONIA or Compounded Daily SOFR, such as the spread
over the reference rate reflected in the interest rate provisions,
may evolve over time, and trading prices of such debt securities
may be lower than those of later issued debt securities as a
result. Further, if Compounded Daily SONIA or Compounded Daily SOFR
do not prove to be widely used in securities, the trading price of
Floating Rate Notes referencing Compounded Daily SONIA or
Compounded Daily SOFR, respectively, may be lower than those of
debt securities referencing other reference rates that are more
widely used.
Investors should carefully consider these matters when making
their investment decision with respect to any such Notes.
Any failure of SONIA or SOFR to gain market acceptance could
adversely affect SONIA-linked Notes or SOFR-linked Notes
According to the Alternative Reference Rates Committee, convened
by the Board of Governors of the FRBNY , SOFR was developed for use
in certain U.S. dollar derivatives and other financial contracts as
an alternative to U.S. dollar LIBOR in part because it is
considered a good representation of general funding conditions in
the overnight U.S. Treasury repurchase agreement market. However,
as a rate based on transactions secured by U.S. Treasury
securities, it does not measure bank-specific credit risk and, as a
result, is less likely to correlate with the unsecured short-term
funding costs of banks. Similar considerations apply in respect of
SONIA. This may mean that market participants would not consider
SOFR or SONIA a suitable replacement or successor for all of the
purposes for which U.S. dollar or Sterling LIBOR historically has
been used (including, without limitation, as a representation of
the unsecured short-term funding costs of banks), which may, in
turn, lessen market acceptance of SOFR or SONIA. Any failure of
SOFR or SONIA to gain market acceptance could adversely affect the
return on and value and market price of Floating Rate Notes which
reference Compounded Daily SOFR or Compounded Daily SONIA and the
price at which investors can sell such Notes in the secondary
market.
The amount of interest payable with respect to each Interest
Period will only be determined near the end of the Interest Period
for SONIA-linked Notes and SOFR-linked Notes
The Rate of Interest on Notes referencing Compounded Daily SONIA
and Compounded Daily SOFR is only capable of being determined at
the end of the relevant SONIA Observation Period (as defined in
Condition 4(b)(ii)(B)(2) or SOFR Observation Period (as defined in
Condition 4(b)(ii)(C)(3) ) and immediately prior to the relevant
Interest Payment Date. It may be difficult for investors in any
such Notes to estimate reliably the amount of interest which will
be payable on such Notes on each Interest Payment Date, and some
investors may be unable or unwilling to trade such Notes without
changes to their information technology systems, both of which
factors could adversely impact the liquidity of such Notes.
Further, if Notes referencing Compounded Daily SONIA or Compounded
Daily SOFR become due and payable as a result of an Event of
Default under Condition 9 , or are otherwise redeemed early on a
date which is not an Interest Payment Date, the final Rate of
Interest payable in respect of such Notes shall only be determined
by reference to a shortened period ending immediately prior to the
date on which the Notes become due and payable.
RISKS RELATED TO NOTES GENERALLY
Set out below is a brief description of certain risks relating
to the Notes generally:
Modification and waiver
The conditions of the Notes contain provisions for calling
meetings (including by way of conference call or by use of a
videoconference platform) of Noteholders to consider matters
affecting their interests generally. These provisions permit
defined majorities to bind all Noteholders including Noteholders
who did not attend and vote at the relevant meeting and Noteholders
who voted in a manner contrary to the majority.
The conditions of the Notes also provide that the Agent and the
Issuer may, without the consent of Noteholders, agree to (i) any
modification of the Notes, the Coupons or the Agency Agreement
which is not prejudicial to the interests of the Noteholders or
(ii) any modification of the Notes, the Coupons, or the Agency
Agreement which is of a formal, minor or technical nature or is
made to correct a manifest error or to comply with a mandatory
provision of law.
Change of law
The conditions of the Notes are based on English law in effect
as at the date of this Information Memorandum. No assurance can be
given as to the impact of any possible judicial decision or change
to English law or administrative practice after the date of this
Information Memorandum.
Notes where denominations involve integral multiples: Definitive
Notes
In relation to any issue of Notes which have a denomination
consisting of the minimum Specified Denomination plus a higher
integral multiple of another smaller amount, it is possible that
such Notes may be traded in amounts in excess of such minimum
Specified Denomination that are not integral multiples of such
minimum Specified Denomination. In such a case a Noteholder who, as
a result of trading such amounts, holds a principal amount which is
less than the minimum Specified Denomination in their account with
the relevant clearing system at the relevant time may not receive a
Definitive Note in respect of such holding (should Definitive Notes
be printed) and would need to purchase a principal amount of Notes
such that its holding amounts to a Specified Denomination.
If Definitive Notes are issued, Noteholders should be aware that
Definitive Notes which have a denomination that is not an integral
multiple of the minimum Specified Denomination may be illiquid and
difficult to trade.
RISKS RELATED TO THE MARKET GENERALLY
Set out below is a brief description of the principal market
risks, including liquidity risk, exchange rate risk, interest rate
risk and credit risk:
The secondary market generally
Notes may have no established trading market when issued, and
one may never develop. If a market does develop, it may not be very
liquid. Therefore, investors may not be able to sell their Notes
easily or at prices that will provide them with a yield comparable
to similar investments that have a developed secondary market. This
is particularly the case for Notes that are especially sensitive to
interest rate, currency or market risks, are designed for specific
investment objectives or strategies, are being issued to a single
investor or a limited number of investors or have been structured
to meet the investment requirements of limited categories of
investors. These types of Notes generally would have a more limited
secondary market and more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the
market value of Notes.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in the
Specified Currency. This presents certain risks relating to
currency conversions if an investor's financial activities are
denominated principally in a currency or currency unit (the
"Investor's Currency") other than the Specified Currency. These
include the risk that exchange rates may significantly change
(including changes due to devaluation of the Specified Currency or
revaluation of the Investor's Currency) and the risk that
authorities with jurisdiction over the Investor's Currency may
impose or modify exchange controls. An appreciation in the value of
the Investor's Currency relative to the Specified Currency would
decrease (1) the Investor's Currency-equivalent yield on the Notes,
(2) the Investor's Currency-equivalent value of the principal
payable on the Notes and (3) the Investor's Currency equivalent
market value of the Notes.
Government and monetary authorities may impose (as some have
done in the past) exchange controls that could adversely affect an
applicable exchange rate. As a result, investors may receive less
interest or principal than expected, or no interest or
principal.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent
changes in market interest rates may adversely affect the value of
the Fixed Rate Notes.
Credit ratings assigned to the Issuer or any Notes may not
reflect all the risks associated with an investment in those
Notes
One or more independent credit rating agencies may assign credit
ratings to the Issuer or the Notes. The ratings may not reflect the
potential impact of all risks related to structure, market,
additional factors discussed above, and other factors that may
affect the value of the Notes. A credit rating is not a
recommendation to buy, sell or hold securities and may be revised
or withdrawn by the rating agency at any time (including as a
result of any change in rating methodology).
In general, European regulated investors are restricted under
the CRA Regulation from using credit ratings for regulatory
purposes in the EEA, unless such credit ratings are issued by a
credit rating agency established in the EEA and registered under
the CRA Regulation (and such registration has not been withdrawn or
suspended), subject to transitional provisions that apply in
certain circumstances whilst the registration application is
pending. Such general restriction will also apply in the case of
credit ratings issued by third country non-EEA credit rating
agencies, unless the relevant credit ratings are endorsed by an
EEA-registered credit rating agency or the relevant third country
credit rating agency is certified in accordance with the CRA
Regulation (and such endorsement action or certification, as the
case may be, has not been withdrawn or suspended), subject to
transitional provisions that apply in certain circumstances. If the
status of the rating agency rating the Notes changes, European
regulated investors may no longer be able to use the rating for
regulatory purposes and the Notes may have a different regulatory
treatment. This may result in European regulated investors selling
the Notes which may impact the value of the Notes in any secondary
market. The list of registered and certified credit rating agencies
published by ESMA on its website in accordance with the CRA
Regulation is not conclusive evidence of the status of the relevant
credit rating agency included in such list, as there may be delays
between certain supervisory measures being taken against a relevant
credit rating agency and the publication of the updated ESMA list.
Certain information with respect to the credit rating agencies and
credit ratings is set out in this Information Memorandum.
Investors regulated in the UK are subject to similar
restrictions under the UK CRA Regulation. As such, UK regulated
investors are required to use for UK regulatory purposes ratings
issued by a credit rating agency established in the UK and
registered under the UK CRA Regulation. In the case of ratings
issued by third country non-UK credit rating agencies, third
country credit ratings can either be: (a) endorsed by a UK
registered credit rating agency; or (b) issued by a third country
credit rating agency that is certified in accordance with the UK
CRA Regulation. Note this is subject, in each case, to (a) the
relevant UK registration, certification or endorsement, as the case
may be, not having been withdrawn or suspended, and (b)
transitional provisions that apply in certain circumstances.
If the status of the rating agency rating the Notes changes for
the purposes of the CRA Regulation or the UK CRA Regulation,
relevant regulated investors may no longer be able to use the
rating for regulatory purposes in the EEA or the UK, as applicable,
and the Notes may have a different regulatory treatment, which may
impact the value of the Notes and their liquidity in the secondary
market.
Form of the Notes
Initial Issue of Notes
Each Tranche of Notes will initially be represented by either a
Temporary Global Note or a Permanent Global Note, which on issue,
in either case, will be delivered to a common depositary outside
the United States for Euroclear and Clearstream, Luxembourg (the
"Common Depositary"). Upon such delivery, Euroclear or Clearstream,
Luxembourg will credit each subscriber with a nominal amount of
Notes equal to the nominal amount thereof for which it has
subscribed and paid.
Notes that are initially deposited with the Common Depositary
may also be credited to the accounts of subscribers with other
clearing systems through direct or indirect accounts with Euroclear
and Clearstream, Luxembourg held by other clearing systems.
Conversely, Notes that are initially deposited with any other
clearing system may similarly be credited to the accounts of
subscribers with Euroclear, Clearstream, Luxembourg or other
clearing systems.
Relationship of Accountholders with Clearing Systems
Each of the persons shown in the records of Euroclear,
Clearstream, Luxembourg or any other clearing system as the holder
of a Note represented by a Temporary Global Note or a Permanent
Global Note (each a "Global Note") must look solely to Euroclear,
Clearstream, Luxembourg or such other clearing system (as the case
may be) for their share of each payment made by the Issuer to the
bearer of such Global Note, and in relation to all other rights
arising under the Global Notes, subject to and in accordance with
the respective rules and procedures of Euroclear, Clearstream,
Luxembourg or such other clearing system (as the case may be).
Subject to the Terms and Conditions such person shall have no claim
directly against the Issuer in respect of payments due on the Notes
for so long as the Notes are represented by such Global Note and
such obligations of the Issuer will be discharged by payment to the
bearer of such Global Note in respect of each amount so paid.
Exchange
1. Temporary Global Notes. On and after the date (the "Exchange
Date") which is 40 days after a Temporary Global Note is issued,
interests in a Temporary Global Note will be exchangeable (free of
charge) upon a request as described therein either for (i)
interests in a Permanent Global Note of the same Series or (ii) for
Definitive Notes of the same Series (as indicated in the applicable
Final Terms and subject, in the case of Definitive Notes, to such
notice period as is specified in the applicable Final Terms), in
each case against certification of beneficial ownership as
described below unless such certification has already been given.
The holder of a Temporary Global Note will not be entitled to
collect any payment of interest, principal or other amount due on
or after the Exchange Date unless, upon due certification, exchange
of the Temporary Global Note for an interest in a Permanent Global
Note or for Definitive Notes is improperly withheld or refused.
2. Permanent Global Notes. The applicable Final Terms will
specify that a Permanent Global Note will be exchangeable (free of
charge), in whole but not in part, for Definitive Notes upon either
(i) not less than 60 days' written notice from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder
of an interest in such Permanent Global Note) to the Agent as
described therein1 or (ii) only upon the occurrence of an Exchange
Event. For these purposes, "Exchange Event" means that (i) an Event
of Default (as defined in Condition 9 (" Events of Default ")) has
occurred and is continuing, (ii) the Issuer has been notified that
both Euroclear and Clearstream, Luxembourg have been closed for
business for a continuous period of 14 days (other than by reason
of holiday, statutory or otherwise) or have announced an intention
permanently to cease business or have in fact done so and no
successor clearing system is available or (iii) the Issuer has or
will become subject to adverse tax consequences which would not be
suffered were the Notes represented by the Permanent Global Note in
definitive form. The Issuer will promptly give notice to
Noteholders in accordance with Condition 13 (" Notices ") if an
Exchange Event occurs. In the event of the occurrence of an
Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on
the instructions of any holder of an interest in such Permanent
Global Note) may give notice to the Agent requesting exchange and,
in the event of the occurrence of an Exchange Event as described in
(iii) above , the Issuer may also give notice to the Agent
requesting exchange. Any such exchange shall occur not later than
45 days after the date of receipt of the first relevant notice by
the Agent.
The exchange of a Permanent Global Note for definitive Notes
upon notice from Euroclear and/or Clearstream, Luxembourg (acting
on the instructions of any holder) or at anytime at the request of
the Issuer should not be expressed to be applicable in the
applicable Final Terms if the Notes are issued with a minimum
Specified Denomination such as EUR100,000 (or its equivalent in
another currency) plus one or more higher integral multiples of
another smaller amount such as EUR1,000 (or its equivalent in
another currency). Furthermore, such Specified Denomination
construction is not permitted in relation to any issue of Notes
which is to be represented on issue by a Temporary Global Note
exchangeable for definitive Notes.
In this Information Memorandum, "Definitive Notes" means, in
relation to any Global Note, the Definitive Notes for which such
Global Note may be exchanged (if appropriate, having attached to
them all Coupons in respect of interest that has not already been
paid on the Global Note and a Talon). Definitive Notes will be
security printed in accordance with any applicable legal and stock
exchange requirements in or substantially in the form set out in
the Agency Agreement. On exchange in full of each Global Note, the
Issuer will, if the holder so requests, procure that it is
cancelled and returned to the holder together with the relevant
Definitive Notes.
3. Payments. Whilst any Note is represented by a Temporary
Global Note, payments of principal, interest (if any) and any other
amount payable in respect of the Notes due prior to the Exchange
Date will be made against presentation of the Temporary Global Note
only to the extent that certification (in a form to be provided) to
the effect that the beneficial owners of interests in such Note are
not U.S. persons or persons who have purchased for resale to any
U.S. person, as required by U.S. Treasury regulations, has been
received by Euroclear and/or Clearstream, Luxembourg and Euroclear
and/or Clearstream, Luxembourg, as applicable, has given a like
certification (based on the certifications it has received) to the
Agent.
Payments of principal, interest (if any) or any other amounts on
a Permanent Global Note will be made through Euroclear and/or
Clearstream, Luxembourg against presentation or surrender (as the
case may be) of the Permanent Global Note without any requirement
for certification.
4. Legend. The following legend will appear on all Permanent
Global Notes, Definitive Notes, Coupons and Talons where TEFRA D is
specified in the applicable Final Terms:
"Any United States person who holds this obligation will be
subject to limitations under the United States income tax laws,
including the limitations provided in sections 165(j) and 1287(a)
of the Internal Revenue Code."
The sections referred to provide that United States holders,
with certain exceptions, will not be entitled to deduct any loss on
Notes or Coupons and will not be entitled to capital gains
treatment of any gain on any sale, disposition, redemption or
payment of principal in respect of Notes or Coupons.
Deed of Covenant
A Note may be accelerated by the holder thereof in certain
circumstances described in " Terms and Conditions of the Notes -
Events of Default ". In such circumstances, where any Note is still
represented by a Global Note and a holder of such Note so
represented and credited to their securities account with Euroclear
or Clearstream, Luxembourg gives notice that it wishes to
accelerate such Note, unless within a period of 7 days from the
giving of such notice payment has been made in full of the amount
due in accordance with the terms of such Global Note, such Global
Note will become void. At the same time, holders of interests in
such Global Note credited to their accounts with Euroclear or
Clearstream, Luxembourg will become entitled to proceed directly
against the Issuer on the basis of statements of account provided
by Euroclear and Clearstream, Luxembourg, on and subject to the
terms of the Deed of Covenant.
Terms and Conditions of the Notes
The following are the Terms and Conditions of the Notes which
will be incorporated by reference into each Global Note and each
Definitive Note, in the latter case only if permitted by the
relevant stock exchange (if any) or other relevant listing
authority (if any) and agreed by the Issuer and the relevant
Dealer(s) at the time of issue but, if not so permitted and agreed,
such Definitive Note will have endorsed thereon or attached thereto
such Terms and Conditions (excluding the italicised paragraphs).
The following Terms and Conditions are subject to completion in
accordance with the provisions of the applicable Final Terms in
relation to any Tranche of Notes. The applicable Final Terms (or
the relevant provisions thereof) will be endorsed upon, or attached
to, each Temporary Global Note, Permanent Global Note and
Definitive Note. Reference should be made to "Form of Final Terms"
below. The applicable Final Terms will include the definitions of
certain terms used in the following Terms and Conditions or specify
which of such terms are to apply in relation to the relevant
Notes.
This Note is one of a Series (as defined below) of Notes issued
by Bank of Queensland Limited (ABN 32 009 656 740) (the "Issuer")
pursuant to the Agency Agreement (as defined below). References
herein to the "Notes" shall be references to the Notes of this
Series and shall mean:
(a) in relation to any Notes represented by a Global Note, units
of the lowest Specified Denomination in the Specified Currency;
(b) Definitive Notes issued in exchange for a Global Note; and
(c) any Global Note.
The Notes and the Coupons (as defined below) have the benefit of
an amended and restated agency agreement dated 19 December 2012 (as
amended, supplemented or restated from time to time, the "Agency
Agreement") and made between the Issuer, Citibank, N.A., London
Branch as issuing and principal paying agent and agent bank (the
"Agent" and the "Paying Agent", which expression shall include any
successor as agent or any additional or successor paying agents, as
applicable).
Interest bearing Definitive Notes (unless otherwise indicated in
the applicable Final Terms) have interest coupons ("Coupons") and,
if indicated in the applicable Final Terms, talons for further
Coupons ("Talons") attached on issue. Any reference herein to
Coupons or coupons shall, unless the context otherwise requires, be
deemed to include a reference to Talons or talons.
The Final Terms for this Note (or the relevant provisions
thereof) is attached to or endorsed on this Note and supplements
these Terms and Conditions. References herein to the "applicable
Final Terms" are, unless otherwise stated, to Part A of the Final
Terms (or the relevant provisions thereof) attached to or endorsed
on this Note.
Any reference herein to "Noteholders" shall mean the holders of
the Notes, and shall, in relation to any Notes represented by a
Global Note, be construed as provided below. Any reference herein
to "Couponholders" shall mean the holders of the Coupons, and
shall, unless the context otherwise requires, include the holders
of the Talons.
As used herein, "Tranche" means Notes which are identical in all
respects (including as to listing) and "Series" means a Tranche of
Notes together with any further Tranche or Tranches of Notes which
are (i) expressed to be consolidated and form a single series and
(ii) identical in all respects (including as to listing) except for
their respective Issue Dates, Interest Commencement Dates and/or
Issue Prices (as indicated in the applicable Final Terms).
The Noteholders and the Couponholders are entitled to the
benefit of a Deed of Covenant (such Deed of Covenant as modified
and/or supplemented and/or restated from time to time, the "Deed of
Covenant") dated 26 February 2014, and made by the Issuer. The
original of the Deed of Covenant is held by a common depositary on
behalf of Euroclear and Clearstream, Luxembourg (both as defined
below).
Copies of the Agency Agreement, the Final Terms applicable to
this Note and the Deed of Covenant (i) are available for inspection
or collection during normal business hours at the specified office
of each of the Agent and the other Paying Agents or (ii) may be
provided by email to a Noteholder following their prior written
request to the Agent and provision of proof of holding and identity
(in a form satisfactory to the Agent), save that, if this Note is
an unlisted Note of any Series, the applicable Final Terms will
only be available for inspection by a Noteholder holding one or
more unlisted Notes of that Series and such Noteholder must produce
evidence satisfactory to the relevant Paying Agent as to its
holding of such Notes and identity. The Noteholders and the
Couponholders are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Agency Agreement, the Deed of
Covenant and the applicable Final Terms which are applicable to
them.
Words and expressions defined in the Agency Agreement or used in
the applicable Final Terms shall have the same meanings where used
in these Terms and Conditions unless the context otherwise requires
or unless otherwise stated and provided that, in the event of
inconsistency between the Agency Agreement and the applicable Final
Terms, the applicable Final Terms will prevail.
1. Form, Denomination and Title
The Notes are in bearer form and, in the case of Definitive
Notes, serially numbered, in the currency (the "Specified
Currency") and the denominations (the "Specified Denomination(s)").
Notes of one Specified Denomination may not be exchanged for Notes
of another Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero
Coupon Note, or a combination of any of the foregoing, depending
upon the Interest Basis shown in the applicable Final Terms.
Definitive Notes are issued with Coupons attached, unless they
are Zero Coupon Notes in which case references to Coupons and
Couponholders in these Terms and Conditions are not applicable.
Subject as set out below, title to the Notes and Coupons will
pass by delivery. The Issuer and any Paying Agent may deem and
treat the bearer of any Note or Coupon as the absolute owner
thereof (whether or not overdue and notwithstanding any notice of
ownership or writing thereon or notice of any previous loss or
theft thereof) for all purposes but, in the case of any Global
Note, without prejudice to the provisions set out in the next
succeeding paragraph.
For so long as any of the Notes is represented by a Global Note
held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or
Clearstream Banking, S.A. ("Clearstream, Luxembourg"), each person
(other than Euroclear or Clearstream, Luxembourg) who is for the
time being shown in the records of Euroclear or of Clearstream,
Luxembourg as the holder of a particular nominal amount of such
Notes (in which regard any certificate or other document issued by
Euroclear or Clearstream, Luxembourg as to the nominal amount of
such Notes standing to the account of any person shall be
conclusive and binding for all purposes save in the case of
manifest error) shall be treated by the Issuer, the Agent and any
other Paying Agent as the holder of such nominal amount of such
Notes for all purposes other than with respect to the payment of
principal or interest on the Notes, for which purpose the bearer of
the relevant Global Note shall be treated by the Issuer, the Agent
and any other Paying Agent as the holder of such nominal amount of
such Notes in accordance with and subject to the terms of the
relevant Global Note and the expressions "Noteholder" and "holder
of Notes" and related expressions shall be construed accordingly.
Notes which are represented by a Global Note will be transferable
only in accordance with the rules and procedures for the time being
of Euroclear or of Clearstream, Luxembourg, as the case may be.
References to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include a reference
to any additional or alternative clearing system approved by the
Issuer and the Agent.
2. Status of the Notes
The Notes and any relevant Coupons are direct, unconditional,
unsubordinated and (subject to the provisions of Condition 3 )
unsecured obligations of the Issuer and (subject as provided above)
rank and will rank pari passu, without any preference among
themselves, with all other outstanding unsecured and unsubordinated
obligations of the Issuer, present and future (other than
obligations preferred by mandatory provisions of law).
The Issuer is an "authorised deposit-taking institution" ("ADI")
as that term is defined under the Banking Act 1959 of Australia
("Banking Act").
Section 13A(3) of the Banking Act provides that the assets of an
ADI in Australia would, in the event of the ADI becoming unable to
meet its obligations or suspending payment, be available to meet
certain liabilities in priority to all other liabilities of that
ADI. The liabilities which have priority, by virtue of section
13A(3) of the Banking Act, to the claims of holders in respect of
the Notes will be substantial, as such liabilities include (but are
not limited to) liabilities owed to Australian Prudential
Regulation Authority ("APRA") in respect of any payments by APRA to
holders of protected accounts held with that ADI under the Banking
Act, the costs of APRA in certain circumstances, liabilities in
Australia owed to holders of protected accounts held with that ADI,
debts due to the Reserve Bank of Australia ("RBA") and liabilities
under certified industry support contracts. A "protected account"
is an account or covered financial product that is kept by an
account-holder (whether alone or jointly with one or more other
account-holders) with an ADI and is either:
(a) an account, or covered financial product, that is kept under
an agreement between the account--holder and the ADI requiring the
ADI to pay the account-holder, on demand by the account--holder or
at an agreed time by them, the net credit balance of the account or
covered financial product at the time of the demand or the agreed
time (as appropriate); or
(b) an account prescribed by regulations for the purposes of
section 5(4)(a) of the Banking Act.
For the purposes of section 13A(3) of the Banking Act, the
assets of the ADI do not include any interest in an asset (or a
part of an asset) in a cover pool (as defined in the Banking Act)
that may have been established by that ADI for the issuance of any
covered bonds.
Under section 16(2) of the Banking Act, certain other debts due
to APRA shall, in a winding-up of an ADI have, subject to section
13A(3) of the Banking Act, priority over all other unsecured debts
of the ADI. Further, under section 86 of the Reserve Bank Act 1959
of Australia, debts due by an ADI to the RBA shall, in a winding-up
of that ADI, have, subject to section 13A(3) of the Banking Act,
priority over all other debts of that ADI.
The Notes do not constitute deposit liabilities or protected
accounts of the Issuer in Australia under such statutory
provisions.
3. Negative Pledge
So long as any of the Notes remain outstanding (as defined in
the Agency Agreement), the Issuer will not create or permit to
subsist any Security Interest (as defined in Condition 9(b) ) upon
the whole or any part of its present or future assets or revenues
or those of any of its Subsidiaries (as defined below) as security
for any Debt Instruments (as defined below) or any Guarantee (as
defined in Condition 9(b) ) given in respect of any Debt
Instruments unless, in the case of the creation of a Security
Interest, prior to or simultaneously therewith, and in any other
case, promptly, the Issuer either:
(a) grants or procures to be granted a Security Interest or
Security Interests securing its obligations under the Notes and the
relative Coupons which will result in such obligations being
secured equally and rateably in all respects so as to rank pari
passu with the relevant Debt Instruments or Guarantee; or
(b) grants or procures to be granted such other Security
Interest or Security Interests in respect of its obligations under
the Notes and the relative Coupons as shall be approved by an
Extraordinary Resolution (as defined in the Agency Agreement) of
the Noteholders.
For the purposes of these Conditions, "Debt Instruments" means
any notes, bonds, certificates of deposit, loan stock, debentures,
bills of exchange, transferable loan certificates or other similar
instruments of indebtedness issued by, or the obligations under
which have been assumed by, the Issuer or a Subsidiary of the
Issuer.
In these Conditions, "Subsidiary" has the same meaning as that
provided in section 9 of the Corporations Act 2001 of Australia (as
amended) (the "Corporations Act").
4. Interest
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest on its outstanding nominal
amount from (and including) the Interest Commencement Date at the
rate(s) per annum equal to the Rate(s) of Interest. Interest will
be payable in arrear on the Interest Payment Date(s) in each year
up to and including the Maturity Date.
If the Notes are in definitive form, except as provided in the
applicable Final Terms, the amount of interest payable on each
Interest Payment Date in respect of the Fixed Interest Period
ending on (but excluding) such date will amount to the Fixed Coupon
Amount. Payments of interest on any Interest Payment Date will, if
so specified in the applicable Final Terms, amount to the Broken
Amount so specified.
As used in these Conditions, "Fixed Interest Period" means the
period from (and including) an Interest Payment Date (or the
Interest Commencement Date) to (but excluding) the next (or first)
Interest Payment Date.
Except in the case of Notes in definitive form where an
applicable Fixed Coupon Amount or Broken Amount is specified in the
applicable Final Terms, interest shall be calculated in respect of
any period by applying the Rate of Interest to:
(i) in the case of Fixed Rate Notes which are represented by a
Global Note, the aggregate outstanding nominal amount of the Fixed
Rate Notes represented by such Global Note; or
(ii) in the case of Fixed Rate Notes in definitive form, the Calculation Amount,
and, in each case, multiplying such sum by the applicable Day
Count Fraction, and rounding the resultant figure to the nearest
sub-unit of the relevant Specified Currency, half of any such
sub--unit being rounded upwards or otherwise in accordance with
applicable market convention. Where the Specified Denomination of a
Fixed Rate Note in definitive form is a multiple of the Calculation
Amount, the amount of interest payable in respect of such Fixed
Rate Note shall be the product of the amount (determined in the
manner provided above) for the Calculation Amount and the amount by
which the Calculation Amount is multiplied to reach the Specified
Denomination without any further rounding.
"Day Count Fraction" means, in respect of the calculation of an
amount of interest in accordance with this Condition 4(a) :
(i) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:
(A) in the case of Notes where the number of days in the
relevant period from (and including) the most recent Interest
Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the "Accrual Period") is
equal to or shorter than the Determination Period during which the
Accrual Period ends, the number of days in such Accrual Period
divided by the product of (1) the number of days in such
Determination Period and (2) the number of Determination Dates (as
specified in the applicable Final Terms) that would occur in one
calendar year; or
(B) in the case of Notes where the Accrual Period is longer than
the Determination Period during which the Accrual Period ends, the
sum of:
(1) the number of days in such Accrual Period falling in the
Determination Period in which the Accrual Period begins divided by
the product of (x) the number of days in such Determination Period
and (y) the number of Determination Dates (as specified in the
applicable Final Terms) that would occur in one calendar year;
and
(2) the number of days in such Accrual Period falling in the
next Determination Period divided by the product of (x) the number
of days in such Determination Period and (y) the number of
Determination Dates that would occur in one calendar year; and
(ii) if "30/360" is specified in the applicable Final Terms, the
number of days in the period from (and including) the most recent
Interest Payment Date (or, if none, the Interest Commencement Date)
to (but excluding) the relevant payment date (such number of days
being calculated on the basis of a year of 360 days with 12 30-day
months) divided by 360.
In these Conditions:
"Determination Period" means the period from (and including) a
Determination Date to (but excluding) the next Determination Date
(including, where either the Interest Commencement Date or the
final Interest Payment Date is not a Determination Date, the period
commencing on the first Determination Date prior to, and ending on
the first Determination Date falling after, such date); and
"sub-unit" means, with respect to any currency other than euro,
the lowest amount of such currency that is available as legal
tender in the country of such currency and, with respect to euro,
means one cent.
(b) Interest on Floating Rate Notes
(i) Interest Payment Dates
Each Floating Rate Note bears interest on its nominal amount
from (and including) the Interest Commencement Date and such
interest will be payable in arrear on either:
(A) the Specified Interest Payment Date(s) (each an "Interest
Payment Date") in each year specified in the applicable Final
Terms; or
(B) if no Specified Interest Payment Date(s) is/are specified in
the applicable Final Terms, each date (each an "Interest Payment
Date") which falls the number of months or other period specified
as the Specified Period in the applicable Final Terms after the
preceding Interest Payment Date or, in the case of the first
Interest Payment Date, after the Interest Commencement Date.
Such interest will be payable in respect of each Interest Period
(which expression shall, in these Conditions, mean the period from
(and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest
Payment Date) or the relevant payment date if the Notes become
payable on a date other than the Interest Payment Date.
Unless otherwise stated in the applicable Final Terms the
Minimum Rate of Interest shall be deemed to be zero.
If a Business Day Convention is specified in the applicable
Final Terms and (x) if there is no numerically corresponding day in
the calendar month in which an Interest Payment Date should occur
or (y) if any Interest Payment Date would otherwise fall on a day
which is not a Business Day, then, if the Business Day Convention
specified is:
(1) in any case where Specified Periods are specified in
accordance with Condition 4(b)(i)(B) above , the "Floating Rate
Convention", such Interest Payment Date (I) in the case of (x)
above, shall be the last day that is a Business Day in the relevant
month and the provisions of (B) below shall apply mutatis mutandis
or (II) in the case of (y) above, shall be postponed to the next
day which is a Business Day unless it would thereby fall into the
next calendar month, in which event (A) such Interest Payment Date
shall be brought forward to the immediately preceding Business Day
and (B) each subsequent Interest Payment Date shall be the last
Business Day in the month which falls within the Specified Period
after the preceding applicable Interest Payment Date occurred;
or
(2) the "Following Business Day Convention", such Interest
Payment Date shall be postponed to the next day which is a Business
Day; or
(3) the "Modified Following Business Day Convention", such
Interest Payment Date shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar
month, in which event such Interest Payment Date shall be brought
forward to the immediately preceding Business Day; or
(4) the "Preceding Business Day Convention", such Interest
Payment Date shall be brought forward to the immediately preceding
Business Day.
In this Condition 4(b)(i) , "Business Day" means a day which is
both:
(A) a day on which commercial banks and foreign exchange markets
settle payments in London and any Additional Business Centre
specified in the applicable Final Terms; and
(B) either (1) in relation to interest payable in a Specified
Currency other than euro, a day on which commercial banks and
foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre of the country
of the relevant Specified Currency (which if the Specified Currency
is Australian dollars shall be Sydney) or (2) in relation to any
sum payable in euro, a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System or any successor
or replacement for that system ("T2") is open.
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of
Floating Rate Notes will be determined in the manner specified in
the applicable Final Terms.
(A) Screen Rate Determination for Floating Rate Notes not
referencing Compounded Daily SONIA or Compounded Daily SOFR
(1) Unless the Reference Rate in respect of the relevant Series
of Floating Rate Notes is specified in the applicable Final Terms
as being "Compounded Daily SONIA" or "Compounded Daily SOFR", the
Rate of Interest for each Interest Period will, subject to
Condition 4(d) and subject as provided below, be either:
(A) the offered quotation; or
(B) the arithmetic mean (rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) of the offered
quotations,
(expressed as a percentage rate per annum) for the Reference
Rate which appears or appear, as the case may be, on the Relevant
Screen Page (or such replacement page on that service which
displays the information) as at the Relevant Time in the Relevant
Financial Centre on the Interest Determination Date in question
plus or minus (as indicated in the applicable Final Terms) the
Margin (if any), all as determined by the Agent or other party
responsible for the calculation of the Rate of Interest as
specified in the applicable Final Terms (and references in this
Condition 4(b)(ii)(A)(1) to "Agent" shall be construed
accordingly). If five or more of such offered quotations are
available on the Relevant Screen Page, the highest (or, if there is
more than one such highest quotation, one only of such quotations)
and the lowest (or, if there is more than one such lowest
quotation, one only of such quotations) shall be disregarded by the
Agent for the purpose of determining the arithmetic mean (rounded
as provided above) of such offered quotations.
(2) If, other than in the circumstances described in Condition
4(d) below , the Relevant Screen Page is not available or, if in
the case of Condition 4(b)(ii)(A)(1)(A) above , no such offered
quotation appears or, in the case of Condition 4(b)(ii)(A)(1)(B)
above , fewer than three such offered quotations appear, in each
case as at the time specified in the preceding paragraph the Agent
shall request each of the Reference Banks (as defined below) to
provide the Agent with its offered quotation (expressed as a
percentage rate per annum) for the Reference Rate at approximately
the Relevant Time on the Interest Determination Date in question.
If two or more of the Reference Banks provide the Agent with such
offered quotations, the Rate of Interest for such Interest Period
shall be the arithmetic mean (rounded if necessary to the fifth
decimal place with 0.000005 being rounded upwards) of such offered
quotations plus or minus (as indicated in the applicable Final
Terms) the Margin (if any), all as determined by the Agent.
(3) If on any Interest Determination Date one only or none of
the Reference Banks provides the Agent with such offered quotations
as provided in the preceding paragraph, the Rate of Interest for
the relevant Interest Period shall be the rate per annum which the
Agent determines as being the arithmetic mean (rounded if necessary
to the fifth decimal place, with 0.000005 being rounded upwards) of
the rates, as communicated to (and at the request of) the Agent by
the Reference Banks or any two or more of them, at which such banks
were offered, at approximately the Relevant Time on the relevant
Interest Determination Date, deposits in the Specified Currency for
a period equal to that which would have been used for the Reference
Rate by leading banks in the Euro--Zone inter-bank market (if the
Reference Rate is EURIBOR) plus or minus (as appropriate) the
Margin (if any) or, if fewer than two of the Reference Banks
provide the Agent with such offered rates, either (as directed by
the Issuer) the offered rate for deposits in the Specified Currency
for a period equal to that which would have been used for the
Reference Rate, or the arithmetic mean (rounded as provided above)
of the offered rates for deposits in the Specified Currency for a
period equal to that which would have been used for the Reference
Rate, at which, at approximately the Relevant Time on the relevant
Interest Determination Date, any one or more banks (which bank or
banks is or are in the opinion of the Issuer suitable for such
purpose) informs the Agent it is quoting to leading banks in the
Euro-Zone inter-bank market (if the Reference Rate is EURIBOR) plus
or minus (as appropriate) the Margin (if any), provided that, if
the Rate of Interest cannot be determined in accordance with the
foregoing provisions of this paragraph, the Rate of Interest shall
be determined as at the last preceding Interest Determination Date
(though substituting, where a different Margin, Maximum Rate of
Interest and/or Minimum Rate of Interest is to be applied to the
relevant Interest Period from that which applied to the last
preceding Interest Period, the Margin, Maximum Rate of Interest
and/or Minimum Rate of Interest (as applicable) relating to the
relevant Interest Period, in place of the Margin relating to that
last preceding Interest Period).
(4) In these Terms and Conditions, the following expressions have the following meanings:
(A) "Interest Determination Date" shall mean the date specified
as such in the Final Terms or if none is so specified, if the
Reference Rate is EURIBOR, the second day on which T2 is open prior
to the start of each Interest Period;
(B) "Reference Banks" means, in the case of a determination of
EURIBOR, the principal Euro-zone office of four major banks in the
Euro-zone inter-bank market selected by the Issuer or as specified
in the applicable Final Terms;
(C) "Reference Rate" means EURIBOR for the relevant period, as
specified in the applicable Final Terms;
(D) "Relevant Financial Centre" shall mean Brussels, in the case
of a determination of EURIBOR, as specified in the applicable Final
Terms; and
(E) "Relevant Time" shall mean in the case of EURIBOR, 11.00
a.m, as specified in the applicable Final Terms.
If the Reference Rate from time to time in respect of the Notes
is specified in the applicable Final Terms as being other than
EURIBOR, the Rate of Interest in respect of such Notes will be
determined as provided in the applicable Final Terms.
(B) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA
(1) Where the Reference Rate is specified in the applicable
Final Terms as being "Compounded Daily SONIA", the Rate of Interest
for an Interest Period will, subject as provided below, be
Compounded Daily SONIA with respect to such Interest Period plus or
minus (as indicated in the applicable Final Terms) the Margin (if
any) as specified in the applicable Final Terms, all as determined
and calculated by the Agent or other party responsible for the
calculation of the Rate of Interest as specified in the applicable
Final Terms (and references in this Condition 4(b)(ii)(B) to
"Agent" shall be construed accordingly), where:
"Compounded Daily SONIA" means, with respect to an Interest
Period:
(I) if Index Determination is specified as being applicable in
the applicable Final Terms, the rate determined by the Agent on the
relevant Interest Determination Date in accordance with the
following formula (and the resulting percentage will be rounded if
necessary to the nearest fourth decimal place, with 0.00005 being
rounded upwards):
where:
"SONIA Compounded Index(x) " is the SONIA Compounded Index for
the day falling p London Banking Days prior to the first day of the
relevant Interest Period;
"SONIA Compounded Index(y) " is the SONIA Compounded Index for
the day falling p London Banking Days prior to the last day of such
Interest Period (but which by its definition is excluded from such
Interest Period); and
"d" is the number of calendar days in the relevant SONIA
Observation Period,
provided that if the SONIA Compounded Index required to
determine SONIA Compounded Index(x) or SONIA Compounded Index(y)
does not appear on the Bank of England's Interactive Statistical
Database, or any successor source, at the Specified Time on the
relevant London Banking Day (or by 5:00 p.m. London time or such
later time falling one hour after the customary or scheduled time
for publication of the SONIA Compounded Index in accordance with
the then-prevailing operational procedures of the administrator of
the SONIA Reference Rate or relevant authorised distributors, as
the case may be), Compounded Daily SONIA for such Interest Period
and each subsequent Interest Period shall be "Compounded Daily
SONIA" determined in accordance with paragraph (II) below and for
these purposes the "SONIA Observation Method" shall be deemed to be
"Shift"; or
(II) if either (x) Index Determination is specified as being not
applicable in the applicable Final Terms, or (y) this Condition
4(b)(ii)(B)(1)(II) applies to such Interest Period pursuant to the
proviso in Condition 4(b)(ii)(B)(1)(I) above , the rate determined
by the Agent on the relevant Interest Determination Date in
accordance with the following formula (and the resulting percentage
will be rounded, if necessary, to the fifth decimal place, with
0.000005 being rounded upwards):
where:
"d" is the number of calendar days in (where in the applicable
Final Terms "Lag" is specified as the SONIA Observation Method) the
relevant Interest Period or (where in the applicable Final Terms
"Shift" is specified as the SONIA Observation Method) the relevant
SONIA Observation Period ;
"d(o) " is the number of London Banking Days in (where in the
applicable Final Terms "Lag" is specified as the SONIA Observation
Method) the relevant Interest Period or (where in the applicable
Final Terms "Shift" is specified as the SONIA Observation Method)
the SONIA Observation Period ;
"i" is a series of whole numbers from one to d(o) , each
representing the relevant London Banking Day in chronological order
from, and including, the first London Banking Day in (where in the
applicable Final Terms "Lag" is specified as the SONIA Observation
Method) the relevant Interest Period or (where in the applicable
Final Terms "Shift" is specified as the SONIA Observation Method)
the SONIA Observation Period;
"n(i) ", for any London Banking Day "i", means the number of
calendar days from (and including) such London Banking Day "i" up
to (but excluding) the following London Banking Day; and
"SONIA(i-pLBD) " means:
(a) where in the applicable Final Terms "Lag" is specified as
the SONIA Observation Method, in respect of any London Banking Day
"i" falling in the relevant Interest Period, the SONIA Reference
Rate for the London Banking Day falling "p" London Banking Days
prior to such day; or
(b) where in the applicable Final Terms "Shift" is specified as
the SONIA Observation Method, "SONIA(i-pLBD) " shall be replaced in
the above formula with "SONIA(i) ", where "SONIA(i) " means, in
respect of any London Banking Day "i" falling in the relevant SONIA
Observation Period, the SONIA Reference Rate for such day.
(2) For the purposes of this Condition 4(b)(ii)(B) :
"London Banking Day" or "LBD" means any day on which commercial
banks are open for general business (including dealing in foreign
exchange and foreign currency deposits) in London;
"p" is the number of London Banking Days included in the SONIA
Observation Look-Back Period, as specified in the applicable Final
Terms;
"SONIA Compounded Index" means, in respect of any London Banking
Day, the compounded daily SONIA rate for such London Banking Day as
published by the Bank of England (or a successor administrator of
SONIA) on the Bank of England's Interactive Statistical Database,
or any successor source, at the Specified Time on such London
Banking Day;
"SONIA Observation Look-Back Period" is as specified in the
applicable Final Terms;
"SONIA Observation Period" means the period from (and including)
the date falling "p" London Banking Days prior to the first day of
the relevant Interest Period to (but excluding) the date falling
"p" London Banking Days prior to the Interest Payment Date (or, if
applicable, the relevant payment date if the Notes become payable
on a date other than an Interest Payment Date) for such Interest
Period;
"SONIA Reference Rate", means, in respect of any London Banking
Day the daily Sterling Overnight Index Average ("SONIA") rate for
such London Banking Day as provided by the administrator of SONIA
to authorised distributors and as then published on the Relevant
Screen Page (or, if the Relevant Screen Page is unavailable, as
otherwise published by such authorised distributors) on the London
Banking Day immediately following such London Banking Day, provided
that if, in respect of any London Banking Day, the applicable SONIA
Reference Rate is not made available on the Relevant Screen Page or
has not otherwise been published by the relevant authorised
distributors, then (unless the Agent has been notified of any
Successor Rate or Alternative Rate (and any related Adjustment
Spread and/or Benchmark Amendments) pursuant to Condition 4(d)(iii)
below , if applicable) the SONIA Reference Rate in respect of such
London Banking Day shall be:
(I) (i) the Bank of England's Bank Rate (the "Bank Rate")
prevailing at 5.00 p.m. (or, if earlier, close of business) on such
London Banking Day; plus (ii) the mean of the spread of the SONIA
Reference Rate to the Bank Rate over the previous five London
Banking Days on which a SONIA Reference Rate has been published,
excluding the highest spread (or, if there is more than one highest
spread, one only of those highest spreads) and the lowest spread
(or, if there is more than one lowest spread, one only of those
lowest spreads); or
(II) if such Bank Rate is not available, then the SONIA
Reference Rate in respect of such London Banking Day shall be the
SONIA Reference Rate published on the Relevant Screen Page (or
otherwise published by the relevant authorised distributors) for
the first preceding London Banking Day on which the SONIA Reference
Rate was published on the Relevant Screen Page (or otherwise
published by the relevant authorised distributors); and
"Specified Time" means 10:00 a.m., London time, or such other
time as is specified in the applicable Final Terms.
(3) In the event that the Rate of Interest cannot be determined
in accordance with the foregoing provisions, the Rate of Interest
shall be:
(A) that determined as at the last preceding Interest
Determination Date (though substituting, where a different Margin,
Maximum Rate of Interest and/or Minimum Rate of Interest is to be
applied to the relevant Interest Period from that which applied to
the last preceding Interest Period, the Margin, Maximum Rate of
Interest and/or Minimum Rate of Interest (as the case may be)
relating to the relevant Interest Period, in place of the Margin,
Maximum Rate of Interest and/or Minimum Rate of Interest (as
applicable) relating to that last preceding Interest Period);
or
(B) if there is no such preceding Interest Determination Date,
the initial Rate of Interest which would have been applicable to
such Series of Notes for the first scheduled Interest Period had
the Notes been in issue for a period equal in duration to the first
scheduled Interest Period but ending on (and excluding) the
Interest Commencement Date (and applying the Margin and, if
applicable, any Maximum Rate of Interest and/or Minimum Rate of
Interest, applicable to the first scheduled Interest Period).
(C) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SOFR
(1) Where the "Reference Rate" is specified as being Compounded
Daily SOFR, the Rate of Interest for each Interest Period will,
subject as provided below, be Compounded Daily SOFR for such
Interest Period plus or minus (as specified in the applicable Final
Terms) the Margin (if any), all as determined and calculated by the
Agent or other party responsible for the calculation of the Rate of
Interest as specified in the applicable Final Terms (and references
in this Condition 4(b)(ii)(C) to "Agent" shall be construed
accordingly) where:
"Compounded Daily SOFR" means, with respect to an Interest
Period:
(I) if Index Determination is specified as being applicable in
the applicable Final Terms, the rate determined by the Agent on the
relevant Interest Determination Date in accordance with the
following formula (and the resulting percentage will be rounded, if
necessary, to the fifth decimal place, with 0.000005 being rounded
upwards):
where:
" SOFR Index(Start) (") is the SOFR Index value for the day that
is " p" U.S. Government Securities Business Days preceding the
first day of the relevant Interest Period;
" SOFR Index(End) (") is the SOFR Index value for the day that
is " p" U.S. Government Securities Business Days preceding the last
day of the relevant Interest Period; and
" d" is the number of calendar days in the relevant SOFR
Observation Period,
provided that, if the SOFR Index value required to determine
SOFR Index(Start) or SOFR Index(End) does not appear on the SOFR
Administrator's Website at the Specified Time on the relevant U.S.
Government Securities Business Day (or by 3:00 pm New York City
time on the immediately following US Government Securities Business
Day or such later time falling one hour after the customary or
scheduled time for publication of the SOFR Index value in
accordance with the then-prevailing operational procedures of the
administrator of SOFR Index), "Compounded Daily SOFR" for such
Interest Period and each Interest Period thereafter will be
determined in accordance with Condition 4(b)(ii)(C)(1)(II) below ;
or
(II) if either (x) Index Determination is specified as being not
applicable in the applicable Final Terms, or (y) this Condition
4(b)(ii)(C)(1)(II) applies to such Interest Period pursuant to the
proviso in Condition 4(b)(ii)(C)(1)(I) above , the rate determined
by the Agent on the relevant Interest Determination Date in
accordance with the following formula (and the resulting percentage
will be rounded, if necessary, to the fifth decimal place, with
0.000005 being rounded upwards):
where:
" d" is the number of calendar days in the relevant SOFR
Observation Period;
" d(0) (") is the number of U.S. Government Securities Business
Days in the relevant SOFR Observation Period;
"i " is a series of whole numbers from one to "d(0) (") , each
representing the relevant U.S. Government Securities Business Days
in chronological order from, and including, the first U.S.
Government Securities Business Day in the relevant SOFR Observation
Period;
" n(i) (") , for any U.S. Government Securities Business Day
"i", in the relevant SOFR Observation Period, is the number of
calendar days from (and including) such U.S. Government Securities
Business Day "i" up to but excluding the following U.S. Government
Securities Business Day ("i+1"); and
"SOFR(i) " means, in respect of any U.S. Government Securities
Business Day "i" falling in the relevant SOFR Observation Period,
the SOFR Reference Rate for such U.S. Government Securities
Business Day.
(2) If a SOFR Benchmark Replacement is required at any time to
be used pursuant to paragraph (3) of the definition of SOFR
Reference Rate, then in connection with determining the SOFR
Benchmark Replacement:
(I) the Issuer or the SOFR Benchmark Replacement Agent, as
applicable, shall also determine the method for determining the
rate described in sub-paragraph (a) of paragraph (1) or (2) of the
definition of SOFR Benchmark Replacement, as applicable (including
(i) the page, section or other part of a particular information
service on or source from which such rate appears or is obtained
(the "Relevant Source"), (ii) the time at which such rate appears
on, or is obtained from, the Relevant Source (the "Alternative
Specified Time"), (iii) the day on which such rate will appear on,
or is obtained from, the Relevant Source in respect of each U.S.
Government Securities Business Day (the "Relevant Date"), and (iv)
any alternative method for determining such rate if is unavailable
at the Alternative Specified Time on the applicable Relevant Date),
which method shall be consistent with industry--accepted practices
for such rate;
(II) from (and including) the Affected Day, references to the
Specified Time shall be deemed to be references to the Alternative
Specified Time;
(III) if the Issuer or the SOFR Benchmark Replacement Agent, as
applicable, determine that (i) changes to the definitions of
Business Day, Compounded Daily SOFR, Day Count Fraction, Interest
Determination Date, Interest Payment Date, Interest Period, SOFR
Observation Period, SOFR Reference Rate or U.S. Government
Securities Business Day or (ii) any other technical changes to any
other provision described in this Condition 4(b)(ii)(C) , are
necessary in order to implement the SOFR Benchmark Replacement
(including any alternative method described in sub-paragraph (iv)
of paragraph (I) above ) as the SOFR Benchmark in a manner
substantially consistent with market practice (or, if the Issuer or
the SOFR Benchmark Replacement Agent, as the case may be, decide
that adoption of any portion of such market practice is not
administratively feasible or if the Issuer or the SOFR Benchmark
Replacement Agent, as the case may be, determine that no market
practice for use of the SOFR Benchmark Replacement exists, in such
other manner as the Issuer or the SOFR Benchmark Replacement Agent,
as the case may be, determine is reasonably necessary), the Issuer
and the Agent shall agree without any requirement for the consent
or approval of Noteholders to the necessary modifications to these
Conditions and/or the Agency Agreement in order to provide for the
amendment of such definitions or other provisions to reflect such
changes; and
(IV) the Issuer will give notice or will procure that notice is
given as soon as practicable to the Agent and to the Noteholders in
accordance with Condition 13 , specifying the SOFR Benchmark
Replacement, as well as the details described in paragraph (A)
above and the amendments implemented pursuant to paragraph (III)
above .
(3) For the purposes of this Condition 4(b)(ii)(C) :
"Corresponding Tenor" means, with respect to a SOFR Benchmark
Replacement, a tenor (including overnight) having approximately the
same length (disregarding any applicable Business Day Convention)
as the applicable tenor for the then-current SOFR Benchmark;
"p " means the number of U.S. Government Securities Business
Days included in the SOFR Observation Shift Period, as specified in
the applicable Final Terms;
"Relevant Governmental Body" means the Board of Governors of the
Federal Reserve System and/or the Federal Reserve Bank of New York,
or a committee officially endorsed or convened by the Board of
Governors of the Federal Reserve System and/or the Federal Reserve
Bank of New York or any successor thereto;
"SOFR" means, in respect of any U.S. Government Securities
Business Day, the daily secured overnight financing rate for such
U.S. Government Securities Business Day as provided by the Federal
Reserve Bank of New York, as the administrator of such rate (or any
successor administrator of such rate);
"SOFR Administrator" means the Federal Reserve Bank of New York
(or a successor administrator of the Secured Overnight Financing
Rate);
"SOFR Administrator's Website" means the website of the Federal
Reserve Bank of New York, or any successor source;
"SOFR Benchmark" means SOFR, provided that if a SOFR Benchmark
Transition Event and its related SOFR Benchmark Replacement Date
have occurred with respect to SOFR or such other then-current SOFR
Benchmark, then "SOFR Benchmark" means the applicable SOFR
Benchmark Replacement;
"SOFR Benchmark Replacement" means, with respect to the
then--current SOFR Benchmark, the first alternative set forth in
the order presented below that can be determined by the Issuer or
the SOFR Benchmark Replacement Agent, if any, as of the SOFR
Benchmark Replacement Date with respect to the then-current SOFR
Benchmark:
(1) the sum of: (a) the alternate rate of interest that has been
selected or recommended by the Relevant Governmental Body as the
replacement for the then-current SOFR Benchmark for the applicable
Corresponding Tenor; and (b) the SOFR Benchmark Replacement
Adjustment; or
(2) the sum of: (a) the alternate rate of interest that has been
selected by the Issuer or the SOFR Benchmark Replacement Agent, if
any, as the replacement for the then-current Benchmark for the
applicable Corresponding Tenor, provided that, (i) if the Issuer or
the SOFR Benchmark Replacement Agent, as the case may be, determine
that there is an industry--accepted replacement rate of interest
for the then--current Benchmark for U.S. dollar-denominated
floating rate notes at such time, it shall select such
industry-accepted rate, and (ii) otherwise, it shall select such
rate of interest that it has determined is most comparable to the
then--current Benchmark; and (b) the SOFR Benchmark Replacement
Adjustment;
"SOFR Benchmark Replacement Adjustment" means, with respect to
any Benchmark Replacement, the first alternative set forth in the
order below that can be determined by the Issuer or the SOFR
Benchmark Replacement Agent, if any, as of the SOFR Benchmark
Replacement Date with respect to the then-current Benchmark:
(1) the spread adjustment, or method for calculating or
determining such spread adjustment, which may be a positive or
negative value or zero, that has been selected or recommended by
the Relevant Governmental Body for the applicable Unadjusted
Benchmark Replacement; and
(2) the spread adjustment, which may be a positive or negative
value or zero, that has been selected by the Issuer or the SOFR
Benchmark Replacement Agent, if any, to be applied to the
applicable Unadjusted SOFR Benchmark Replacement in order to reduce
or eliminate, to the extent reasonably practicable under the
circumstances, any economic prejudice or benefit (as applicable) to
Noteholders as a result of the replacement of the then-current SOFR
Benchmark with such Unadjusted SOFR Benchmark Replacement for the
purposes of determining the SOFR Reference Rate, which spread
adjustment shall be consistent with any industry-accepted spread
adjustment, or method for calculating or determining such spread
adjustment, applied to such Unadjusted SOFR Benchmark Replacement
where it has replaced the then--current SOFR Benchmark for U.S.
dollar denominated floating rate notes at such time;
"SOFR Benchmark Replacement Agent" means any affiliate of the
Issuer or such other person that has been appointed by the Issuer
to make the calculations and determinations to be made by the SOFR
Benchmark Replacement Agent described herein that may be made by
either the SOFR Benchmark Replacement Agent or the Issuer, so long
as such affiliate or other person is a leading bank or other
financial institution or a person with appropriate expertise, in
each case that is experienced in such calculations and
determinations. The Issuer may elect, but is not required, to
appoint a SOFR Benchmark Replacement Agent at any time. The Issuer
will notify the Noteholders of any such appointment in accordance
with Condition 13 ;
"SOFR Benchmark Replacement Date" means, with respect to the
then-current SOFR Benchmark, the earliest to occur of the following
events with respect thereto:
(1) in the case of paragraph (1) or (2) of the definition of
SOFR Benchmark Transition Event, the later of (a) the date of the
public statement or publication of information referenced therein
and (b) the date on which the administrator of the SOFR Benchmark
permanently or indefinitely ceases to provide the SOFR Benchmark;
or
(2) in the case of paragraph (3) of the definition of SOFR
Benchmark Transition Event, the date of the public statement or
publication of information referenced therein.
If the event giving rise to the SOFR Benchmark Replacement Date
occurs on the same day as, but earlier than, the Specified Time in
respect of any determination, the SOFR Benchmark Replacement Date
will be deemed to have occurred prior to the Specified Time for
such determination;
"SOFR Benchmark Transition Event" means, with respect to the
then-current SOFR Benchmark, the occurrence of one or more of the
following events with respect thereto:
(1) a public statement or publication of information by or on
behalf of the administrator of the SOFR Benchmark announcing that
such administrator has ceased or will cease to provide the SOFR
Benchmark, permanently or indefinitely, provided that, at the time
of such statement or publication, there is no successor
administrator that will continue to provide the SOFR Benchmark;
(2) a public statement or publication of information by the
regulatory supervisor for the administrator of the SOFR Benchmark,
the central bank for the currency of the SOFR Benchmark, an
insolvency official with jurisdiction over the administrator for
the SOFR Benchmark, a resolution authority with jurisdiction over
the administrator for the SOFR Benchmark or a court or an entity
with similar insolvency or resolution authority over the
administrator for the SOFR Benchmark, which states that the
administrator of the SOFR Benchmark has ceased or will cease to
provide the SOFR Benchmark permanently or indefinitely, provided
that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the SOFR
Benchmark; or
(3) a public statement or publication of information by the
regulatory supervisor for the administrator of the SOFR Benchmark
announcing that the SOFR Benchmark is no longer representative;
" SOFR Index " means, in respect of any U.S. Government
Securities Business Day, the compounded daily SOFR rate for such
U.S. Government Securities Business Day as published by the Federal
Reserve Bank of New York, as the administrator of such rate (or any
successor administrator of such rate) on the SOFR Administrator's
Website;
"SOFR Index value" means, in respect of any U.S. Government
Securities Business Day, the value of the SOFR Index published for
such U.S. Government Securities Business Day as such value appears
on the by the SOFR Administrator's Website at the Specified Time on
such U.S. Government Securities Business Day;
"SOFR Observation Period" means, in respect of any Interest
Period, the period from (and including) the date falling "p" U.S.
Government Securities Business Days prior to the first day of such
Interest Period to (but excluding) the date falling "p" U.S.
Government Securities Business Days prior to the Interest Payment
Date for such Interest Period or such other date on which the
relevant payment of interest falls due (but which by its definition
or the operation of the relevant provisions is excluded from such
Interest Period);
"SOFR Observation Shift Period" is as specified in the
applicable Final Terms; and
"SOFR Reference Rate" means, in respect of any U.S. Government
Securities Business Day:
(1) a rate equal to SOFR for such U.S. Government Securities
Business Day appearing on the SOFR Administrator's Website on or
about the Specified Time on the U.S. Government Securities Business
Day immediately following such U.S. Government Securities Business
Day; or
(2) if SOFR in respect of such U.S. Government Securities
Business Day does not appear as specified in paragraph (1) , unless
the Issuer or the SOFR Benchmark Replacement Agent, if any,
determine that a SOFR Benchmark Transition Event and its related
SOFR Benchmark Replacement Date have occurred with respect to SOFR
on or prior to the Specified Time on the U.S. Government Securities
Business Day immediately following such U.S. Government Securities
Business Day, SOFR in respect of the last U.S. Government
Securities Business Day for which such rate was published on the
SOFR Administrator's Website; or
(3) if the Issuer or the SOFR Benchmark Replacement Agent, if
any, determine that a SOFR Benchmark Transition Event and its
related SOFR Benchmark Replacement Date have occurred with respect
to the then-current SOFR Benchmark on or prior to the Specified
Time on the U.S. Government Securities Business Day immediately
following such U.S. Government Securities Business Day (or, if the
then-current SOFR Benchmark is not SOFR, on or prior to the
Specified Time on the Relevant Date), then (subject to the
subsequent operation of this paragraph (3) ) from (and including)
the U.S. Government Securities Business Day immediately following
such U.S. Government Securities Business Day (or the Relevant Date,
as applicable) (the "Affected Day"), the SOFR Reference Rate shall
mean, in respect of any U.S. Government Securities Business Day,
the applicable SOFR Benchmark Replacement for such U.S. Government
Securities Business Day appearing on, or obtained from, the
Relevant Source at the Specified Time on the Relevant Date;
"Specified Time" means 3:00 p.m., New York City time or such
other time as is specified in the applicable Final Terms;
"Unadjusted SOFR Benchmark Replacement" means the SOFR Benchmark
Replacement excluding the SOFR Benchmark Replacement Adjustment;
and
" U.S. Government Securities Business Day " means any day,
except for a Saturday, Sunday or a day on which the Securities
Industry and Financial Markets Association or any successor
organisation recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in
U.S. government securities.
(4) Notwithstanding the other provisions of this Condition
4(b)(ii)(C) , if the Issuer has appointed a SOFR Benchmark
Replacement Agent and such SOFR Benchmark Replacement Agent is
unable to determine whether a SOFR Benchmark Transition Event has
occurred or, following the occurrence of a SOFR Benchmark
Transition Event, has not selected the SOFR Benchmark Replacement
as of the related SOFR Benchmark Replacement Date, in accordance
with this Condition 4(b)(ii)(C) then, in such case, the Issuer
shall make such determination or select the SOFR Benchmark
Replacement, as the case may be.
(5) Any determination, decision or election that may be made by
the Issuer or the SOFR Benchmark Replacement Agent, if any,
pursuant to this Condition 4(b)(ii)(C) , including any
determination with respect to a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event (including any
determination that a SOFR Benchmark Transition Event and its
related SOFR Benchmark Replacement Date have occurred with respect
to the then-current SOFR Benchmark), circumstance or date and any
decision to take or refrain from taking any action or any
selection, will be made in the sole discretion of the Issuer or the
SOFR Benchmark Replacement Agent, as the case may be, acting in
good faith and in a commercially reasonable manner.
(iii) Minimum and/or Maximum Rate of Interest
If the applicable Final Terms specifies a Minimum Rate of
Interest for any Interest Period, then, in the event that the Rate
of Interest in respect of such Interest Period determined in
accordance with the provisions of paragraph (ii) above is less than
such Minimum Rate of Interest, the Rate of Interest for such
Interest Period shall be such Minimum Rate of Interest.
If the applicable Final Terms specifies a Maximum Rate of
Interest for any Interest Period, then, in the event that the Rate
of Interest in respect of such Interest Period determined in
accordance with the provisions of paragraph (ii) above is greater
than such Maximum Rate of Interest, the Rate of Interest for such
Interest Period shall be such Maximum Rate of Interest.
(iv) Determination of Rate of Interest and Calculation of Interest Amounts
The Agent (or such other party responsible for the calculation
of the Rate of Interest, as specified in the applicable Final
Terms) will at or as soon as practicable after each time at which
the Rate of Interest is to be determined, determine the Rate of
Interest for the relevant Interest Period.
The Agent (or such other party as aforesaid) will calculate the
amount of interest (the "Interest Amount") payable on the Floating
Rate Notes for the relevant Interest Period by applying the Rate of
Interest to:
(A) in the case of Floating Rate Notes which are represented by
a Global Note, the aggregate outstanding nominal amount of the
Notes represented by such Global Note; or
(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount,
and, in each case, multiplying such sum by the applicable Day
Count Fraction, and rounding the resultant figure to the nearest
sub-unit of the relevant Specified Currency, half of any such
subunit being rounded upwards or otherwise in accordance with
applicable market convention. Where the Specified Denomination of a
Floating Rate Note in definitive form is a multiple of the
Calculation Amount, the Interest Amount payable in respect of such
Note shall be the product of the amount (determined in the manner
provided above) for the Calculation Amount and the amount by which
the Calculation Amount is multiplied to reach the Specified
Denomination without any further rounding.
"Day Count Fraction" means, in respect of the calculation of an
amount of interest for any Interest Period:
(A) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in
the applicable Final Terms, the actual number of days in the
Interest Period divided by 365 (or, if any portion of that Interest
Period falls in a leap year, the sum of (1) the actual number of
days in that portion of the Interest Period falling in a leap year
divided by 366 and (2) the actual number of days in that portion of
the Interest Period falling in a non-leap year divided by 365);
(B) if "Actual/365 (Fixed)" is specified in the applicable Final
Terms, the actual number of days in the Interest Period divided by
365;
(C) if "Actual/365 (Sterling)" is specified in the applicable
Final Terms, the actual number of days in the Interest Period
divided by 365 or, in the case of an Interest Payment Date falling
in a leap year, 366;
(D) if "Actual/360" is specified in the applicable Final Terms,
the actual number of days in the Interest Period divided by
360;
(E) if "30/360", "360/360" or "Bond Basis" is specified in the
applicable Final Terms, the number of days in the Interest Period
divided by 360, calculated on a formula basis as follows:
where:
"Y(1) " is the year, expressed as a number, in which the first
day of the Interest Period falls;
"Y(2) " is the year, expressed as a number, in which the day
immediately following the last day of the Interest Period
falls;
"M(1) " is the calendar month, expressed as a number, in which
the first day of the Interest Period falls;
"M(2) " is the calendar month, expressed as a number, in which
the day immediately following the last day of the Interest Period
falls;
"D(1) " is the first calendar day, expressed as a number, of the
Interest Period, unless such number is 31, in which case D(1) will
be 30; and
"D(2) " is the calendar day, expressed as a number, immediately
following the last day included in the Interest Period, unless such
number would be 31 and D(1) is greater than 29, in which case D(2)
will be 30;
(F) if "30E/360" or "Eurobond basis" is specified in the
applicable Final Terms, the number of days in the Interest Period
divided by 360, calculated on a formula basis as follows:
where:
"Y(1) " is the year, expressed as a number, in which the first
day of the Interest Period falls;
"Y(2) " is the year, expressed as a number, in which the day
immediately following the last day of the Interest Period
falls;
"M(1) " is the calendar month, expressed as a number, in which
the first day of the Interest Period falls;
"M(2) " is the calendar month, expressed as a number, in which
the day immediately following the last day of the Interest Period
falls;
"D(1) " is the first calendar day, expressed as a number, of the
Interest Period, unless such number would be 31, in which case D1
will be 30; and
"D(2) " is the calendar day, expressed as a number, immediately
following the last day included in the Interest Period, unless such
number would be 31, in which case D(2) will be 30; or
(G) if "30E/360 (ISDA)" is specified in the applicable Final
Terms, the number of days in the Interest Period divided by 360,
calculated on a formula basis as follows:
where:
"Y(1) " is the year, expressed as a number, in which the first
day of the Interest Period falls;
"Y(2) " is the year, expressed as a number, in which the day
immediately following the last day of the Interest Period
falls;
"M(1) " is the calendar month, expressed as a number, in which
the first day of the Interest Period falls;
"M(2) " is the calendar month, expressed as a number, in which
the day immediately following the last day of the Interest Period
falls;
"D(1) " is the first calendar day, expressed as a number, of the
Interest Period, unless (i) that day is the last day of February or
(ii) such number would be 31, in which case D(1) will be 30;
and
"D(2) " is the calendar day, expressed as a number, immediately
following the last day included in the Interest Period, unless (i)
that day is the last day of February but not the Maturity Date or
(ii) such number would be 31, in which case D(2) will be 30.
(v) Linear Interpolation
Where Linear Interpolation is specified as applicable in respect
of an Interest Period in the applicable Final Terms, the Rate of
Interest for such Interest Period shall be calculated by the Agent
(or such other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final terms) by straight
line linear interpolation by reference to two rates based on the
relevant Reference Rate, one of which shall be determined as if the
Designated Maturity were the period of time for which rates are
available next shorter than the length of the relevant Interest
Period and the other of which shall be determined as if the
Designated Maturity were the period of time for which rates are
available next longer than the length of the relevant Interest
Period provided however that if there is no rate available for a
period of time next shorter or, as the case may be, next longer,
then the Agent (or such other party as aforesaid) shall determine
such rate at such time and by reference to such sources as the
Issuer determines appropriate.
For the purposes of this Condition 4(b)(v) , "Designated
Maturity" means, in relation to Screen Rate Determination, the
period of time designated in the Reference Rate.
(vi) Notification of Rate of Interest and Interest Amounts
(A) Except where the Reference Rate is specified in the
applicable Final Terms as being "Compounded Daily SONIA", the Agent
(or such other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final Terms) will cause
the Rate of Interest and each Interest Amount for each Interest
Period and the relevant Interest Payment Date to be notified to the
Issuer and any stock exchange or other relevant competent authority
or quotation system on which the relevant Floating Rate Notes are
for the time being listed, quoted and/or traded or by which they
have been admitted to listing, quotation and/or trading and notice
thereof to be published in accordance with Condition 13 as soon as
possible after their determination but in no event later than the
fourth London Business Day thereafter. Each Interest Amount and
Interest Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment)
without prior notice in the event of an extension or shortening of
the Interest Period. Any such amendment or alternative arrangements
will be promptly notified to each stock exchange or other relevant
competent authority or quotation system on which the relevant
Floating Rate Notes are for the time being listed, quoted and/or
traded or by which they have been admitted to listing, quotation
and/or trading and to the Noteholders in accordance with Condition
13
.
For the purposes of this paragraph, the expression "London
Business Day" means a day (other than a Saturday or a Sunday) on
which banks and foreign exchange markets are open for business in
London.
(B) Where the Reference Rate is specified in the applicable
Final Terms as being "Compounded Daily SONIA", the Agent (or such
other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final Terms) will cause
the Rate of Interest and each Interest Amount for each Interest
Period and the relevant Interest Payment Date to be notified to (i)
the Issuer, and (ii) to any stock exchange or other relevant
competent authority or quotation system on which the relevant
Floating Rate Notes are for the time being listed, quoted and/or
traded and, in each case, to be published in accordance with
Condition 13 as soon as possible after their determination but in
no event later than the second London Banking Day (as defined in
Condition 4(b)(ii)(B)(2) above ) thereafter. Each Rate of Interest,
Interest Amount and Interest Payment Date so notified 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 relevant Interest Period. Any such
amendment or alternative arrangements will promptly be notified to
any stock exchange or other relevant competent authority or
quotation system on which the relevant Floating Rate Notes are for
the time being listed, quoted and/or traded and to the Noteholders
in accordance with Condition 13 .
(vii) 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 4(b)
by the Agent (or such other party responsible for the calculation
of the Rate of Interest, as specified in these Conditions or the
applicable Final Terms, as applicable) shall (in the absence of
wilful default, bad faith or manifest error by them or any of their
directors, officers, employees or agents) be binding on the Issuer,
the Agent, the other Paying Agents and all Noteholders and
Couponholders and (in the absence of the above) no liability to the
Issuer, the Noteholders or the Couponholders shall attach to the
Agent (or such other party as aforesaid) in connection with the
exercise or non-exercise by it of its powers, duties and
discretions under this Condition.
(c) Accrual of Interest
Each Note (or, in the case of the redemption of part only of a
Note, that part only of such Note) will cease to bear interest (if
any) from the date for its redemption unless, upon due presentation
thereof, payment of principal is improperly withheld or refused. In
such event, interest will continue to accrue until whichever is the
earlier of:
(i) the date on which all amounts due in respect of such Note have been paid; and
(ii) five days after the date on which the full amount of the
moneys payable in respect of such Note has been received by the
Agent and notice to that effect has been given to the Noteholders
in accordance with Condition 13 .
(d) Benchmark Discontinuation
Notwithstanding the provisions in Conditions 4(b)(ii)(A) ,
4(b)(ii)(B) and 4(b)(ii)(C) above , if the Issuer, acting in good
faith, in a commercially reasonable manner, determines that a
Benchmark Event has occurred in relation to an Original Reference
Rate when any Rate of Interest (or any component part thereof)
remains to be determined by reference to that Original Reference
Rate, then the following provisions of this Condition 4(d) shall
apply.
(i) Successor Rate or Alternative Rate
If there is a Successor Rate, then the Issuer shall promptly
notify the party responsible for determining the Rate of Interest
(being the Agent or other such party specified in the applicable
Final Terms, as applicable) and, in accordance with Condition 13 ,
the Noteholders of such Successor Rate and that Successor Rate
shall (subject to adjustment as provided in Condition 4(d)(ii) )
subsequently be used by the Agent (or such other party responsible
for the calculation of the Rate of Interest, as specified in the
applicable Final Terms) in place of the Original Reference Rate to
determine the relevant Rate(s) of Interest (or the relevant
component part(s) thereof) for all relevant future payments of
interest on the Notes (subject to the further operation of this
Condition 4(d) ).
If there is no Successor Rate but the Issuer, acting in good
faith, in a commercially reasonable manner and by reference to such
sources as it deems appropriate, which may include consultation
with an Independent Adviser, determines that there is an
Alternative Rate, then the Issuer shall promptly notify the Agent
(or such other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final Terms) and, in
accordance with Condition 13 , the Noteholders of such Alternative
Rate and that Alternative Rate shall (subject to adjustment as
provided in Condition 4(d)(ii) ) subsequently be used in place of
the Original Reference Rate to determine the relevant Rate(s) of
Interest (or the relevant component part(s) thereof) for all
relevant future payments of interest on the Notes (subject to the
further operation of this Condition 4(d) ).
(ii) Adjustment Spread
If, in the case of a Successor Rate, an Adjustment Spread is
formally recommended, or provided as an option for parties to
adopt, in relation to the replacement of the Original Reference
Rate with the Successor Rate by any Relevant Nominating Body, then
the Issuer shall promptly notify the party responsible for
determining the Rate of Interest (being the Agent or other such
party specified in the applicable Final Terms, as applicable) and,
in accordance with Condition 13 , the Noteholders of such
Adjustment Spread and the Agent (or such other party responsible
for the calculation of the Rate of Interest, as specified in the
applicable Final Terms) shall, subject to the receipt (not less
than five Business Days prior to the relevant Interest
Determination Date) of, and in accordance with, the Issuer's
written instructions, apply such Adjustment Spread to the Successor
Rate for each subsequent determination of a relevant Rate of
Interest (or a component part thereof) by reference to such
Successor Rate.
If, in the case of a Successor Rate where no such Adjustment
Spread is formally recommended or provided as an option by any
Relevant Nominating Body, or in the case of an Alternative Rate,
the Issuer, acting in good faith, in a commercially reasonable
manner and by reference to such sources as it deems appropriate,
which may include consultation with an Independent Adviser,
determines that there is an Adjustment Spread in customary market
usage in the international debt capital markets for transactions
which reference the Original Reference Rate, where such rate has
been replaced by the Successor Rate or the Alternative Rate (as the
case may be), then the Issuer shall promptly notify the party
responsible for determining the Rate of Interest (being the Agent
or other such party specified in the applicable Final Terms, as
applicable) and, in accordance with Condition 13 , the Noteholders
of such Adjustment Spread and the Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the applicable Final Terms) shall, subject to the
receipt (not less than five Business Days prior to the relevant
Interest Determination Date) of, and in accordance with, the
Issuer's written instructions apply such Adjustment Spread to the
Successor Rate or the Alternative Rate (as the case may be) for
each subsequent determination of a relevant Rate of Interest (or a
component part thereof) by reference to such Successor Rate or
Alternative Rate (as applicable).
If no such recommendation or option has been made (or made
available) by any Relevant Nominating Body, or the Issuer so
determines, acting in good faith, in a commercially reasonable
manner and by reference to such sources as it deems appropriate,
which may include consultation with an Independent Adviser, that
there is no such Adjustment Spread in customary market usage in the
international debt capital markets and the Issuer further
determines, acting in good faith, in a commercially reasonable
manner and by reference to such sources as it deems appropriate,
which may include consultation with an Independent Adviser, that an
Adjustment Spread is required to be applied to the Successor Rate
or the Alternative Rate (as the case may be), then the Adjustment
Spread shall be:
(A) the Adjustment Spread determined by the Issuer, acting in
good faith, in a commercially reasonable manner and by reference to
such sources as it deems appropriate, which may include
consultation with an Independent Adviser, as being the Adjustment
Spread recognised or acknowledged as being the industry standard
for over-the-counter derivative transactions which reference the
Original Reference Rate, where such rate has been replaced by the
Successor Rate or the Alternative Rate (as the case may be); or
(B) if there is no such industry standard recognised or
acknowledged, such Adjustment Spread as the Issuer, acting in good
faith, in a commercially reasonable manner and by reference to such
sources as it deems appropriate, which may include consultation
with an Independent Adviser, determines to be appropriate, having
regard to the objective, so far as is reasonably practicable in the
circumstances, of reducing or eliminating any economic prejudice or
benefit (as the case may be) to Noteholders as a result of the
replacement of the Original Reference Rate with the Successor Rate
or the Alternative Rate (as the case may be).
Following any such determination of the Adjustment Spread, the
Issuer shall promptly notify the party responsible for determining
the Rate of Interest (being the Agent or other such party specified
in the applicable Final Terms, as applicable) and, in accordance
with Condition 13 , the Noteholders of such Adjustment Spread and
the Agent (or such other party responsible for the calculation of
the Rate of Interest, as specified in the applicable Final Terms)
shall, subject to the receipt (not less than five Business Days
prior to the relevant Interest Determination Date) of, and in
accordance with, the Issuer's written instructions, apply such
Adjustment Spread to the Successor Rate or the Alternative Rate (as
the case may be) for each subsequent determination of a relevant
Rate of Interest (or a component part thereof) by reference to such
Successor Rate or Alternative Rate (as applicable).
(iii) Benchmark Amendments
If any Successor Rate, Alternative Rate or Adjustment Spread is
determined in accordance with this Condition 4(d) and the Issuer,
acting in good faith, in a commercially reasonable manner and by
reference to such sources as it deems appropriate, which may
include consultation with an Independent Adviser, determines in its
discretion (A) that amendments to these Conditions and/or the
Agency Agreement are necessary to ensure the proper operation of
such Successor Rate, Alternative Rate and/or Adjustment Spread
(such amendments, the "Benchmark Amendments") and (B) the terms of
the Benchmark Amendments, then the Issuer shall, subject to the
following paragraphs of this Condition 4(d)(iii) and subject to the
Issuer having to give notice thereof to the Noteholders in
accordance with Condition 13 , and to the party responsible for
determining the Rate of Interest (being the Agent or other such
party specified in the applicable Final Terms as applicable) in
accordance with this Condition 4(d)(iii) , without any requirement
for the consent or approval of Noteholders or Couponholders make
the necessary modifications to these Conditions and/or Agency
Agreement to give effect to such Benchmark Amendments. At the
request of the Issuer, but subject to receipt by the Agent of the
certificate referred to in the final paragraph of this Condition
4(d)(iii) , and subject as provided below, the Agent (as
applicable) shall (at the expense of the Issuer), without any
requirement for the consent or approval of the Noteholders or
Couponholders and without liability to the Noteholders or any other
person, be obliged to concur with the Issuer in effecting any
Benchmark Amendments with effect from the date specified in such
notice.
In connection with any such modifications in accordance with
this Condition 4(d)(iii) , if and for so long as the Notes are
admitted to trading and listed on the official list of a stock
exchange or other relevant competent authority or quotation system,
the Issuer shall comply with the rules of that stock exchange or
other relevant competent authority or quotation system.
Notwithstanding any other provision of this Condition 4(d)(iii)
, the Agent shall not be obliged to concur with the Issuer in
respect of any Benchmark Amendments which, in the sole opinion of
the Agent (as applicable), would have the effect of (i) exposing
the Agent (as applicable) to any liability against which it has not
been indemnified and/or secured and/or prefunded to its
satisfaction or (ii) increasing the obligations or duties, or
decreasing the rights or protections, of the Agent (as applicable)
in the Agency Agreement and/or these Conditions.
Any Benchmark Amendments determined under this Condition
4(d)(iii) shall be notified promptly (in any case, not less than
five Business Days prior to the relevant Interest Determination
Date) by the Issuer to the party responsible for determining the
Rate of Interest (being the Agent or other such party specified in
the applicable Final Terms, as applicable) and, in accordance with
Condition 13 , the Noteholders. Such notice shall be irrevocable
and shall specify the effective date of such Benchmark
Amendments.
No later than notifying the party responsible for determining
the Rate of Interest (being the Agent or such other party specified
in the applicable Final Terms, as applicable) of the same, the
Issuer shall deliver to the Agent a certificate (on which the Agent
shall be entitled to rely without further enquiry or liability)
signed by two authorised signatories of the Issuer:
(A) confirming (i) that a Benchmark Event has occurred, (ii)
whether the Issuer has consulted with an Independent Adviser, (iii)
the Successor Rate or, as the case may be, the Alternative Rate,
(iv) where applicable, any Adjustment Spread, and/or (v) the
specific terms of any Benchmark Amendments, in each case as
determined in accordance with the provisions of this Condition
4(d)(iii) ; and
(B) certifying that the Benchmark Amendments (in accordance with
the provisions of Condition 4(d)(iii) are necessary to ensure the
proper operation of such Successor Rate, Alternative Rate and/or
Adjustment Spread.
The Successor Rate or Alternative Rate and the Adjustment Spread
(if any) and the Benchmark Amendments (if any) specified in such
certificate will (in the absence of manifest error in the
determination of the Successor Rate or Alternative Rate and the
Adjustment Spread (if any) and the Benchmark Amendments (if any)
and without prejudice to the Agent's ability to rely on such
certificate as aforesaid) be binding on the Issuer, the party
responsible for determining the Rate of Interest (being the Agent
or other such party specified in the applicable Final Terms, as
applicable), the Agents and the Noteholders and Couponholders.
(iv) Independent Adviser
In the event the Issuer is to consult with an Independent
Adviser in connection with any determination to be made by the
Issuer pursuant to this Condition 4(d) , the Issuer shall use its
reasonable endeavours to appoint an Independent Adviser, as soon as
reasonably practicable, for the purposes of any such
consultation.
An Independent Adviser appointed pursuant to this Condition
4(d)(iv) shall act in good faith and in a commercially reasonable
manner and (in the absence of fraud or wilful default) shall have
no liability whatsoever to the Issuer or the Noteholders for any
determination made by it or for any advice given to the Issuer in
connection with any determination made by the Issuer pursuant to
this Condition 4(d) or otherwise in connection with the Notes.
If the Issuer consults with an Independent Adviser as to whether
there is a Successor Rate, an Alternative Rate and/or whether any
Adjustment Spread is required to be applied and/or in relation to
the quantum of, or any formula or methodology for determining such
Adjustment Spread and/or whether any Benchmark Amendments are
necessary and/or in relation to the terms of any such Benchmark
Amendments, a written determination of an Independent Adviser in
respect thereof shall be conclusive and binding on all parties,
save in the case of manifest error, and (in the absence of fraud or
wilful default) the Issuer shall have no liability whatsoever to
the Noteholders in respect of anything done, or omitted to be done,
in relation to that matter in accordance with any such written
determination.
No Independent Adviser appointed in connection with Notes
(acting in such capacity), shall have any relationship of agency or
trust with the Noteholders.
(v) Survival of Original Reference Rate Provisions
Without prejudice to the obligations of the Issuer under this
Condition 4(d) , the Original Reference Rate and the fallback
provisions provided for in Conditions 4(b)(ii)(A) , 4(b)(ii)(B) and
4(b)(ii)(C) and/or the applicable Final Terms, as the case may be,
will continue to apply unless and until the Issuer has determined
the Successor Rate or the Alternative Rate (as the case may be),
and any Adjustment Spread and Benchmark Amendments, in accordance
with the relevant provisions of this Condition 4(d) .
(vi) Notifications, etc. to be final
All notifications, opinions, determinations, certificates,
calculations, quotations and decisions given, expressed, made or
obtained for the purposes of the provisions of this Condition 4(d)
by the Issuer will (in the absence of default, bad faith or
manifest error by it or any of its directors, officers, employees
or agents) be binding on the Issuer and the Agent, and all the
Noteholders of this Series and Coupons relating thereto and (in the
absence of any default, bad faith or manifest error as referred to
above) no liability to the Agent or the Noteholders of this Series
and Coupons relating thereto shall attach to the Issuer in
connection with the exercise or non-exercise by it of its powers,
duties and discretions under this Condition 4(d) .
(vii) Definitions
In this Condition 4(d) :
"Adjustment Spread" means either a spread, or the formula or
methodology for calculating a spread and the spread resulting from
such calculation, which spread may in either case be positive or
negative or zero and is to be applied to the Successor Rate or the
Alternative Rate (as the case may be) where the Original Reference
Rate is replaced with the Successor Rate or the Alternative Rate
(as the case may be);
"Alternative Rate" means an alternative benchmark or screen rate
which the Issuer determines in accordance with this Condition 4(d)
is used in place of the Original Reference Rate in customary market
usage in the international debt capital markets for the purposes of
determining rates of interest (or the relevant component part
thereof) for a commensurate interest period and in the same
Specified Currency as the Notes;
"Benchmark Amendments" has the meaning given to it in Condition
4(d)(iii);
"Benchmark Event" means, with respect to an Original Reference
Rate, the earlier to occur of:
(A) the Original Reference Rate ceasing to be published for at
least five Business Days or ceasing to exist or be
administered;
(B) the later of (i) the making of a public statement by the
administrator of the Original Reference Rate that it will, on or
before a specified date, cease publishing the Original Reference
Rate permanently or indefinitely (in circumstances where no
successor administrator has been appointed that will continue
publication of the Original Reference Rate) and (ii) the date
falling six months prior to the specified date referred to in
sub--paragraph (i);
(C) the making of a public statement by the supervisor of the
administrator of the Original Reference Rate that the Original
Reference Rate has been permanently or indefinitely
discontinued;
(D) the later of (i) the making of a public statement by the
supervisor of the administrator of the Original Reference Rate that
the Original Reference Rate will, on or before a specified date, be
permanently or indefinitely discontinued and (ii) the date falling
six months prior to the specified date referred to in
sub--paragraph (i);
(E) the later of (i) the making of a public statement by the
supervisor of the administrator of the Original Reference Rate that
means the Original Reference Rate will be prohibited from being
used or that its use will be subject to restrictions or adverse
consequences, in each case on or before a specified date and (ii)
the date falling six months prior to the specified date referred to
in sub--paragraph (i);
(F) it has or will prior to the next Interest Determination Date
become unlawful for the Agent, any Paying Agent, (if specified in
the applicable Final Terms) such other party responsible for the
calculation of the Rate of Interest, or the Issuer to determine any
Rate of Interest and/or calculate any Interest Amount using the
Original Reference Rate (including, without limitation, under
Regulation (EU) No. 2016/1011, if applicable); and
(G) the making of a public statement by the supervisor of the
administrator of the Original Reference Rate announcing that such
Original Reference Rate is no longer representative;
"Independent Adviser" means an independent financial institution
of international repute or other independent adviser of recognised
standing with appropriate expertise appointed by the Issuer at its
own expense;
"Original Reference Rate" means the benchmark or screen rate (as
applicable) originally specified in the applicable Final Terms for
the purposes of determining the relevant Rate of Interest (or any
component part thereof) in respect of the Notes (provided that if,
following one or more Benchmark Events, such originally specified
Reference Rate (or any Successor Rate or Alternative Rate which has
replaced it) has been replaced by a (or a further) Successor Rate
or Alternative Rate and a Benchmark Event subsequently occurs in
respect of such Successor Rate or Alternative Rate, the term
"Original Reference Rate" shall include any such Successor Rate or
Alternative Rate);
"Relevant Nominating Body" means, in respect of an Original
Reference Rate:
(A) the central bank for the currency to which the Original
Reference Rate relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of
the Original Reference Rate; or
(B) any working group or committee sponsored by, chaired or
co-chaired by or constituted at the request of (i) the central bank
for the currency to which the Original Reference Rate relates, (ii)
any central bank or other supervisory authority which is
responsible for supervising the administrator of the Original
Reference Rate, (iii) a group of the aforementioned central banks
or other supervisory authorities, or (iv) the Financial Stability
Board or any part thereof; and
"Successor Rate" means a successor to or replacement of the
Original Reference Rate which is formally recommended by any
Relevant Nominating Body.
5. Payments
(a) Method of Payment
Subject as provided below:
(i) payments in a Specified Currency other than euro will be
made by credit or transfer to an account in the relevant Specified
Currency (which, in the case of a payment in Japanese yen to a
non-resident of Japan, shall be a non-resident account) maintained
by the payee with, or, at the option of the payee, by a cheque in
such Specified Currency drawn on, a bank in the principal financial
centre of the country of such Specified Currency; and
(ii) payments in euro will be made by credit or transfer to a
euro account (or any other account to which euro may be credited or
transferred) specified by the payee or, at the option of the payee,
by a euro cheque.
Payments will be subject in all cases to (i) any fiscal or other
laws and regulations applicable thereto in the place of payment,
but without prejudice to the provisions of Condition 7 , and (ii)
any withholding or deduction required pursuant to an agreement
described in Section 1471(b) of the U.S. Internal Revenue Code of
1986 (the "Code") or otherwise imposed pursuant to Sections 1471
through 1474 of the Code, any regulations or agreements thereunder,
any official interpretations thereof, or law implementing an
intergovernmental approach thereto ("FATCA"). Reference in these
Conditions to "Specified Currency" will include any successor
currency under applicable law.
(b) Presentation of Definitive Notes and Coupons
Payments of principal in respect of Definitive Notes will
(subject as provided below) be made in the manner provided in
paragraph (a) above only against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of Definitive
Notes, and payments of interest in respect of Definitive Notes will
(subject as provided below) be made as aforesaid only against
presentation and surrender (or, in the case of part payment of any
sum due, endorsement) of Coupons, in each case at the specified
office of any Paying Agent outside the United States (which
expression, as used herein, means the United States of America
(including the States and the District of Columbia and its
possessions)).
Fixed Rate Notes in definitive form (other than Long Maturity
Notes (as defined below) should be presented for payment together
with all unmatured Coupons appertaining thereto (which expression
shall for this purpose include Coupons falling to be issued on
exchange of matured Talons), failing which the amount of any
missing unmatured Coupon (or, in the case of payment not being made
in full, the same proportion of the amount of such missing
unmatured Coupon as the sum so paid bears to the sum due) will be
deducted from the sum due for payment. Each amount of principal so
deducted will be paid in the manner mentioned above against
surrender of the relative missing Coupon at any time before the
expiry of 10 years after the Relevant Date (as defined in Condition
7 ) in respect of such principal (whether or not such Coupon would
otherwise have become void under Condition 8 ) or, if later, 5
years from the date on which such Coupon would otherwise have
become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due and
repayable prior to its Maturity Date, all unmatured Talons (if any)
appertaining thereto will become void and no further Coupons will
be issued in respect thereof.
Upon the date on which any Floating Rate Note or Long Maturity
Note in definitive form becomes due and repayable, unmatured
Coupons and Talons (if any) relating thereto (whether or not
attached) shall become void and no payment or, as the case may be,
exchange for further Coupons shall be made in respect thereof. A
"Long Maturity Note" is a Fixed Rate Note (other than a Fixed Rate
Note which on issue had a Talon attached) whose nominal amount on
issue is less than the aggregate interest payable thereon provided
that such Note shall cease to be a Long Maturity Note on the
Interest Payment Date on which the aggregate amount of interest
remaining to be paid after that date is less than the nominal
amount of such Note.
If the due date for redemption of any Definitive Note is not an
Interest Payment Date, interest (if any) accrued in respect of such
Note from (and including) the preceding Interest Payment Date or,
as the case may be, the Interest Commencement Date shall be payable
only against surrender of the relevant Definitive Note.
(c) Payments in respect of Global Notes
Payments of principal and interest (if any) in respect of Notes
represented by any Global Note will (subject as provided below) be
made in the manner specified above in relation to Definitive Notes
and otherwise in the manner specified in the relevant Global Note
against presentation or surrender, as the case may be, of such
Global Note at the specified office of any Paying Agent outside the
United States. A record of each payment made against presentation
or surrender of any Global Note, distinguishing between any payment
of principal and any payment of interest, will be made on such
Global Note either by the Paying Agent to which it was presented or
in the records of Euroclear and Clearstream, Luxembourg, as
applicable.
(d) General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to
receive payments in respect of Notes represented by such Global
Note and the Issuer will be discharged by payment to, or to the
order of, the holder of such Global Note in respect of each amount
so paid. Each of the persons shown in the records of Euroclear or
Clearstream, Luxembourg as the beneficial holder of a particular
nominal amount of Notes represented by such Global Note must look
solely to Euroclear or Clearstream, Luxembourg, as the case may be,
for their share of each payment so made by the Issuer to, or to the
order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition, if
any amount of principal and/or interest in respect of Notes is
payable in U.S. dollars, such U.S. dollar payments of principal
and/or interest in respect of such Notes will be made at the
specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified
offices outside the United States with the reasonable expectation
that such Paying Agents would be able to make payment in U.S.
dollars at such specified offices outside the United States of the
full amount of principal and interest on the Notes in the manner
provided above when due;
(ii) payment of the full amount of such principal and interest
at all such specified offices outside the United States is illegal
or effectively precluded by exchange controls or other similar
restrictions on the full payment or receipt of principal and
interest in U.S. dollars; and
(iii) such payment is then permitted under United States law
without involving, in the opinion of the Issuer, adverse tax
consequences to the Issuer.
(e) Payment Day
If the date for payment of any amount in respect of any Note or
Coupon is not a Payment Day, the holder thereof shall not be
entitled to payment until the next following Payment Day in the
relevant place and shall not be entitled to further interest or
other payment in respect of such delay. For these purposes,
"Payment Day" means any day which (subject to Condition 8 ) is:
(i) a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including
dealing in foreign exchange and foreign currency deposits) in:
(A) the relevant place of presentation, in the case of Notes in definitive form only; and
(B) any Additional Financial Centre specified in the applicable Final Terms; and
(ii) either (1) in relation to any sum payable in a Specified
Currency other than euro, a day on which commercial banks and
foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre of the country
of the relevant Specified Currency (which if the Specified Currency
is Australian dollars shall be Sydney) or (2) in relation to any
sum payable in euro, a day on which T2 is open.
(f) Interpretation of Principal and Interest
Any reference in these Terms and Conditions to principal in
respect of the Notes shall be deemed to include, as applicable:
(i) any Additional Amounts which may be payable with respect to
principal under Condition 7 ;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Zero Coupon Notes, the Amortised Face Amount
(as defined in Condition 6(e)(iii) ); and
(vi) any premium and any other amounts which may be payable by
the Issuer under or in respect of the Notes.
Any reference in these Terms and Conditions to interest in
respect of the Notes shall be deemed to include, as applicable, any
Additional Amounts which may be payable with respect to interest
under Condition 7 .
6. Redemption and Purchase
(a) Redemption at Maturity
Unless previously redeemed or purchased and cancelled as
specified below, each Note will be redeemed by the Issuer at its
Final Redemption Amount specified in the applicable Final Terms in
the relevant Specified Currency on the Maturity Date.
(b) Redemption for Tax Reasons
If (i) as a result of any change in, or amendment to, the laws
or regulations of the Commonwealth of Australia or the State of
Queensland or any political sub-division of, or any authority in,
or of, the Commonwealth of Australia or the State of Queensland
having power to tax, or any change in the application or official
interpretation of the laws or regulations, which change or
amendment becomes effective after the Issue Date of the first
Tranche of the Notes, on the occasion of the next payment due in
respect of the Notes the Issuer would be required to pay Additional
Amounts as provided or referred to in Condition 7 , and (ii) the
requirement cannot be avoided by the Issuer taking reasonable
measures available to it, the Issuer may at its option, having
given not less than 30 nor more than 60 days' notice to the
Noteholders in accordance with Condition 13 (which notice shall be
irrevocable), redeem all the Notes, but not some only, at any time
(if this Note is not a Floating Rate Note) or on any Interest
Payment Date (if this Note is a Floating Rate Note) 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 Notes
then due. Prior to the publication of any notice of redemption
pursuant to this paragraph, the Issuer shall deliver to the Agent a
certificate signed by two Directors of the Issuer stating that the
Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the
right of the Issuer so to redeem have occurred, and an opinion of
independent legal advisers of recognised standing to the effect
that the Issuer has or will become obliged to pay such Additional
Amounts as a result of such change or amendment. Upon the expiry of
any notice as is referred to in this paragraph the Issuer shall be
bound to redeem the Notes to which the notice refers in accordance
with the provisions of this paragraph.
Notes redeemed pursuant to this Condition 6(b) will be redeemed
at their Early Redemption Amount referred to in paragraph (e) below
together (if appropriate) with interest accrued to (but excluding)
the date of redemption.
(c) Redemption at the Option of the Issuer (Issuer Call)
If Issuer Call is specified as being applicable in the
applicable Final Terms, the Issuer may, having given:
(i) not less than 15 nor more than 30 days' notice to the
Noteholders in accordance with Condition 13 ; and
(ii) not less than 15 days before the giving of the notice
referred to in paragraph (i) above , notice in writing to the
Agent,
(which notices shall be irrevocable and shall specify the date
fixed for redemption), redeem all or some only of the Notes then
outstanding on any Optional Redemption Date and at the Optional
Redemption Amount(s) specified in the applicable Final Terms
together, if appropriate, with interest accrued to (but excluding)
the relevant Optional Redemption Date. Any such redemption must be
of a nominal amount equal to the Minimum Redemption Amount or a
Higher Redemption Amount. In the case of a partial redemption of
Notes, the Notes to be redeemed ("Redeemed Notes") will be selected
individually by lot, in the case of Redeemed Notes represented by
Definitive Notes, and in accordance with the rules of Euroclear
and/or Clearstream, Luxembourg, in the case of Redeemed Notes
represented by a Global Note, not more than 30 days prior to the
date fixed for redemption (such date of selection being hereinafter
called the "Selection Date"). In the case of Redeemed Notes
represented by Definitive Notes, a list of the serial numbers of
such Redeemed Notes will be published in accordance with Condition
13 not less than 15 days prior to the date fixed for redemption.
The aggregate nominal amount of Redeemed Notes represented by
Definitive Notes shall bear the same proportion to the aggregate
nominal amount of all Redeemed Notes as the aggregate nominal
amount of Definitive Notes outstanding bears to the aggregate
nominal amount of the Notes outstanding, in each case on the
Selection Date, provided that such first-mentioned nominal amount
shall, if necessary, be rounded downwards to the nearest integral
multiple of the Specified Denomination, and the aggregate nominal
amount of Redeemed Notes represented by a Global Note shall be
equal to the balance of the Redeemed Notes. No exchange of the
relevant Global Note will be permitted during the period from (and
including) the Selection Date to (and including) the date fixed for
redemption pursuant to this paragraph (c) and notice to that effect
shall be given by the Issuer to the Noteholders in accordance with
Condition 13 at least 5 days prior to the Selection Date.
(d) Redemption at the Option of the Noteholders (Investor Put)
If Investor Put is specified as being applicable in the
applicable Final Terms, upon the holder of any Note giving to the
Issuer in accordance with Condition 13 not less than 15 nor more
than 30 days' notice or such other period of notice as is specified
in the applicable Final Terms the Issuer will, upon the expiry of
such notice, redeem, subject to, and in accordance with, the terms
specified in the applicable Final Terms, in whole (but not in
part), such Note on the Optional Redemption Date and at the
Optional Redemption Amount specified in the applicable Final Terms
together, if appropriate, with interest accrued to (but excluding)
the Optional Redemption Date.
If this Note is in definitive form, to exercise the right to
require redemption of this Note the holder of this Note must
deliver such Note at the specified office of any Paying Agent at
any time during normal business hours of such Paying Agent falling
within the notice period, accompanied by a duly completed and
signed notice of exercise in the form (for the time being current)
obtainable from any specified office of any Paying Agent (a "Put
Notice") and in which the holder must specify a bank account or, if
payment is by cheque, an address to which payment is to be made
under this Condition. If this Note is represented by a Global Note,
to exercise the right to require redemption of this Note the holder
of this Note must, within the notice period, give notice of such
exercise in accordance with the standard procedures of Euroclear
and Clearstream, Luxembourg (which may include notice being given
on their instruction by Euroclear or Clearstream, Luxembourg or any
common depositary for them to the Agent by electronic means) in a
form acceptable to Euroclear and Clearstream, Luxembourg from time
to time.
Any Put Notice given by a holder of any Note pursuant to this
paragraph shall be irrevocable except where prior to the due date
of redemption an Event of Default shall have occurred and be
continuing in which event such holder, at its option, may elect by
notice to the Issuer to withdraw the notice given pursuant to this
paragraph and instead to declare such Note forthwith due and
payable pursuant to Condition 9 .
(e) Early Redemption Amounts
For the purpose of paragraph (b) above and Condition 9 , each
Note will be redeemed at the Early Redemption Amount calculated as
follows:
(i) in the case of a Note with a Final Redemption Amount equal
to the Issue Price of the first Tranche of the Series, at the Final
Redemption Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note) with
a Final Redemption Amount which is or may be less or greater than
the Issue Price of the first Tranche of the Series, at the amount
specified in the applicable Final Terms or, if no such amount is so
specified in the applicable Final Terms, at their nominal amount;
or
(iii) in the case of a Zero Coupon Note, at an amount (the
"Amortised Face Amount") equal to the product of:
(A) the Reference Price; and
(B) the sum of the figure 1 and the Accrual Yield, raised to the
power of x, where "x" is the Day Count Fraction specified in the
applicable Final Terms which will be either (i) 30/360 (in which
case the numerator will be equal to the number of days calculated
on the basis of a 360 day year consisting of 12 months of 30 days
each) from (and including) the Issue Date of the first Tranche of
the Notes to (but excluding) the date fixed for redemption or (as
the case may be) the date upon which such Note becomes due and
repayable and the denominator will be 360) or (ii) Actual/360 (in
which case the numerator will be equal to the actual number of days
from (and including) the Issue Date of the first Tranche of the
Notes to (but excluding) the date fixed for redemption or (as the
case may be) the date upon which such Note becomes due and
repayable and the denominator will be 360) or (iii) Actual/365 (in
which case the numerator will be equal to the actual number of days
from (and including) the Issue Date of the first Tranche of the
Notes to (but excluding) the date fixed for redemption or (as the
case may be) the date upon which such Note becomes due and
repayable and the denominator will be 365).
(f) Purchases
The Issuer or any of its Related Entities (as defined below) may
at any time purchase Notes (provided that, in the case of
Definitive Notes, all unmatured Coupons and Talons appertaining
thereto are purchased therewith) at any price in the open market or
otherwise. If purchases are made by tender, tenders must be
available to all Noteholders alike. Such Notes may be held,
reissued, resold or, at the option of the Issuer, surrendered to
any Paying Agent for cancellation. In this Condition 6(f) ,
"Related Entities" has the meaning given to that term in the
Corporations Act.
(g) Cancellation
All Notes which are (i) redeemed or (ii) purchased for
cancellation pursuant to paragraph (f) above , will forthwith be
cancelled (together with all unmatured Coupons and Talons attached
thereto or surrendered therewith at the time of redemption), and
shall be forwarded to the Agent and cannot be reissued or
resold.
(h) Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon
redemption of such Zero Coupon Note pursuant to paragraph (a) , (b)
, (c) or (d) above or upon its becoming due and repayable as
provided in Condition 9 is improperly withheld or refused, the
amount due and repayable in respect of such Zero Coupon Note shall
be the amount calculated as provided in Condition 6(e)(iii) above
as though the references therein to the date fixed for the
redemption or the date upon which such Zero Coupon Note becomes due
and payable were replaced by references to the date which is the
earlier of:
(i) the date on which all amounts due in respect of such Zero
Coupon Note have been paid; and
(ii) five days after the date on which the full amount of the
moneys payable in respect of such Zero Coupon Notes has been
received by the Agent and notice to that effect has been given to
the Noteholders in accordance with Condition 13 .
7. Taxation
All payments in respect of the Notes and Coupons by the Issuer
shall be made without withholding or deduction for, or on account
of, any present or future taxes, duties, assessments or
governmental charges of whatever nature ("Taxes") imposed or levied
by or on behalf of the Commonwealth of Australia or the State of
Queensland, or any political sub-division of, or any authority in,
or of, the Commonwealth of Australia or the State of Queensland
having power to tax, unless the withholding or deduction of the
Taxes is made under or in connection with, or in order to ensure
compliance with FATCA or is required by law. In that event, the
Issuer will pay such additional amounts ("Additional Amounts") as
may be necessary in order that the net amounts received by the
Noteholders and Couponholders after such withholding or deduction
shall equal the respective amounts which would otherwise have been
receivable in respect of the Notes or Coupons, in the absence of
such withholding or deduction; except that no such Additional
Amounts shall be payable in relation to any payment in respect of
any Note or Coupon:
(a) to, or to a third party on behalf of, a holder who is liable
to such Taxes in respect of such Note or Coupon by reason of their
having some connection with the Commonwealth of Australia or the
State of Queensland other than the mere holding of such Note or
Coupon or receipt of principal or interest in respect thereof
provided that such a holder shall not be regarded as being
connected with the Commonwealth of Australia for the reason that
such a holder is a resident of the Commonwealth of Australia within
the meaning of the Income Tax Assessment Act 1936 (the "Tax Act")
where, and to the extent that, such tax is payable by reason of
section 128B(2A) of the Tax Act;
(b) in relation to Taxes imposed on the net income of the holder;
(c) presented for payment by or on behalf of a holder who could
lawfully avoid (but has not so avoided) such withholding or
deduction by complying or procuring that any third party complies
with any statutory requirements or by making or procuring that any
third party makes a declaration of non-residence or other similar
claim for exemption to any tax authority in the place where such
Note or Coupon is presented for payment;
(d) presented for payment more than 30 days after the Relevant
Date except to the extent that a holder would have been entitled to
Additional Amounts on presenting the same for payment on the last
day of the period of 30 days assuming, whether or not such is in
fact the case, that day to have been an Interest Payment Date;
(e) where such withholding or deduction is required to be made
pursuant to a notice or direction issued by the Commissioner of
Taxation under section 255 of the Tax Act or section 260-5 of
Schedule 1 to the Taxation Administration Act 1953 of Australia or
any similar law;
(f) to a holder that is not the beneficial owner of such Note or
Coupon to the extent that the beneficial owner thereof would not
have been entitled to the payment of such Additional Amounts had
such beneficial owner been the holder of such Note or Coupon;
or
(g) to, or to a third party on behalf of, a holder who is liable
to the Taxes in respect of the Note or Coupon by reason of the
holder being an Offshore Associate of the Issuer.
Notwithstanding any other provision of these Terms and
Conditions, if a Note or Coupon is presented for payment or held
by, or by a third party on behalf of, a person who is a resident of
Australia or a non--resident who is engaged in carrying on business
in Australia at or through a permanent establishment of that
non-resident in Australia (the expressions "resident of Australia",
"non-resident" and "permanent establishment" having the meanings
given to them by the Tax Act) if, and to the extent that, section
126 of the Tax Act (or any equivalent provision) requires the
Issuer to pay income tax in respect of interest payable on the Note
or Coupon and the income tax would not be payable were the person
not a "resident of Australia" or "non-resident" so engaged in
carrying on business, the Issuer shall be entitled to make any
withholding or deduction pursuant to section 126 of the Tax Act and
will have no obligation to pay additional amounts or otherwise
indemnify any person for any such withholding or deduction.
Notwithstanding any other provision of these Terms and
Conditions, if the Issuer, or any other person through whom
payments on the Notes or Coupons are made, is required to withhold
or deduct amounts under or in connection with, or in order to
ensure compliance with FATCA, the Issuer shall be entitled to make
such withholding or deduction and shall have no obligation to gross
up any payment under these Terms and Conditions or to pay any
Additional Amount or other amount for such withholding or
deduction.
As used herein:
"Relevant Date" means the date on which such payment first
becomes due, except that, if the full amount of the moneys payable
has not been duly received by the Agent on or before the due date,
it means the date on which, the full amount of such moneys having
been so received, notice to that effect is duly given to the
Noteholders in accordance with Condition 13 ; and
"Offshore Associate" means an associate (as defined in section
128F(9) of the Tax Act) that is either:
(a) a non-resident of Australia for Australian tax purposes
which does not acquire the Note or Coupon in the course of carrying
on a business at or through a permanent establishment in Australia;
or
(b) a resident of Australia for Australian tax purposes that
acquires the Note or Coupon in the course of carrying on a business
at or through a permanent establishment outside Australia,
which is not:
(i) acquiring the Note or Coupon in the capacity of a dealer,
manager or underwriter in relation to the placement of the Note or
Coupon, or in the capacity of a clearing house, custodian, fund
manager or responsible entity of a registered scheme; or
(ii) receiving payment under the Note or Coupon in the capacity
of a clearing house, paying agent, custodian, fund manager or
responsible entity of a registered scheme.
8. Prescription
The Notes and Coupons will become void unless presented for
payment within a period of 10 years (in the case of principal) and
5 years (in the case of interest) after the Relevant Date (as
defined in Condition 7 ) therefor, subject as provided in Condition
5(b) .
There shall not be included in any Coupon sheet issued on
exchange of a Talon any Coupon the claim for payment in respect of
which would be void pursuant to this Condition or Condition 5(b) or
any Talon which would be void pursuant to Condition 5(b) .
9. Events of Default
(a) If any one or more of the following events (each an "Event of Default") shall occur:
(i) if the Issuer fails to pay any principal or any interest in
respect of the Notes within seven days of the relevant due
date;
(ii) if the Issuer is in default in the performance, or is
otherwise in breach, of any covenant or undertaking or other
agreement of the Issuer in respect of the Notes (other than any
obligation for the payment of any amount due in respect of any of
the Notes) and such default or breach continues for a period of 14
days after notice thereof has been given to the Issuer;
(iii) if it is or will become unlawful for the Issuer to perform
or comply with any one or more of its obligations under the Notes
or the Agency Agreement;
(iv) if the Issuer (A) becomes insolvent, is unable to pay its
debts as they fall due or fails to comply with a statutory demand
(which is still in effect) under section 459F of the Corporations
Act, or (B) stops or suspends or threatens to stop or suspend
payment of all or a material part of its debts or appoints an
administrator under section 436A of the Corporations Act, or (C)
begins negotiations or takes any proceeding or other step with a
view to re-adjustment, rescheduling or deferral of all its
indebtedness (or any part of its indebtedness which it will or
might otherwise be unable to pay when due) or proposes or makes a
general assignment or an arrangement or composition with or for the
benefit of its creditors, or a moratorium is agreed or declared in
respect of or affecting indebtedness of the Issuer, except in any
case referred to in sub--paragraph (C) above for the purposes of a
solvent reconstruction or amalgamation the terms of which have
previously been approved by an Extraordinary Resolution of the
Noteholders and in the case referred to in sub-paragraph (B) above
, no Event of Default in respect of the Notes shall occur solely on
account of any failure by the Issuer to perform or observe any of
its obligations in relation to, the agreement or declaration of any
moratorium with respect to, the suspension of any payments on or
the taking of any proceeding in respect of, any share, note or
other security or instrument constituting Tier 1 Capital or Tier 2
Capital (as defined by APRA from time to time);
(v) if an order is made or an effective resolution is passed for
the winding-up of the Issuer (except in any such case for the
purposes of a solvent reconstruction or amalgamation the terms of
which have previously been approved by an Extraordinary Resolution
of the Noteholders) or an administrator is appointed to the Issuer
by a provisional liquidator of the Issuer under section 436B of the
Corporations Act;
(vi) if a distress, attachment, execution or other legal process
is levied, enforced or sued out against or on the Issuer or against
all or a material part of the assets of the Issuer and is not
stayed, satisfied or discharged within 21 days;
(vii) if any present or future Security Interest on or over the
assets of the Issuer becomes enforceable and any step (including
the taking of possession or the appointment of a receiver, manager
or similar officer which is not vacated or discharged within 14
days) is taken to enforce that Security Interest by reason of a
default or event of default (howsoever described) having occurred;
or
(viii) if any event occurs which, under the laws of any relevant
jurisdiction, has an analogous or equivalent effect to any of the
events mentioned in this Condition,
then any Noteholder may, by written notice to the Issuer at the
specified office of the Agent, effective upon the date of receipt
thereof by the Agent, declare the Note held by the holder to be
forthwith due and payable whereupon the same shall become forthwith
due and payable at the Early Redemption Amount (as described in
Condition 6(e) ), together with accrued interest (if any) to the
date of repayment, without presentment, demand, protest or other
notice of any kind.
(b) For the purposes of these Conditions:
"Government Agency" means any government or any governmental,
semi-governmental or judicial entity or authority;
"Guarantee" means any guarantee, indemnity, letter of credit,
suretyship or any other obligation (whatever called and of whatever
nature):
(i) to pay or to purchase; or
(ii) to provide funds (whether by the advance of money, the
purchase of or subscription for share or other securities, the
purchase of assets, rights or services, or otherwise) for the
payment or discharge of; or
(iii) to indemnify against the consequences of default in the payment of; or
(iv) otherwise to be responsible for,
any obligation or indebtedness, any dividend, capital or premium
on shares or stock or the insolvency or the financial condition of
any other person; and
"Security Interest" includes any mortgage, pledge, lien or
charge or any security or preferential interest or arrangement of
any kind (including, without limitation, retention of title and any
deposit of money by way of security), but excluding (A) any charge
or lien arising in favour of any Government Agency by operation of
law (provided there is no default in payment of moneys owing under
such charge or lien), (B) a right of title retention in connection
with the acquisition of goods in the ordinary course of business on
the terms of sale of the supplier (provided there is no default in
connection with the relevant acquisition) and (C) any security or
preferential interest or arrangement arising under or created
pursuant to any right of set-off.
10. Replacement of Notes, Coupons and Talons
Should any Note, Coupon or Talon be lost, stolen, mutilated,
defaced or destroyed, it may be replaced at the specified office of
the Agent upon payment by the claimant of such costs and expenses
as may be incurred in connection therewith and on such terms as to
evidence and indemnity as the Issuer may reasonably require.
Mutilated or defaced Notes, Coupons or Talons must be surrendered
before replacements will be issued.
11. Agent and Paying Agents
The names of the initial Agent and the other initial Paying
Agents and their initial specified offices are set out below. If
any additional Paying Agents are appointed in connection with any
Series, the names of such Paying Agents will be specified in Part B
of the applicable Final Terms.
The Issuer is entitled to vary or terminate the appointment of
any Paying Agent and/or appoint additional or other Paying Agents
and/or approve any change in the specified office through which any
Paying Agent acts, provided that:
(i) so long as the Notes are listed on or admitted to trading by
any stock exchange or admitted to listing by any other relevant
authority, there will at all times be a Paying Agent with a
specified office in such place as may be required by the rules and
regulations of the relevant stock exchange or any other relevant
authority;
(ii) there will at all times be a Paying Agent with a specified
office in a city in Europe; and
(iii) there will at all times be an Agent.
In addition, the Issuer shall forthwith appoint a Paying Agent
having a specified office in New York City in the circumstances
described in the final paragraph of Condition 5(d) . Any variation,
termination, appointment or change of any Paying Agent shall only
take effect (other than in the case of insolvency or where the
Paying Agent is an FFI and does not become or ceases to be a
Participating FFI, when it shall be of immediate effect) after not
less than 30 nor more than 45 days' prior notice thereof shall have
been given to the Noteholders in accordance with Condition 13 .
In acting under the Agency Agreement, the Paying Agents act
solely as agents of the Issuer and do not assume any obligation to,
or relationship of agency or trust with, any Noteholders or
Couponholders. The Agency Agreement contains provisions permitting
any entity into which any Paying Agent is merged or converted or
with which it is consolidated or to which it transfers all or
substantially all of its assets to become the successor paying
agent.
12. Exchange of Talons
On and after the Interest Payment Date, on which the final
Coupon comprised in any Coupon sheet matures, the Talon (if any)
forming part of such Coupon sheet may be surrendered at the
specified office of the Agent or any other Paying Agent in exchange
for a further Coupon sheet including (if such further Coupon sheet
does not include Coupons to (and including) the final date for the
payment of interest due in respect of the Note to which it
appertains) a further Talon, subject to the provisions of Condition
8 . Each Talon shall, for the purposes of these Terms and
Conditions, be deemed to mature on the Interest Payment Date on
which the final Coupon comprised in the Coupon sheet in which that
Talon was included on issue matures.
13. Notices
All notices regarding the Notes will be deemed to be validly
given if published in a leading English language daily newspaper of
general circulation in London. It is expected that such publication
will be made in the Financial Times in London. The Issuer shall
also ensure that notices are duly published in a manner which
complies with the rules and regulations of any stock exchange or
other relevant authority on which the Notes are for the time being
listed or by which they have been admitted to listing. Any such
notice will be deemed to have been given on the date of the first
publication.
Until such time as any Definitive Notes are issued, there may,
so long as any Global Note(s) representing the Notes is or are held
in its/their entirety on behalf of Euroclear and Clearstream,
Luxembourg, be substituted for such publication in such
newspaper(s) the delivery of the relevant notice to Euroclear and
Clearstream, Luxembourg for communication by them to the holders of
the Notes and, in addition, for so long as any Notes are listed or
admitted to trading on a stock exchange or are admitted to listing
by other relevant authority and the rules of that stock exchange or
other relevant authority so require, such notice will be published
in a daily newspaper of general circulation in the place or places
required by that stock exchange or other relevant authority. Any
such notice shall be deemed to have been given to the holders of
the Notes on the seventh day after the day on which the said notice
was given to Euroclear and Clearstream, Luxembourg.
Notices to be given by any Noteholder shall be in writing and
given by lodging the same, together (in the case of any Note in
definitive form) with the relative Note or Notes, with the Agent.
Whilst any of the Notes are represented by a Global Note, such
notice may be given by any holder of a Note to the Agent via
Euroclear and/or Clearstream, Luxembourg, as the case may be, in
such manner as the Agent and Euroclear and/or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.
14. Meetings of Noteholders and Modification
The Agency Agreement contains provisions for convening meetings
(including by way of conference call or by use of a videoconference
platform) of the Noteholders to consider any matter affecting their
interests, including the modification by Extraordinary Resolution
of any of the Notes, the Coupons or any of the provisions of the
Agency Agreement. Such a meeting may be convened by the Issuer or
Noteholders holding not less than 5 per cent. in nominal amount of
the Notes for the time being outstanding. The quorum at any meeting
for passing an Extraordinary Resolution will be one or more persons
present holding or representing a clear majority in nominal amount
of the Notes for the time being outstanding, or at any adjourned
meeting one or more persons present whatever the nominal amount of
the Notes held or represented by him or them, except that at any
meeting, the business of which includes the modification of certain
provisions of the Notes or Coupons (including modifying the date of
maturity of the Notes or any date for payment of interest thereof,
reducing or cancelling the amount of principal or the rate of
interest payable in respect of the Notes or altering the currency
of payment of the Notes or Coupons), the quorum shall be one or
more persons holding or representing not less than 75 per cent. in
nominal amount of the Notes for the time being outstanding, or at
any adjourned such meeting one or more persons holding or
representing a clear majority, in nominal amount of the Notes for
the time being outstanding. An Extraordinary Resolution passed at
any meeting of the Noteholders shall be binding on all the
Noteholders, whether or not they are present at the meeting, and on
all Couponholders.
The Agent and the Issuer may agree, without the consent of the
Noteholders or Couponholders to:
(i) any modification (except as mentioned above) of the Agency
Agreement which is not prejudicial to the interests of the
Noteholders; or
(ii) any modification of the Notes, the Coupons or the Agency
Agreement which is of a formal, minor or technical nature or is
made to correct a manifest error or to comply with mandatory
provisions of the law of the jurisdiction in which the Issuer is
incorporated.
Any such modification shall be binding on the Noteholders and
the Couponholders and any such modification shall be notified by
the Issuer to the Noteholders in accordance with Condition 13 as
soon as practicable thereafter.
15. Further Issues
The Issuer is at liberty from time to time without the consent
of the Noteholders or the Couponholders to create and issue further
notes having terms and conditions the same as the Notes or the same
in all respects save for the amount and date of the first payment
of interest thereon and so that the same shall be consolidated and
form a single Series with the outstanding Notes.
16. Contracts (Rights of Third Parties) Act 1999
No rights are conferred on any person under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this
Note, but this does not affect any right or remedy of any person
which exists or is available apart from that Act.
17. Governing law and submission to jurisdiction
(a) Governing Law
The Agency Agreement, the Notes and the Coupons and any
non-contractual obligations arising out of or in connection with
any of the foregoing and every other agreement for the issue of
Notes are governed by, and will be construed in accordance with
English law.
(b) Jurisdiction
(i) Subject to Condition 17(b)(iii) below , the English courts
have exclusive jurisdiction to settle any dispute arising out of or
in connection with the Notes and/or the Coupons, including any
dispute as to their existence, validity, interpretation,
performance, breach or termination or the consequences of their
nullity and any dispute relating to any non--contractual
obligations arising out of or in connection with the Notes and/or
the Coupons (a "Dispute") and accordingly each of the Issuer and
any Noteholders or Couponholders in relation to any Dispute submits
to the exclusive jurisdiction of the English courts.
(ii) For the purposes of this Condition 17(b) , each of the
Issuer and any Noteholders or Couponholders waives any objection to
the English courts on the grounds that they are an inconvenient or
inappropriate forum to settle any Dispute.
(iii) To the extent allowed by law, the Noteholders and the
Couponholders may, in respect of any Dispute or Disputes, take: (i)
proceedings in any other court with jurisdiction; and (ii)
concurrent proceedings in any number of jurisdictions.
(c) Agent for service of process
The Issuer irrevocably and unconditionally appoints Law
Debenture Corporate Services Limited at its office in London
(currently at Eighth Floor, 100 Bishopsgate, London EC2N 4AG) as
its agent for service of process in England in respect of any
Disputes and undertakes that in the event of Law Debenture
Corporate Services Limited ceasing so to act it will appoint such
other person as its agent for that purpose.
Use of Proceeds
The net proceeds of issue of each Tranche will be used by the
Issuer to maintain a prudential level of liquidity and to finance
the Australian commercial business operations of the Issuer.
Bank of Queensland Limited
Overview
The Bank is one of Australia's leading regional banks, having
served customers for 149 years. The Bank is listed on the
Australian Securities Exchange ("ASX") and regulated by the
Australian Prudential Regulation Authority ("APRA") as an
authorised deposit-taking institution ("ADI"). The Bank is included
in the ASX 100 index.
During the Bank's long history, it has evolved from a Queensland
focussed, retail branch-based bank to a nationally diversified
financial services business with a focus on niche commercial
lending segments, highly specialised bankers and branches run by
small business owners who are deeply anchored in their
communities.
The Bank provides a range of products and services to support
the financial needs of its customers and prides itself on building
long-term customer relationships that are digitally-enabled with a
personal touch.
The Bank operates nationwide, through specialist bankers and
digital channels. As at 28 February 2023, the Bank operates through
a network of 153 branches throughout Australia including both owner
managed and corporate branches, as well as transaction centres.
Over time, the Bank has acquired a portfolio of brands that form
the basis of its multi-brand strategy. These different and
complementary business lines provides the Bank with a competitive
advantage due to the Bank's specialised knowledge in these niche
segments.
BOQ Retail Brands
BOQ is the retail banking arm of the Group, which, as at 28
February 2023, includes 153 branches across Australia offering a
range of banking products. The Bank's 125 Owner Managed Branches
("OMBs") are run by local Owner Mangers who understand the
importance of delivering quality customer service and are deeply
committed to the communities in which they operate. Virgin Money
Australia ("VMA") is a digital-first retail financial services
company which provides a wide range of financial products that are
easy to understand and is a compelling alternative to the 'big
banks'. The Group acquired VMA in 2013 and it operates as a
standalone brand within the Group.
ME is an online retail bank, which provides a wide range of
banking products to customers through mobile bankers, direct
channels and brokers. ME was acquired by the Group in July 2021 and
operates as a distinct brand within the Group.
BOQ Business Brands
BOQ Business is a relationship-led business with specialist
bankers providing client solutions across small business,
agribusiness, corporate banking, property finance, healthcare and
retirement, and tourism, leisure and hospitality. BOQ Business also
works closely with the Owner-Manager network to support commercial
customers who value a close business banking relationship.
BOQ Finance is a wholly-owned subsidiary of the Bank
specialising in asset finance and leasing solutions. BOQ Finance is
a mid-market financier providing deep industry and product skills
to its partner base. BOQ Finance has been operating in the
Australian and New Zealand markets for more than 45 years.
BOQ Specialist delivers distinctive banking solutions to niche
market segments including medical, dental and veterinary
professionals. The Group acquired the business (previously Investec
Professional Finance) from Investec Bank (Australia) Limited in
2014. BOQ Specialist operates as a niche brand within BOQ's
Business Bank.
The Group's business lines are supported by a number of Group
functions including Retail Banking, BOQ Business, People &
Culture, Finance, Operations, Risk, Public Affairs, Communication
and Investor Relations, Technology, Legal and Governance. These key
functions support the Bank by managing its operations, property,
strategy, finance, treasury, technology architecture,
infrastructure and operations, risk, compliance, legal, human
resources and corporate affairs.
The Bank's registered office is located at Level 6, 100 Skyring
Terrace, Newstead, Queensland 4006 and its telephone number is +61
7 3212 3333.
Strategy
Strategic priorities
In February 2020, the Group announced a refreshed strategy
underpinned by its multi-brand strategy. The Bank has made
significant progress in implementing its strategy via its digital
transformation, building scale and diversifying its business with
the acquisition of ME in 2021. Following the acquisition of ME in
2021, the Bank has refined its strategic priorities.
In 2022, the Bank launched a new Group purpose: "Building social
capital through banking." The Bank's purpose is supported by four
strategic pillars.
Using the strategic pillars the Bank is focused on building a
stronger, simpler, low cost digitally enabled bank that is
differentiated through exceptional customer and people
experience.
Other developments
On 14 April 2023, the Bank announced that it will be undertaking
an Integrated Risk Program to strengthen its commitment to risk
management and will reflect an anticipated A$60 million cost of
this program in its results for the half year ended 28 February
2023. In addition, following a review of the carrying amount of
goodwill in accordance with the relevant Australian accounting
standards, the Bank has determined that it is appropriate to
write-down A$200 million of goodwill. Both adjustments are non-cash
items and appear within the statutory net profit after tax in the
Bank's results for the half year ended 28 February 2023, which are
incorporated by reference and form part of this Information
Memorandum.
Directors and Company Secretary of the Bank
As at the date of this Information Memorandum there are no
existing or potential conflicts of interests between any duties
owed to the Bank by its Directors or the Company Secretary and the
private interests or external duties of those Directors or the
Company Secretary. The 2022 Annual Report and 2023 Half Year Report
set out key management personnel disclosures, which are
incorporated by reference and form part of this Information
Memorandum.
The Directors of the Bank, the business address of each of whom
should be regarded for the purposes of this Information Memorandum
as Level 6, 100 Skyring Terrace, Newstead, Queensland 4006, and
their respective principal outside activities, where significant,
are at the date of this Information Memorandum as follows:
Directors
The Directors of the Bank as at the date of this Information
Memorandum are:
Name, qualifications and independence status Experience, special responsibilities and other Directorships
Patrick Allaway Mr Allaway was appointed as Managing Director & Chief Executive
BA/LLB Officer of the Bank on 27
Managing Director and Chief Executive Officer March 2023 for a period up to December 2024, following his role as
Executive Chairman.
Mr Allaway has extensive senior executive, non-executive and
corporate advisory experience
across the financial services, property, media and retail sectors.
Mr Allaway's executive career was in financial services with
Citibank and Swiss Bank Corporation
(now UBS) working in Sydney, New York, Zurich and London. Mr
Allaway was Managing Director
SBC Capital Markets & Treasury with direct responsibility for a
global business.
Mr Allaway brings over 30 years of experience in financial
services across financial markets,
capital markets and corporate advisory. This included an advisory
role in the media sector,
responding to considerable digital disruption.
Mr Allaway has over 15 years of Non-Executive Director experience
and was formerly a Non-Executive
Director of Macquarie Goodman Industrial Trust, Metcash Limited,
Fairfax Media, Woolworths
South Africa, David Jones, Country Road Group and Nine
Entertainment Co. Mr Allaway chaired
the Audit & Risk Committees for Metcash, David Jones and Country
Road Group.
Mr Allaway is currently a Non-Executive Director of Allianz
Australia (leave of absence) and
Dexus Funds Management Limited (leave of absence) and a member of
the Adobe International
Advisory Board.
Warwick Negus Mr Negus was appointed a Director of BOQ on 22 September 2016 and
B Bus, M Com, SF Fin as its Chairman on 27 March
Chairman 2023.
Mr Negus brings more than 30 years of finance industry experience
in Asia, Europe and Australia.
His most recent executive roles include Chief Executive Officer of
452 Capital, Chief Executive
Officer of Colonial First State Global Asset Management and
Goldman Sachs Managing Director
in Australia, London, and Singapore. He was also a Vice President
of Bankers Trust Australia
and a Director of the University of NSW (UNSW) Foundation and
FINSIA.
Mr Negus is Chair of Dexus Funds Management Limited and a
Non-Executive Director of Virgin
Australia Holdings Pty Ltd and Terrace Tower Group. He is a member
of the Council of UNSW.
Mr Negus is Chair of the Nomination & Governance and Investment
Committees and a member of
People, Culture & Remuneration, Audit, Risk and Transformation &
Technology Committees.
Bruce Carter Mr Carter was appointed a Director of the Bank on 27 February
B Econ, MBA, FAICD, FICA 2014.
Non-Executive Independent Director Mr Carter was a founding Managing Partner of Ferrier Hodgson South
Australia, a corporate
advisory and restructuring business and has worked across a number
of industries and sectors
in the public and private sectors. He has been involved with a
number of state government--appointed
restructures and reviews, including chairing a task force to
oversee the government's involvement
in major resource and mining infrastructure projects. Mr Carter
had a central role in a number
of key government economic papers, including the Economic
Statement on South Australian Prospects
for Growth, the Sustainable Budget Commission and the Prime
Minister's 2012 GST Distribution
Review.
Mr Carter has worked with all the major financial institutions in
Australia. Before Ferrier
Hodgson, Mr Carter was at Ernst & Young for 14 years, including
four years as Partner in Adelaide.
During his time at Ernst & Young, he worked across the London,
Hong Kong, Toronto and New
York offices.
Mr Carter is currently Chair of AIG Australia Limited, Australian
Submarine Corporation and
Sage Group Holdings Limited and a Non-Executive Director of Lovisa
Holdings Limited. He formerly
chaired the Boards of Aventus Capital Limited and One Rail
Australia and was a Non-Executive
Director of Crown Resorts Limited and SkyCity Entertainment Group
Limited.
Mr Carter is Chair of the Risk Committee and a member of the
Audit, Transformation & Technology,
Investment, People, Culture & Remuneration and Nomination &
Governance Committees.
Karen Penrose Ms Penrose was appointed a Director of the Bank on 26 November
B.Comm, CPA, FAICD 2015.
Non-Executive Independent Director Ms Penrose is an experienced non-executive director and banker. As
a banker, Ms Penrose has
20 years of experience leading businesses within Commonwealth Bank
of Australia and HSBC and
over ten years in accounting and finance roles. Ms Penrose has
particular expertise in the
financial services, health, property, resources and energy
sectors. Ms Penrose is a Non--Executive
Director of Cochlear Limited, Ramsay Health Care Limited and Estia
Health Limited. She is
also a Director of Ramsay Générale de Santé and
Rugby Australia Limited. Ms
Penrose was formerly a Non--Executive Director of Vicinity Centres
Limited, AWE Limited, Spark
Infrastructure Group, Landcom and Future Generation Global
Investment Company Limited. She
is a member of Chief Executive Women.
Ms Penrose is Chair of the Audit Committee and is a member of the
People, Culture & Remuneration,
Risk, Transformation & Technology, Investment and Nomination &
Governance Committees.
Mickie Rosen Ms Rosen was appointed a Director of the Bank on 4 March 2021.
BA, Economics, MBA Ms Rosen has three decades of strategy, operating, advisory and
Non-Executive Independent Director board experience across media,
technology and e-commerce. She has built and led global businesses
for iconic brands such
as Yahoo, Fox and Disney, as well as early-stage companies
including Hulu and Fandango.
Ms Rosen is also a Non-Executive Director of Nine Entertainment Co
and of Ascendant Digital
Acquisition Company and FaZe Clan in the United States. Prior, Ms
Rosen served on the board
of Pandora Media and was the President of Tribune Interactive, the
digital arm of Tribune
Publishing and was concurrently the President of the Los Angeles
Times. Ms Rosen commenced
her career with McKinsey & Company, is based on the West Coast of
the United States and holds
an MBA from Harvard Business School.
Ms Rosen currently chairs the Transformation & Technology
Committee and is a member of the
Risk, People, Culture & Remuneration, Audit and Nomination &
Governance Committees.
Deborah Kiers Ms Kiers was appointed as a Non-Executive Director of the Bank in
B.Sc(Hons), MPA, MAICD August 2021.
Non-Executive Independent Director Ms Kiers previously acted as a Director of ME Bank since July 2020
and acted as Chair of the
ME Bank Board's People and Culture sub-committee and as a member
of the Risk and Compliance
Committee.
Ms Kiers brings over 30 years of corporate advisory and consulting
experience to boards, CEOs
and executive management teams across a range of industries
including Financial Services,
Energy and Resources, Industrials, Property, Infrastructure and
Regulated Utilities, both
in Australia and internationally.
As Managing Director of JMW Consultants (Asia Pacific), Ms Kiers'
corporate support included
strategic advice, transformation initiatives, M&A integration,
leadership transition and development
and building synergies between purpose, strategy, culture and
performance.
Ms Kiers is currently a Non-Executive Director for IFM Investors
and holds the position of
Chair of the Responsible Investment and Sustainability Committee
and is a member of the Board
Audit and Risk Committee. Ms Kiers is also Chair of Tiverton
Agriculture Impact Fund and Non--Executive
Director of Downforce Technologies Limited.
Ms Kiers is Chair of the People, Culture and Remuneration
Committee and a member of the Audit,
Risk, Nomination & Governance and Transformation & Technology
Committees .
Dr Jenny Fagg Dr Fagg was appointed a Director of the Bank on 13 October 2021.
PhD B Econ Dr Fagg brings to the Board more than 25 years executive
Non-Executive Independent Director experience across leading financial
services institutions in Australia and abroad. Currently, Dr Fagg
is the CEO of 2Be Finance.
Previously, Dr Fagg served as Chief Risk Officer for AMP Limited
driving a critical transformation
agenda for risk culture and systems following the Hayne Royal
Commission. Dr Fagg is recognised
for her turnaround credentials fostered during her time at CIBC
(Canada), as CEO of ANZ National
Bank (New Zealand) and as Managing Director of ANZ Consumer
Finance. Dr Fagg has a PhD in
Management (Risk) from University of Sydney and a Bachelor of
Economics (Honours in Psychology)
from the University of Queensland.
Dr Fagg is a member of the Bank's Transformation & Technology,
Risk, People, Culture & Remuneration,
Audit and Nomination & Governance Committees.
Company Secretary
Fiona Daly, General Counsel and Company Secretary
LLB, LLM, AGIA, ACIS, MAICD
Ms Daly joined the Bank in October 2018 and was appointed joint
company secretary on 30 April 2019 and General Counsel &
Company Secretary on 4 February 2023. Ms Daly commenced her career
as a corporate lawyer at Phillips Fox (now DLA Piper) before
joining Allens. Prior to working for the Bank, Ms Daly held senior
legal and regulatory roles including as senior legal counsel,
global regulatory affairs manager and joint company secretary at
Energy Developments, an international energy company.
Organisational Structure
The Bank's controlled entities are set out in Note 5.5 to the
2022 consolidated financial statements, which are incorporated by
reference and form part of this Information Memorandum.
Shareholding Details
As at 19 April 2023 the following shareholding details
applied:
Eight largest ordinary shareholders:
Shareholder No. of ordinary shares %
------------------------------------------- ----------------------- ------
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 93,169,688 14.28
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 55,641,992 8.53
CITICORP NOMINEES PTY LIMITED 31,305,919 4.80
NATIONAL NOMINEES LIMITED 23,277,042 3.57
BNP PARIBAS NOMS PTY LTD 9,741,723 1.49
GOLDEN LINEAGE PTY LTD 3,258,631 0.50
PACIFIC CUSTODIANS PTY LIMITED 3,014,984 0.46
CITICORP NOMINEES PTY LIMITED 2,232,363 0.34
----------------------- ------
TOTAL 221,642,342 33.97
Australian Taxation
1. INTRODUCTION
The following is a summary of the Australian withholding tax
treatment under the Income Tax Assessment Acts of 1936 and 1997 of
Australia (together, the "Tax Act") and the Taxation Administration
Act 1953 of Australia, at the date of this Information Memorandum,
of payments of interest (as defined in the Tax Act) by the Issuer
on the Notes and certain other Australian tax matters.
A term used below but not otherwise defined has the meaning
given to it in the Terms and Conditions.
This summary applies to holders of Notes that are:
-- residents of Australia for tax purposes that do not hold
their Notes, and do not derive any payments under the Notes, in
carrying on a business at or through a permanent establishment
outside of Australia, and non-residents of Australia for tax
purposes that hold their Notes, and derive all payments under the
Notes, in carrying on a business at or through a permanent
establishment in Australia ("Australian Holders"); and
-- non-residents of Australia for tax purposes that do not hold
their Notes, and do not derive any payments under the Notes, in
carrying on a business at or through a permanent establishment in
Australia, and residents of Australia for tax purposes that hold
their Notes, and derive all payments under the Notes, in carrying
on a business at or through a permanent establishment outside of
Australia ("Non-Australian Holders").
The summary is not exhaustive and, in particular, does not deal
with the position of certain classes of holders (including, without
limitation, dealers in securities, custodians or other third
parties who hold Notes on behalf of any person). Information
regarding taxes in respect of Notes may also be set out in any
supplement to this Information Memorandum. In addition, unless
expressly stated, the summary does not consider the Australian tax
consequences for persons who hold interests in the Notes through
Euroclear, Clearstream, Luxembourg or another clearing system.
This summary is not intended to be, nor should it be construed
as, legal or tax advice to any particular holder of Notes. Each
holder should consult their professional advisors on the tax
implications of an investment in the Notes for their particular
circumstances.
2. AUSTRALIAN WITHHOLDING TAXES
(a) Australian interest withholding tax
The Tax Act characterises securities as either "debt interests"
(for all entities) or "equity interests" (for companies), including
for the purposes of Australian interest withholding tax imposed
under Division 11A of Part III of the Tax Act ("Australian IWT")
and dividend withholding tax. For Australian IWT purposes,
"interest" is defined to include amounts in the nature of, or in
substitution for, interest and certain other amounts. The Issuer
intends to issue Notes which are to be characterised as "debt
interests" for the purposes of the tests contained in Division 974
and the returns paid on the Notes are to be "interest" for the
purposes of section 128F of the Tax Act.
Australian Holders
Payments of interest in respect of the Notes to Australian
Holders will not be subject to Australian IWT.
Non-Australian Holders
Australian IWT is payable at a rate of 10 per cent. of the gross
amount of interest paid by the Issuer to a Non-Australian Holder,
unless an exemption is available.
(i) Section 128F exemption from Australian IWT
A n exemption from Australian IWT is available in respect of
interest paid on the Notes if the requirements of section 128F of
the Tax Act are satisfied.
Unless otherwise specified in any relevant supplement to this
Information Memorandum, the Issuer intends to issue the Notes in a
manner which will satisfy the requirements of section 128F of the
Tax Act.
In broad terms, the requirements are as follows:
(A) the Issuer is a resident of Australia and a company (as
defined in section 128F(9) of the Tax Act) when it issues the Notes
and when interest is paid;
(B) the Notes are issued in a manner which satisfies the "public
offer test" in section 128F of the Tax Act.
There are five principal methods of satisfying the public offer
test, the purpose of which is to ensure that lenders in capital
markets are aware that the Issuer is offering the Notes for issue.
In summary, the five methods are:
-- offers to 10 or more unrelated persons carrying on a business
of providing finance, or investing or dealing in securities, in the
course of operating in financial markets;
-- offers to 100 or more investors of a certain type;
-- offers of listed Notes;
-- offers via publicly available information sources; or
-- offers to a dealer, manager or underwriter who offers to sell
the Notes within 30 days by one of the preceding methods.
A Note may also satisfy the public offer test if it qualifies as
a "global bond" within the meaning of section 128F(10) of the Tax
Act;
(C) the Issuer does not know, or have reasonable grounds to
suspect, at the time of issue, that a Note (or an interest in a
Note) was being, or would later be, acquired, directly or
indirectly, by an "associate" of the Issuer, except as permitted by
section 128F(5) of the Tax Act (see below); and
(D) at the time of the payment of interest, the Issuer does not
know, or have reasonable grounds to suspect, that the payee is an
"associate" of the Issuer, except as permitted by section 128F(6)
of the Tax Act (see below).
An "associate" of the Issuer for the purposes of section 128F of
the Tax Act includes:
-- a person or entity which holds more than 50 per cent. of the
voting shares of, or otherwise controls, the Issuer;
-- an entity in which more than 50 per cent. of the voting
shares are held by, or which is otherwise controlled by, the
Issuer;
-- a trustee of a trust where the Issuer is capable of
benefiting (whether directly or indirectly) under that trust;
and
-- a person or entity who is an "associate" of another person or
company which is an "associate" of the Issuer under the first
bullet point above.
However, for the purposes of sections 128F(5) and (6) of the Tax
Act (see paragraphs (C) and (D) above ), the following are
permitted associates:
(A) an Australian Holder; or
(B) a Non-Australian Holder who is acting in the capacity of:
(I) in the case of section 128F(5), a dealer, manager or
underwriter in relation to the placement of the relevant Notes, or
a clearing house, custodian, funds manager or responsible entity of
a registered scheme (for the purposes of the Corporations Act);
or
(II) in the case of section 128F(6), a clearing house, paying
agent, custodian, funds manager or responsible entity of a
registered scheme (for the purposes of the Corporations Act).
(ii) Exemptions under certain double tax conventions
The Australian government has signed double tax conventions
("Relevant Treaties") with certain countries (each a "Specified
Country"), under which an exemption from Australian IWT is
available in certain circumstances. The Relevant Treaties
effectively prevent Australian IWT applying to interest derived
by:
(1) governments of the Specified Countries and certain
governmental authorities and agencies in a Specified Country;
and
(2) a "financial institution" resident in a Specified Country
which is unrelated to and dealing wholly independently with the
Issuer. The term "financial institution" refers to either a bank or
other enterprise which substantially derives its profits by
carrying on a business of raising and providing finance. However,
interest paid under a back to back loan or an economically
equivalent arrangement will not qualify for this exemption.
(b) Notes in bearer form
Section 126 of the Tax Act imposes a type of withholding tax
(see below in relation to the rate of withholding tax) on the
payment of interest on debentures in bearer form (such as the
Notes) if the Issuer fails to disclose the names and addresses of
the holders of the debentures to the Australian Taxation Office
("ATO").
Section 126 does not, however, apply to the payment of interest
on Notes in bearer form held by non-Australian residents who do not
carry on business at or through a permanent establishment in
Australia where the issue of those Notes has satisfied the
requirements of section 128F or Australian IWT is payable.
In addition, the ATO has confirmed that for the purpose of
section 126, the holder of debentures in bearer form is the person
in possession of the debentures. Section 126 is, therefore, limited
in its application to persons in possession of Notes in bearer form
who are residents of Australia or non-Australian residents who are
engaged in carrying on business at or through a permanent
establishment in Australia. Where interests in Notes in bearer form
are held through Euroclear, Clearstream, Luxembourg or another
clearing system, the Issuer intends to treat the relevant operator
of the clearing system (or its nominee) as the bearer of the Notes
for the purposes of section 126.
The rate of withholding tax is currently 45 per cent.
(c) Payment of additional amounts
Notwithstanding that the Notes are intended to be issued in a
manner that will satisfy the requirements of section 128F and
payments of interest in respect of the Notes are not expected to be
subject to interest withholding tax, as set out in more detail in
the Terms and Conditions for the Notes, and unless expressly
provided to the contrary in any relevant supplement to this
Information Memorandum, if the Issuer is at any time required by
law to withhold or deduct an amount in respect of any Australian
withholding taxes imposed or levied by the Commonwealth of
Australia or the State of Queensland in respect of the Notes, the
Issuer must, subject to certain exceptions, pay such additional
amounts as may be necessary in order that the net amounts received
by each holder after such withholding or deduction shall equal the
respective amounts which would otherwise have been receivable in
respect of the Notes. If, as a result of any change in law of the
Commonwealth of Australia or the State of Queensland, the Issuer
would be required to pay Additional Amounts as provided or referred
to in Condition 7 the Issuer will have the option to redeem all,
but not some only, of the Notes in accordance with the Terms and
Conditions.
3. OTHER AUSTRALIAN TAX MATTERS
Under Australian laws as presently in effect:
-- stamp duty and other taxes - no ad valorem stamp, issue,
registration or similar taxes are payable in Australia on the
issue, transfer or redemption of any Notes;
-- additional withholdings from certain payments to
non-residents - the Governor-General may make regulations requiring
withholding from certain payments to non-residents of Australia
(other than payments of interest and other amounts which are
already subject to the current Australian IWT rules or specifically
exempt from those rules). Regulations may only be made if the
responsible Minister is satisfied the specified payments are of a
kind that could reasonably relate to assessable income of foreign
residents. The possible application of any future regulations in
relation to the Notes will need to be monitored;
-- garnishee directions by the Commissioner of Taxation - the
Commissioner of Taxation may give a direction requiring the Issuer
to deduct from any payment to a holder of the Notes any amount in
respect of Australian tax payable by the holder. If the Issuer is
served with such a direction, then the Issuer will comply with that
direction and make any deduction required by that direction;
-- supply withholding tax - payments in respect of the Notes can
be made free and clear of any "supply withholding tax"; and
-- goods and services tax ("GST") - neither the issue nor
receipt of the Notes will give rise to a liability for GST in
Australia on the basis that the supply of Notes will comprise
either an input taxed financial supply or (in the case of a
non-Australian resident outside Australia at the time of the
supply) a GST-free supply. Furthermore, neither the payment of
principal or interest by the Issuer, nor the disposal of the Notes,
should give rise to any GST liability in Australia.
United Kingdom Taxation, FATCA Disclosure, Common Reporting
Standard and the Proposed Financial Transactions Tax
United Kingdom Taxation
The following is a summary of the Issuer's understanding of
current United Kingdom tax law (as applied in England and Wales)
and HM Revenue and Customs' published practice relating only to
United Kingdom withholding tax treatment of payments of interest
(as that term is understood for United Kingdom tax purposes) in
respect of the Notes. It does not deal with any other United
Kingdom taxation implications of acquiring, holding or disposing of
Notes. The United Kingdom tax treatment of prospective Noteholders
depends on their individual circumstances and may be subject to
change in the future. Prospective Noteholders who are in any doubt
as to their tax position or who may be subject to tax in a
jurisdiction other than the United Kingdom should seek their own
professional advice.
Payment of interest on the Notes
Payments of interest on the Notes that does not have a United
Kingdom source may be made without withholding on account of United
Kingdom income tax.
FATCA Disclosure
Foreign Account Tax Compliance Act
Pursuant to certain provisions of the U.S. Internal Revenue Code
of 1986, commonly known as FATCA, a "foreign financial institution"
(as defined by FATCA) may be required to withhold on certain
payments it makes ("foreign passthru payments") to persons that
fail to meet certain certification, reporting, or related
requirements. The Issuer is a foreign financial institution for
these purposes, and other financial institutions through which the
Notes are held may also be foreign financial institutions.
A number of jurisdictions (including Australia) have entered
into, or have agreed in substance to, intergovernmental agreements
with the United States to implement FATCA ("IGAs"), which modify
the way in which FATCA applies in their jurisdictions. Under the
provisions of IGAs currently in effect, a foreign financial
institution in an IGA jurisdiction would generally not be required
to withhold under FATCA or an IGA from payments that it makes.
Australian financial institutions which are Reporting Australian
Financial Institutions under the intergovernmental agreement
between Australia and the United States to implement FATCA
("Australian IGA") must comply with specific due diligence
procedures. In general, these procedures seek to identify their
account holders (e.g. the Noteholders) and provide the Australian
Taxation Office ("ATO") with information on financial accounts (for
example, the Notes) held by U.S. persons and recalcitrant account
holders. The ATO is required to provide such information to the
U.S. Internal Revenue Service. Consequently, Noteholders may be
requested to provide certain information and certifications to
financial institutions through which payments on the Notes are made
in order for such financial institutions to comply with their FATCA
obligations.
A Reporting Australian Financial Institution that complies with
its obligations under the Australian IGA will not generally be
subject to FATCA withholding on amounts it receives, and will not
generally be required to deduct FATCA withholding from payments it
makes with respect to the Notes, other than in certain prescribed
circumstances.
Even if withholding would be required pursuant to FATCA or an
IGA with respect to payments on instruments such as Notes, such
withholding would not apply prior to the date that is two years
after the date on which final regulations defining foreign passthru
payments are published in the U.S. Federal Register and Notes
characterised as debt (or which are not otherwise characterised as
equity and have a fixed term) for U.S. federal tax purposes that
are issued on or prior to the date that is six months after the
date on which final regulations defining foreign passthru payments
are published in the U.S. Federal Register generally would be
grandfathered for purposes of FATCA withholding unless materially
modified after such date (including by reason of a substitution of
the Issuer).
However, if additional notes (as described under " Terms and
Conditions of the Notes - Further Issues ") that are not
distinguishable from previously issued Notes are issued after the
expiration of the grandfathering period and are subject to
withholding under FATCA, then withholding agents may treat all
Notes, including the Notes offered prior to the expiration of the
grandfathering period, as subject to withholding under FATCA.
Holders should consult their own tax advisors regarding how
these rules may apply to their investment in the Notes. In the
event any withholding would be required pursuant to FATCA or an IGA
with respect to payments on the Notes, the Issuer will not be
required to pay additional amounts as a result of the
withholding.
Common Reporting Standard
The OECD Common Reporting Standard for Automatic Exchange of
Financial Account Information ("CRS") requires certain financial
institutions to report information regarding certain accounts
(which may include the Notes) to their local tax authority and
follow related due diligence procedures. Noteholders may be
requested to provide certain information and certifications to
ensure compliance with the CRS. A jurisdiction that has signed a
CRS Competent Authority Agreement may provide this information to
other jurisdictions that have signed the CRS Competent Authority
Agreement. The Australian Government has enacted legislation
amending, among other things, the Taxation Administration Act 1953
of Australia to give effect to the CRS.
The proposed financial transactions tax ( " FTT " )
On 14 February 2013, the European Commission published a
proposal (the "Commission's Proposal") for a Directive for a common
FTT in Belgium, Germany, Greece, Spain, France, Italy, Austria,
Portugal, Slovenia, Slovakia (the "participating Member States")
and Estonia. However, Estonia has since stated that it will not
participate.
The Commission's Proposal has very broad scope and could, if
introduced, apply to certain dealings in the Notes (including
secondary market transactions) in certain circumstances. Primary
market transactions referred to in Article 5(c) of Regulation (EC)
No 1287/2006 are expected to be exempt.
Under the Commission's Proposal the FTT could apply in certain
circumstances to persons both within and outside of the
participating Member States. Generally, it would apply to certain
dealings in the Notes where at least one party is a financial
institution, and at least one party is established in a
participating Member State. A financial institution may be, or be
deemed to be, "established" in a participating Member State in a
broad range of circumstances, including (a) by transacting with a
person established in a participating Member State or (b) where the
financial instrument which is subject to the dealings is issued in
a participating Member State.
However, the FTT proposal remains subject to negotiation between
the participating Member States. It may therefore be altered prior
to any implementation, the timing of which remains unclear.
Additional EU Member States may decide to participate and/or
participating Member States may decide to withdraw. Therefore, it
is currently uncertain whether and when the proposed FTT will be
enacted by the participating Member States and when it will take
effect with regard to dealings in the Notes.
Prospective holders of the Notes are advised to seek their own
professional advice in relation to the FTT.
Subscription and Sale
Summary of Dealer Agreement
Subject to the terms and the conditions contained in an amended
and restated dealer agreement dated 20 April 2022 (as amended,
supplemented or restated from time to time, the "Dealer Agreement")
between the Issuer and the Dealers from time to time party thereto
(the "Dealers"), the Notes will be offered on a continuous basis by
the Issuer to the Dealers. However, the Issuer has reserved the
right to sell Notes directly on its own behalf to Dealers in
accordance with the Dealer Agreement. The Notes may be resold at
prevailing market prices, or at prices related thereto, at the time
of such resale, as determined by the relevant Dealer. The Dealer
Agreement also provides for Notes to be issued in syndicated
Tranches that are jointly and severally underwritten by two or more
Dealers.
The Issuer has agreed to indemnify the Dealers against certain
liabilities in connection with the offer and sale of the Notes. The
Dealer Agreement entitles the Dealers to terminate any agreement
that they make to subscribe Notes in certain circumstances prior to
payment for such Notes being made to the Issuer.
Selling Restrictions
United States
Each Dealer appointed under the Dealer Agreement will be
required to acknowledge that the Notes have not been and will not
be registered under the Securities Act, or the securities laws of
any state or other jurisdiction of the United States, subject to
certain exceptions, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S under the Securities Act or
pursuant to an exemption from the registration requirements of the
Securities Act.
In addition, each Dealer appointed under the Dealer Agreement
will be required to agree that it has not offered and sold the
Notes and will not offer and sell any Notes (a) as part of their
distribution at any time and (b) otherwise until 40 days after the
completion of the distribution of the series of which such Notes
are a part, as determined and certified to the Agent or the Issuer
(as described below), except in accordance with Rule 903 of
Regulation S under the Securities Act. Accordingly, each Dealer has
agreed and each further Dealer appointed under the Programme will
be required to agree, that neither it, its affiliates (if any) nor
any persons acting on its or their behalf have engaged or will
engage in any directed selling efforts with respect to Notes, and
it, its affiliates (if any) and any person acting on its or their
behalf have complied and will comply with the offering restrictions
requirements of Regulation S. Each Dealer has agreed, and each
further Dealer appointed under the Programme will be required to
agree that, at or prior to confirmation of sale of Notes, it will
have sent to each distributor, dealer or person receiving a selling
concession, fee or other remuneration that purchases Notes from it
or through it during the distribution compliance period a
confirmation or notice to substantially the following effect:
"The Notes covered hereby have not been registered under the
United States Securities Act of 1933, as amended (the "Securities
Act") and may not be offered and sold within the United States or
to or for the account or benefit of U.S. persons (a) as part of
their distribution at any time or (b) otherwise until 40 days after
the completion of the distribution of the series of Notes of which
such Notes are a part, except in either case in accordance with
Regulation S under the Securities Act. Terms used above have the
meaning given to them by Regulation S."
In addition, in respect of Notes where TEFRA D is specified in
the applicable Final Terms, each such Dealer represents warrants
and agrees in relation to each Tranche of Notes:
(a) except to the extent permitted under TEFRA D, (i) that it
has not offered or sold, and that during the restricted period will
not offer or sell, Notes in bearer form to a person who is within
the United States or its possessions or to a United States person,
and (ii) that it has not delivered and will not deliver within the
United States or its possessions definitive Notes in bearer form
that are sold during the restricted period;
(b) that it has and that throughout the restricted period it
will have in effect procedures reasonably designed to ensure that
its employees or agents who are directly engaged in selling Notes
in bearer form are aware that such Notes may not be offered or sold
during the restricted period to a person who is within the United
States or its possessions or to a United States person, except as
permitted by TEFRA D;
(c) if it is a United States person, it is acquiring the Notes
in bearer form for purposes of resale in connection with their
original issuance and if it retains Notes in bearer form for its
own account, it will only do so in accordance with the requirements
of U.S. Treas. Reg. -- 1.163--5(c)(2)(i)(D)(6); and
(d) with respect to each affiliate (if any) that acquires from a
Dealer Notes in bearer form for the purpose of offering or selling
such Notes during the restricted period, such Dealer either (i)
repeats and confirms on behalf of such affiliate (if any) to the
effect set forth in sub-paragraphs (a) , (b) and (c) or (ii) agrees
that it will obtain from such affiliate (if any) for the benefit of
the Issuer the representations and agreements contained in
sub-paragraphs (a) , (b) and (c) .
Terms used above have the meanings given to them by the United
States Internal Revenue Code of 1986 and regulations thereunder,
including TEFRA D.
In respect of Notes where TEFRA C is specified in the applicable
Final Terms, such Notes must be issued and delivered outside the
United States and its possessions in connection with their original
issuance. Each Dealer will be required to agree that it has not
offered, sold or delivered, and will not offer, sell or deliver,
directly or indirectly, such Notes within the United Sates or its
possessions in connection with their original issuance. Further,
each Dealer represents and agrees in connection with the original
issuance of such Notes that it has not communicated, and will not
communicate, directly or indirectly, with a prospective purchaser
if such purchaser is within the United States or its possessions
and will not otherwise involve its U.S. office in the offer or sale
of such Notes.
The Notes are subject to U.S. tax law requirements and may not
be offered, sold or delivered within the United States or its
possessions or to a United States person, except in certain
transactions permitted by U.S. Treasury regulations. Terms used in
this paragraph have the meanings given to them by the U.S. Internal
Revenue Code and the Treasury regulations promulgated
thereunder.
Prohibition of Sales to EEA Retail Investors
Unless the Final Terms in respect of any Notes specifies
"Prohibition of Sales to EEA Retail Investors" as "Not Applicable",
each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and
agree, that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Notes
which are the subject of the offering contemplated by this
Information Memorandum as completed by the Final Terms in relation
thereto to any retail investor in the EEA. For the purposes of this
provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of the Insurance Distribution
Directive, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined the Prospectus Regulation; and
(b) the expression an "offer" includes the communication in any
form and by any means of sufficient information on the terms of the
offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe for the Notes.
If the Final Terms in respect of any Notes specifies
"Prohibition of Sales to EEA Retail Investors" as "Not Applicable",
in relation to each Member State of the EEA, each Dealer has
represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that it has not
made and will not make an offer of Notes which are the subject of
the offering contemplated by this Information Memorandum as
completed by the final terms in relation thereto to the public in
that Member State, except that it may make an offer of such Notes
to the public in that Member State:
(a) at any time to any legal entity which is a qualified
investor as defined in the Prospectus Regulation;
(b) at any time to fewer than 150 natural or legal persons
(other than qualified investors as defined in the Prospectus
Regulation) subject to obtaining the prior consent of the relevant
Dealer or Dealers nominated by the Issuer for any such offer;
or
(c) at any time in any other circumstances falling within
Article 1(4) of the Prospectus Regulation,
provided that no such offer of Notes referred to above shall
require the Issuer or any Dealer to publish a prospectus pursuant
to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an "offer of
Notes to the public" in relation to any Notes in any Member State
means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe for
the Notes and the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129.
United Kingdom
Prohibition of Sales to UK Retail Investors
Unless the Final Terms in respect of any Notes specifies
"Prohibition of Sales to UK Retail Investors" as "Not Applicable",
each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and
agree, that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Notes
which are the subject of the offering contemplated by this
Information Memorandum as completed by the Final Terms in relation
thereto to any retail investor in the UK. For the purposes of this
provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client, as defined in point (8) of the EUWA; or
(ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
(b) the expression an "offer" includes the communication in any
form and by any means of sufficient information on the terms of the
offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe for the Notes.
If the Final Terms in respect of any Notes specifies
"Prohibition of Sales to UK Retail Investors" as "Not Applicable",
each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and
agree, that it has not made and will not make an offer of Notes
which are the subject of the offering contemplated by this
Information Memorandum as completed by the Final Terms in relation
thereto to the public in the UK, except that it may make an offer
of such Notes to the public in the UK:
(a) at any time to any legal entity which is a qualified
investor as defined in Article 2 of the UK Prospectus
Regulation;
(b) at any time to fewer than 150 natural or legal persons
(other than qualified investors as defined in Article 2 of the UK
Prospectus Regulation) in the UK subject to obtaining the prior
consent of the relevant Dealer or Dealers nominated by the Issuer
for any such offer; or
(c) at any time in any other circumstances falling within section 86 of the FSMA,
provided that no such offer of Notes referred to above shall
require the Issuer or any Dealer to publish a prospectus pursuant
to section 85 of the FSMA or supplement a prospectus pursuant to
Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an "offer of
Notes to the public" in relation to any Notes means the
communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe for
the Notes and the expression "UK Prospectus Regulation" means
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA.
Other regulatory restrictions
Each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and
agree, that:
(a) in relation to any Notes which have a maturity of less than
one year, (i) it is a person whose ordinary activities involve it
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and (ii) it
has not offered or sold and will not offer or sell any Notes other
than to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of their businesses or who
it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
businesses where the issue of the Notes would otherwise constitute
a contravention of section 19 of the FSMA by the Issuer;
(b) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) received by it in connection with the issue
or sale of any Notes in circumstances in which section 21(1) of the
FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to any Notes in, from or otherwise involving the UK.
The Netherlands
Each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and
agree, that the Notes will only be offered in The Netherlands to
qualified investors as defined in the Prospectus Regulation.
Australia
No prospectus or other disclosure document (as defined in the
Corporations Act) in relation to the Programme or any Notes has
been, or will be, lodged with ASIC. Each Dealer has represented and
agreed, and any further Dealer appointed under the Programme will
be required to represent and agree that, unless the relevant Final
Terms (or another relevant supplement to this Information
Memorandum) otherwise provides, in connection with the distribution
of the Notes, it:
(a) has not offered or invited applications, and will not offer
or invite applications, for the issue, sale, subscription or
purchase of the Notes in Australia (including an offer or
invitation which is received by a person in Australia); and
(b) has not distributed or published, and will not distribute or
publish this Information Memorandum or any supplement,
advertisement or other offering material relating to the Notes in
Australia;
unless:
(i) the minimum aggregate consideration payable by each offeree
is at least A$500,000 (or its equivalent in other currency, in
either case, disregarding moneys lent by the offeror or its
associates) or the offer or invitation otherwise does not require
disclosure to investors under Parts 6D.2 or 7.9 of the Corporations
Act;
(ii) the offer or the issuance of the Notes does not constitute
an offer to a "retail client" for the purposes of Section 761G of
the Corporations Act;
(iii) such action complies with all applicable laws, regulations
and directives in Australia; and
(iv) such action does not require any document to be lodged with
ASIC or any other regulatory authority in Australia.
In addition, each Dealer has represented and agreed, and each
further Dealer appointed under the Programme will be required to
represent and agree, that in connection with the primary
distribution of the Notes, it will not sell Notes to any person if,
at the time of such sale, the employees of the Dealer directly
involved in the sale knew or had reasonable grounds to suspect that
Notes or an interest in or right in respect of such Notes were
being, or would later be, acquired (directly or indirectly) by an
associate of the Issuer that is:
(a) a non-resident of Australia that did not acquire the Notes
in carrying on a business in Australia at or through a permanent
establishment in Australia and did not acquire the Notes in the
capacity of a dealer, manager or underwriter in relation to the
placement of the Notes or a clearing house, custodian, funds
manager or a responsible entity of a registered scheme; or
(b) a resident of Australia that acquired the Notes in carrying
on a business in a country outside Australia at or through a
permanent establishment in that country and did not acquire the
Notes in the capacity of a dealer, manager or underwriter in
relation to the placement of the Notes or a clearing house,
custodian, funds manager or a responsible entity of a registered
scheme.
Switzerland
This Information Memorandum is not intended to constitute an
offer or solicitation to purchase or invest in the Notes described
herein. Each Dealer has represented and agreed, and each further
Dealer appointed under the Programme will be required to represent
and agree, that the Notes may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the Swiss
Financial Services Act (the "FinSA") and no application has or will
be made to admit the Notes to trading on any trading venue
(exchange or multilateral trading facility) in Switzerland. Neither
this Information Memorandum nor any other offering or marketing
material relating to the Notes constitutes a prospectus pursuant to
the FinSA, and neither this Information Memorandum nor any other
offering or marketing material relating to the Notes may be
publicly distributed or otherwise made publicly available in
Switzerland.
Hong Kong
Each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and
agree, that:
(a) it has not offered or sold, and will not offer or sell, in
Hong Kong, by means of any document, any Notes (except for Notes
which are a "structured product" as defined in the Securities and
Futures Ordinance (Cap. 571) (as amended) of Hong Kong (the "SFO"))
other than (i) to "professional investors" as defined in the SFO
and any rules made under the SFO, or (ii) in other circumstances
which do not result in the document being a "prospectus" as defined
in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) (as amended) of Hong Kong (the "C(WUMP)O") or
which do not constitute an offer to the public within the meaning
of the C(WUMP)O; and
(b) it has not issued, or had in its possession for the purposes
of issue, and will not issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Notes which
is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to
Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" as defined in
the SFO and any rules made under the SFO and any rules made
thereunder.
Singapore
Each Dealer has acknowledged, and each further Dealer appointed
under the Programme will be required to acknowledge that no
document (including this Information Memorandum) has been, or will
be registered, as a prospectus with the Monetary Authority of
Singapore, and the Notes will be offered pursuant to exemptions
under the SFA. Accordingly, each Dealer has represented and agreed
and each further Dealer appointed under the Programme will be
required to represent and agree that it has not offered or sold any
Notes or caused the Notes to be made the subject of an invitation
for subscription or purchase and will not offer or sell any Notes
or cause the Notes to be made the subject of an invitation for
subscription or purchase, and has not circulated or distributed,
nor will it circulate or distribute, this Information Memorandum or
any other document or material in connection with the offer or sale
or invitation for subscription or purchase of the Notes, whether
directly or indirectly, to any person in Singapore other than:
(a) to an institutional investor (as defined in section 4A of
the SFA) pursuant to Section 274 of the SFA;
(b) to a relevant person (as defined in Section 275(2) of the
SFA) pursuant to Section 275(1) of the SFA, or to any person
pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA; or
(c) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
(i) a corporation (which is not an accredited investor (as
defined in Section 4A of the SFA)) the sole business of which is to
hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor;
or
(ii) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary of
the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term
as defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries' rights and interest (howsoever described) in that
trust shall not be transferred for within six months after that
corporation or that trust has acquired the Notes pursuant to an
offer made under Section 275 of the SFA except:
(1) to an institutional investor or to a relevant person defined
in Section 275(2) of the SFA or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(c)(ii) of the
SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures
(Offers of Investments) (Securities and Securities-based
Derivatives Contracts) Regulations 2018.
Any reference to the "SFA" is a reference to the Securities and
Futures Act 2001 of Singapore and a reference to any term as
defined in the SFA or any provision in the SFA is a reference to
that term as modified in its application or as amended from time to
time including by such of its subsidiary legislation as may be
applicable at the relevant time.
General
These selling restrictions may be amended in relation to a
specific Series or Tranche of Notes by agreement between the Issuer
and the relevant Dealer. These selling restrictions may also be
modified by the agreement of the Issuer and the relevant Dealers
following a change in relevant law, regulation or directive. Any
such modification and any additional selling restrictions with
which any relevant Dealer will be required to comply will be set
out in the applicable Final Terms issued in respect of the issue of
Notes to which it relates or in a supplement to the Information
Memorandum.
Each Dealer has agreed, and each further Dealer appointed under
the Programme will be required to agree, that (to the best of its
knowledge and belief) it will comply with all relevant laws,
regulations and directives in force in any jurisdiction in which it
purchases, offers, sells or delivers Notes or possesses or
distributes this Information Memorandum or any advertisement or
other offering material and will obtain any consent, approval or
permission required by it for the purchase, offer, sale or delivery
by it of Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such
purchases, offers, sales or deliveries and neither the Issuer nor
any other Dealer will have any responsibility therefor.
Neither the Issuer nor any of the Dealers has represented that
any Notes may at any time lawfully be sold in compliance with any
appropriate registration or other requirements in any jurisdiction,
or pursuant to any exemption available thereunder, or assumes any
responsibility for facilitating such sale.
With regard to each Series or Tranche, the relevant Dealer(s)
will be required to comply with such other additional restrictions
as the Issuer and the relevant Dealer(s) shall agree and as shall
as a term of the issue and purchase as indicated in the applicable
Final Terms.
Form of Final Terms
Set out below is the form of Final Terms for the purposes of
Article 8(2)(a) of the UK Prospectus Regulation which will be
completed for each Tranche of Notes issued under the Programme.
[PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are
not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For
these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.] ([2])
[PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA");
(ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.] ([3])
[MiFID II Product Governance / Professional investors and ECPs
only target market - Solely for the purposes of [the/each]
manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in [Directive 2014/65/EU
(as amended, "MiFID II")/MiFID II]; and (ii) all channels for
distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturer['s/s'] target
market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the
manufacturer['s/s'] target market assessment) and determining
appropriate distribution channels.] ([4])
[UK MiFIR Product Governance / Professional investors and ECPs
only target market - Solely for the purposes of [the/each]
manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that:
(i) the target market for the Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook ("COBS"), and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR");
and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the
manufacturer['s/s'] target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining
the manufacturer['s/s'] target market assessment) and determining
appropriate distribution channels.] ([5])
[NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND
FUTURES ACT 2001 OF SINGAPORE (THE "SFA") - [ To insert notice if
classification of the Notes is not "prescribed capital markets
products", pursuant to Section 309B of the SFA or "Excluded
Investment Products" ].] ([6])
[Date]
Bank of Queensland Limited
(ABN 32 009 656 740)
Legal Entity Identifier (LEI)
549300WFIN7T02UKDG08
Issue of [Aggregate Nominal Amount of Tranche][Title of
Notes]
under the U.S.$4,000,000,000
Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
[Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions (the "Conditions") set forth in the
Information Memorandum dated 24 April 2023 [and the supplement to
the Information Memorandum dated [insert date]] which [together]
constitute[s] a base prospectus for the purposes of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA
(the "UK Prospectus Regulation"). This document constitutes the
Final Terms of the Notes described herein for the purposes of the
UK Prospectus Regulation and must be read in conjunction with the
Information Memorandum [as so supplemented] in order to obtain all
relevant information. The Information Memorandum [and the
supplement to the Information Memorandum] [is/are] available for
viewing at
https://www.boq.com.au/Shareholder-centre/debt-investor-information/Debt-Programmes
.]
[Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions (the "Conditions") set forth in the
Information Memorandum dated [original date] and incorporated by
reference into the Information Memorandum dated [ l ] 2023, [and
the supplement to the Information Memorandum dated [insert date]].
This document constitutes the Final Terms of the Notes described
herein for the purposes of Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"), and must be read in conjunction with the Information
Memorandum dated [--] 2023 [and the supplement to the Information
Memorandum dated [insert date]] which [together] constitute[s] a
base prospectus for the purposes of the UK Prospectus Regulation,
in order to obtain all the relevant information. Copies of the
Information Memorandum [as so supplemented] are available for
viewing at
https://www.boq.com.au/Shareholder-centre/debt-investor-information/Debt-Programmes
.]
1. Issuer: Bank of Queensland Limited
2. (a) Series Number: [ ]
(b) Tranche Number: [ ]
(c) Date on which the Notes will be consolidated and form a The Notes will be consolidated and form a
single Series: single Series with [ ] on [the Issue
Date/exchange
of the Temporary Global Note for interests
in the Permanent Global Note, as referred
to in
paragraph 21 below , which is expected to
occur on or about [ ]][Not Applicable]
3. Specified Currency or Currencies: [ ]
4. Aggregate Nominal Amount:
(a) Series: [ ]
(b) Tranche: [ ]
5. Issue Price: [ ] per cent. of the Aggregate Nominal
Amount [plus accrued interest from [ ]]
6. (a) Specified Denominations: [ ]
(b) Calculation Amount: [ ]
7. (a) Issue Date: [ ]
(b) Interest Commencement Date: [ /Issue Date/Not Applicable]
8. Maturity Date: [Fixed rate - /Floating rate - Interest
Payment Date falling in or nearest to [ ]]
9. Interest Basis: [[ ] per cent. Fixed Rate]
[[ ] month [EURIBOR/Compounded Daily
SONIA/Compounded Daily SOFR] +/-[ ] per
cent. Floating
Rate]
[Zero Coupon]
(see paragraph [ 14 / 15 / 16 ] below )
10. Redemption/Payment Basis: Subject to any purchase or cancellation or
early redemption, the Notes will be
redeemed on
the Maturity Date at 100 per cent. of their
nominal amount
11. Change of Interest Basis or Redemption/Payment Basis: [ ] [Not Applicable]
12. Put/Call Options: [Investor Put]
[Issuer Call]
[(see paragraph [ 17 / 18 ] below )]
13. (a) Status of the Notes: Senior
(b) [Date [Board] approval for issuance of Notes obtained: [ ]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [Applicable/Not Applicable]
(a) Rate(s) of Interest: [ ] per cent. per annum [payable
[annually/semi-annually/quarterly] in
arrear]
(b) Interest Payment Date(s): [[ ] in each year up to and including the
Maturity Date]/[ ]
(c) Fixed Coupon Amount(s): [Not Applicable/[ ] per Calculation Amount]
(d) Broken Amount(s): [Not Applicable/[ ] per Calculation Amount,
payable on the Interest Payment Date
falling [in/on][
]]
(e) Day Count Fraction: [30/360 or Actual/Actual (ICMA)]
(f) Determination Date(s): [[ ] in each year] [Not Applicable]
15. Floating Rate Note Provisions [Applicable/Not Applicable]
(a) Specified Period(s)/Specified Interest Payment Dates: [ ][, subject to adjustment in accordance
with the Business Day Convention set out in
(b)
below /, not subject to any adjustment, as
the Business Day Convention in (b) below is
specified
to be Not Applicable]
(b) Business Day Convention: [Floating Rate Convention/Following
Business Day Convention/Modified Following
Business Day
Convention/ Preceding Business Day
Convention][Not Applicable]
(c) Additional Business Centre(s): [Not Applicable/[ ]]
(d) Party responsible for determining the Rate of Interest [ ] (the "Calculation Agent")
and/or calculating the Interest
Amount (if not the Agent):
(e) Screen Rate Determination:
Reference Rate: [ ] month [ ]
* Reference Rate and Relevant Financial Centre: [EURIBOR]/[Compounded Daily
SONIA]/[Compounded Daily SOFR]
Relevant Time: [ ]/[Not Applicable]
Relevant Financial Centre:
[London/Brussels/Specify other Relevant
Financial Centre]/[Not
Applicable]
[ ]
* Interest Determination Date(s): (Second day on which T2 is open prior to
the start of each Interest Period]/[The day
falling
the number of London Banking Days included
in the below SONIA Observation Look-Back
Period
prior to the day on which the relevant
Interest Period ends (but which by its
definition is
excluded from the Interest Period)]/[The
day falling the number of U.S. Government
Securities
Business Days included in the below SOFR
Observation Shift Period prior to the day
on which
the relevant Interest Period ends (but
which by its definition is excluded from
the Interest
Period)]
[ ]
* Relevant Screen Page: (In the case of EURIBOR, if not Reuters
EURIBOR01 ensure it is a page which shows a
composite
rate or amend the fallback provisions
appropriately)
[Lag/Lock-out/Observation Shift/Not
* SONIA Observation Method: Applicable] ([7])
[[[ ] [London Banking/U.S. Government
* SONIA Observation Look--Back: Securities Business] Day[s][Not Applicable]
([8])
[[ ] U.S. Government Securities Business
* SOFR Observation Shift Period: Day[s]/Not Applicable] ([9])
[Applicable/Not Applicable]
* Index Determination:
[ ]
* Specified Time:
(f) Linear Interpolation: [Not Applicable/ Applicable - the Rate of
Interest for the [long/short] [first/last]
Interest
Period shall be calculated using Linear
Interpolation]
(g) Margin(s): [+/-] [ ] per cent. per annum
(h) Minimum Rate of Interest: [ ] per cent. per annum/[Not Applicable]
(i) Maximum Rate of Interest: [ ] per cent. per annum/[Not Applicable]
(j) Day Count Fraction: [Actual/Actual (ISDA)
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360
30E/360 (ISDA)]
16. Zero Coupon Note Provisions [Applicable/Not Applicable]
(a) Accrual Yield: [ ] per cent. per annum
(b) Reference Price: [ ]
(c) Day Count Fraction in relation to Early Redemption Amounts: [30/360]
[Actual/360]
[Actual/365]
PROVISIONS RELATING TO REDEMPTION
17. Issuer Call: [Applicable/Not Applicable]
(a) Optional Redemption Date(s): [ ]
(b) Optional Redemption Amount of each Note: [ ] per Calculation Amount
(c) If redeemable in part:
(i) Minimum Redemption Amount: [ ]
(ii) Maximum Redemption Amount: [ ]
(d) Notice period (if other than as set out in the Conditions): Minimum Period: [ ]
Maximum Period: [ ]
18. Investor Put: [Applicable/Not Applicable]
(a) Optional Redemption Date(s): [ ]
(b) Optional Redemption Amount of each Note and method: [ ] per Calculation Amount
(c) Notice period (if other than as set out in the Conditions): Minimum Period: [ ]
Maximum Period: [ ]
19. Final Redemption Amount of each Note: [ ] per Calculation Amount
20. Early Redemption Amount of each Note payable on redemption for taxation [ ] per Calculation Amount
reasons or on
event of default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21. Form of Notes: [Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable
for
Definitive Notes [on 60 days' notice given
at any time/only upon an Exchange Event]]
[Temporary Global Note exchangeable for
Definitive Notes on and after the Exchange
Date]
[Permanent Global Note exchangeable for
Definitive Notes [on 60 days' notice given
at any
time/only upon an Exchange Event]]
22. Additional Financial Centre(s): [Not Applicable/ ]
23. Talons for future Coupons to be attached to Definitive Notes (and dates [Yes/No]
on which such
Talons mature):
Signed on behalf of the Issuer:
By:......................................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING
[Listing and Admission to trading: [Applicable]]
[(i) [Application for admission to the [Application has been made by the Issuer (or on its
Official List and for admission to trading behalf) for the Notes to be admitted to
[has been trading on [the London Stock Exchange's main market and
/ is expected to be] made: listing on the Official List of the
FCA] with effect from [ ]
[Application is expected to be made by the Issuer (or on
its behalf) for the Notes to be admitted
to trading on [the London Stock Exchange's regulated main
and listing on the Official List
of the FCA] with effect from [ ].]
[(ii) Date from which admission is effective: [ ]]
[(iii) Estimate of total expenses related to [ ]]
admission to trading:
2. RATINGS
Ratings: [The Notes to be issued have not been rated by any rating
agency]
[[The Notes to be issued [[have been]/[are expected to
be]] rated [insert rating] by [Standard
& Poor's (Australia) Pty. Ltd. (S&P) /Moody's Investors
Service Pty Limited (Moody's) [and]/
Fitch Australia Pty. Ltd. (Fitch).] [Each of] S&P /
Moody's [and]/ Fitch is established outside
the European Economic Area and the United Kingdom and has
not applied for registration under
the Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation) or Regulation (EC) No.
1060/2009 as it forms part of United Kingdom domestic law
by virtue of the European Union
(Withdrawal) Act 2018 (the UK CRA Regulation). [Ratings
by S&P are endorsed by S&P Global
Ratings Europe Limited and S&P Global Ratings UK
Limited[,] /ratings by Moody's are endorsed
by Moody's Deutschland GmbH and Moody's Investors
Services Ltd. [and]/ ratings by Fitch are
endorsed by Fitch Ratings Ireland Limited and Fitch
Ratings Limited, each of which is a credit
rating agency established in the European Economic Area
and registered under the CRA Regulation
or established in the United Kingdom and registered under
the UK CRA Regulation, respectively,
each in accordance with the CRA Regulation or the UK CRA
Regulation, as applicable.]
[[S&P Global Ratings] has, in its [month, year]
publication "[S&P Global Ratings Definitions]",
described a [long-term issue] credit rating of ['AA'] in
the following terms: ["An obligation
rated 'AA' differs from the highest-rated obligations
only to a small degree. The obligor's
capacity to meet its financial commitments on the
obligation is very strong ... Ratings from
'AA' to 'CCC' may be modified by the addition of a plus
(+) or minus (-) sign to show relative
standing within the rating categories.".]] [Complete as
applicable]
[[Moody's Investors Service] has, in its [month, year]
publication "[Rating Symbols and Definitions]",
described a credit rating of ['Aa'] in the following
terms: ["Obligations rated Aa are judged
to be of high quality and are subject to very low credit
risk ... Note: Moody's appends numerical
modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier
1 indicates that the obligation ranks in the higher end
of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower
end of that generic rating category.".]] [Complete as
applicable].
[[Fitch Ratings] has, in its [month, year] publication
"[Fitch Ratings Definitions]", described
a [long term] credit rating of ['AA'] in the following
terms: ["'AA' ratings denote expectations
of very low default risk. They indicate very strong
capacity for payment of financial commitments.
This capacity is not significantly vulnerable to
foreseeable events. Note: Within rating categories,
Fitch may use modifiers. The modifiers "+" or "-" may be
appended to a rating to denote relative
status within major rating categories."]] [Complete as
applicable]]]
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person
involved in the issue of the Notes has an interest material to the offer. The [Dealers] and
their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.]
4. YIELD
Indication of yield: [ ] [Not Applicable]
5. OPERATIONAL INFORMATION
(i) ISIN Code: [ ]
(ii) Common Code: [ ]
(iii) CFI: [[See/[Include code]], as updated, as set out on] the
website of the Association of National
Number Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency
that assigned the ISIN/Not Applicable/Not Available]
(iv) FISN: [[See/[Include code]], as updated, as set out on] the
website of the Association of National
Number Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency
that assigned the ISIN/Not Applicable/Not Available]
(v) Any clearing system(s) other than [Not Applicable/ ]
Euroclear Bank SA/NV and Clearstream Banking,
S.A. and
the relevant identification number(s):
(vi) Names and addresses of additional Paying [ ]
Agent(s) (if any):
(vii) Relevant Benchmark: [Not Applicable]/[[ ] is provided by [ ].
[As at the date hereof, [[ ] appears in the register of
administrators and benchmarks established
and maintained by the European Securities and Markets
Authority pursuant to Article 36 of
the EU Benchmarks Regulation.]
[As at the date hereof, [[ ] appears in the FCA's
register of administrators under Article
36 of the UK Benchmarks Regulation.]
[As at the date hereof, [[ ] does not appear in the
register of administrators and benchmarks
established and maintained by [the European Securities
and Markets Authority][the FCA] pursuant
to Article 36 of the [EU Benchmarks Regulation][UK
Benchmarks Regulation]. [As far as the
Issuer is aware, as at the date hereof, Article 2 of the
[Benchmarks Regulation][UK Benchmarks
Regulation] applies, such that [ ] is not currently
required to obtain authorisation/registration
(or, if located outside the [European Union][United
Kingdom], recognition, endorsement or
equivalence).]/[[ ] does not fall within the scope of the
[Benchmarks Regulation][UK Benchmarks
Regulation].]]
6. DISTRIBUTION
(i) U.S. Selling Restrictions: [Reg.S Compliance Category 2;
TEFRA D/TEFRA C/TEFRA not applicable]
(ii) Prohibition of Sales to EEA Retail [Applicable/Not Applicable]
Investors:
(iii) Prohibition of Sales to UK Retail [Applicable/Not Applicable]
Investors:
(iv) Additional selling restrictions: [Not Applicable/ ]
General Information
1. It is expected that each Tranche of Notes which is to be
admitted to the Official List and to trading on the London Stock
Exchange's main market will be admitted separately as and when
issued, subject only to the issue of a Global Note or Notes
initially representing the Notes of such Tranche. Application has
been made to the FCA for Notes issued under the Programme to be
admitted to the Official List and to the London Stock Exchange for
such Notes to be admitted to trading on the London Stock Exchange's
main market. The listing of the Programme in respect of Notes is
expected to be granted on or about 27 April 2023.
The Dealer Agreement provides, that if the maintenance of the
listing of any Notes has, in the opinion of the Issuer, become
unduly onerous for any reason whatsoever, the Issuer shall be
entitled to terminate such listing subject to its using its best
endeavours promptly to list or admit to trading the Notes on an
alternative stock exchange, within or outside the EU, to be agreed
between the Issuer and the relevant Dealer.
2. The Issuer has or will as soon as practicable obtain all
necessary consents, approvals and authorisations in connection with
the issue and performance of the Notes. The issue of Notes under
the Programme was authorised by resolutions of the Board of
Directors of the Issuer passed on 26 September 1997, 21 November
1997, 15 December 2000, 13 December 2001, 22 November 2002, 19
November 2004, 18 November 2005, 22 November 2006, 22 November
2007, 20 November 2008, 25 November 2009, 13 October 2010, 12
October 2011, 17 October 2012, 9 October 2013, 8 October 2014, 26
November 2015, 30 November 2016, 30 November 2017, 29 November
2018, 21 January 2020, 14 April 2021, 13 April 2022 and 19 April
2023. The increase in aggregate nominal amount of the Programme
from U.S.$2,000,000,000 to U.S.$3,500,000,000 was authorised by a
resolution of the Board of Directors of the Issuer passed on 22
November 2007 and the increase in aggregate nominal amount of the
Programme from U.S.$3,500,000,000 to U.S.$4,000,000,000 was
authorised by a resolution of the Board of Directors of the Issuer
passed on 20 November 2008.
3. Save as disclosed in the section titled "Bank of Queensland
Limited - Other developments", there has been no significant change
in the financial performance or financial position of the Group
since 28 February 2023 and no material adverse change in the
prospects of the Issuer since 31 August 2022. In addition, there
have been no recent events particular to the Issuer which are to a
material extent relevant to the evaluation of the Issuer's
solvency.
4. Save as disclosed in the section titled "Litigation and
regulatory proceedings" in "Risk Factors" on pages 38 to 39, there
are no governmental, legal or arbitration proceedings (including
any such proceedings which are pending or threatened) of which the
Issuer or any of its Subsidiaries are aware during a period
covering at least the previous 12 months which may have, or have
had in the recent past, significant effects on the Issuer and/or
the Group's financial position or profitability.
5. Each Permanent Global Note, Definitive Note, Coupon and Talon
where TEFRA D is specified in the applicable Final Terms will bear
the following legend: "Any United States person who holds this
obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in sections
165(j) and 1287(a) of the Internal Revenue Code".
6. The Notes have been accepted for clearance through
Clearstream, Luxembourg and Euroclear. The Common Code and the
International Securities Identification Number (ISIN) for each
Tranche of Notes will be set out in the relevant Final Terms. If
the Notes are to clear through an additional or alternative
clearing system, the appropriate information will be specified in
the applicable Final Terms.
The address of Clearstream, Luxembourg is Clearstream Banking,
42 Avenue JF Kennedy, L--1855 Luxembourg and the address of
Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II,
B-1210 Brussels.
7. In relation to any Tranche of Fixed Rate Notes, an indication
of the yield in respect of such Notes will be specified in the
applicable Final Terms. The yield is calculated at the Issue Date
on the basis of the relevant Issue Price. The yield indicated will
be calculated as the yield to maturity as at the Issue Date of the
Notes and will not be an indication of future yield.
8. For the life of this Information Memorandum or whilst any
Notes are outstanding, the following documents will be available at
https://www.boq.com.au/Shareholder-centre/debt-investor-information/Debt-Programmes
:
(a) the Agency Agreement (which includes the form of the Global
Notes, the Definitive Notes, the Coupons and the Talons), including
any supplements thereto;
(b) the Deed of Covenant;
(c) the constitution of the Issuer;
(d) each Final Terms for Notes that are admitted to the Official
List and to trading by the London Stock Exchange; and
(e) a copy of this Information Memorandum together with any
supplement to this Information Memorandum or further Information
Memorandum.
The Information Memorandum and the Final Terms for Notes that
are listed on the Official List and admitted to trading on the main
market of the London Stock Exchange will be published on the
Regulatory News Service operated by the London Stock Exchange at
https:// www.londonstockexchange.com .
9. Copies of the latest annual consolidated accounts of the
Issuer and the latest interim consolidated accounts of the Issuer
may be obtained, and copies of the Agency Agreement will be
available for inspection, at the specified offices of each of the
Paying Agents during normal business hours, so long as any of the
Notes is outstanding.
10. KPMG, Chartered Accountants, have audited in compliance with
Australian auditing standards, and rendered an unqualified report
on, the accounts of the Issuer for the year ended 31 August 2021.
PricewaterhouseCoopers ("PwC Australia"), Chartered Accountants,
have audited in compliance with Australian auditing standards, and
rendered an unqualified report on, the accounts of the Issuer for
the year ended 31 August 2022. With respect to the unaudited
financial information of the Issuer for the half years ended 28
February 2023, incorporated by reference in this Information
Memorandum, PwC Australia have reported that they have applied
limited procedures in accordance with professional standards for a
review of such information. However, their separate report dated 19
April 2023, incorporated by reference herein, states that they did
not audit and they do not express an opinion on that unaudited
financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the
limited nature of the review procedures applied.
11. PwC Australia may be able to assert a limitation of
liability with respect to claims arising out of its audit report or
included in the documents identified under " Documents Incorporated
by Reference " on page 8 of this Information Memorandum, and
elsewhere in this Information Memorandum, to the extent it is
subject to the limitations under the Chartered Accountants
Australia and New Zealand Scheme (NSW) (the "Accountants Scheme")
approved by the New South Wales Professional Standards Council or
such other applicable scheme approved pursuant to the Professional
Standards Act of 1994 of New South Wales, Australia (the
"Professional Standards Act"). The Professional Standards Act and
the Accountants Scheme may limit the liability of PwC Australia for
damages with respect to certain civil claims arising in, or
governed by the laws of, New South Wales directly or vicariously
from anything done or omitted in the performance of their
professional services to Bank of Queensland Limited, including,
without limitation, their audits of Bank of Queensland Limited's
financial statements. PwC Australia's maximum liability under the
Accountants Scheme is capped at an amount that depends upon the
type of service and the applicable engagement fee for that service,
with the lowest such liability cap set at A$2 million (where the
claim arises from a service in respect of which the fee is less
than A$100,000) and may be up to A$75 million for audit work (where
the claim arises from an audit service in respect of which the fee
is greater than A$2.5 million or more). The limit does not apply to
claims for breach of trust, fraud or dishonesty. The Professional
Standards Act and the Accountants Scheme have not been subject to
judicial consideration and, therefore, how the limitations will be
applied by courts and the effect of the limitations on the
enforcement of foreign judgments is untested.
12. No Australian approvals are currently required for or in
connection with the issue of the Notes by the Issuer or for or in
connection with the performance and enforceability of such Notes,
Coupons or Talons (if any). However:
(a) it is an offence to supply, sell or transfer certain goods
and services, or directly or indirectly make assets available to,
or for the benefit of, certain persons or entities designated from
time to time for the purposes of the Autonomous Sanctions Act 2011
of Australia, Autonomous Sanctions Regulations 2011 of Australia
and other regulations in Australia, unless the Minister for Foreign
Affairs has given a written notice to permit such to occur; and
(b) it is an offence to hold and use or deal with, allow to be
used or dealt with, or facilitate the use of or dealing with
certain assets, or to directly or indirectly make an asset
available to certain named persons or entities associated with
terrorism, pursuant to the Charter of the United Nations Act 1945
of Australia and the Charter of the United Nations (Dealing with
Assets) Regulations 2008 of Australia, unless the Minister for
Foreign Affairs or the Minister's delegate has given a written
notice to permit such to occur.
13. Save as set out in the Final Terms, the Issuer does not
intend to provide any post--issuance information in relation to any
issues of Notes.
14. Certain of the Dealers and their affiliates have engaged,
and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform services to
the Issuer and its affiliates in the ordinary course of business.
Certain of the Dealers and their affiliates may have positions,
deal or make markets in the Notes issued under the Programme,
related derivatives and reference obligations, including (but not
limited to) entering into hedging strategies on behalf of the
Issuer and its affiliates, investor clients, or as principal in
order to manage their exposure, their general market risk, or other
trading activities.
In addition, in the ordinary course of their business
activities, the Dealers and their affiliates may make or hold a
broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for
the accounts of their customers. Such investments and securities
activities may involve securities and/or instruments of the Issuer
or the Issuer's affiliates. Certain of the Dealers or their
affiliates that have a lending relationship with the Issuer
routinely hedge their credit exposure to the Issuer consistent with
their customary risk management policies. Typically, such Dealers
and their affiliates would hedge such exposure by entering into
transactions which consist of either the purchase of credit default
swaps or the creation of short positions in securities, including
potentially the Notes issued under the Programme. Any such
positions could adversely affect future trading prices of Notes
issued under the Programme. The Dealers and their affiliates may
also make investment recommendations and/or publish or express
independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and
instruments.
REGISTERED AND HEAD OFFICE OF THE ISSUER
Bank of Queensland Limited
Level 6, 100 Skyring Terrace
Newstead
Queensland 4006
Australia
ARRANGER
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
DEALERS
Barclays Bank PLC Nomura International plc
1 Churchill Place 1 Angel Lane
London E14 5HP London EC4R 3AB
United Kingdom United Kingdom
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
AGENT AND PAYING AGENT
Citibank, N.A., London Branch
c/o Citibank, N.A., Dublin
North Wall Quay
Dublin 1
Ireland
AUDITORS
To the Issuer
(For the financial year ended 31 August 2021) (For the financial year ended 31 August 2022 and the half-years ended
28 February 2022 and
28 February 2023)
KPMG, Chartered Accountants PricewaterhouseCoopers
Level 16 One International Towers Sydney
Riparian Plaza Watermans Quay
71 Eagle Street Barangaroo
Brisbane NSW 2000
Queensland 4000 Australia
Australia
LEGAL ADVISERS
To the Issuer
in respect of Australian law
King & Wood Mallesons
Level 61
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
To the Arranger and the Dealers
in respect of Australian and English law
Allen & Overy
Level 25
85 Castlereagh Street
Sydney NSW 2000
Australia
([1]) The exchange upon notice option should not be expressed to
be applicable if the Notes have a denomination consisting of the
minimum Specified Denomination plus a higher integral multiple of
another smaller amount.
([2]) Legend to be included on front of the Final Terms if the
Notes potentially constitute "packaged" products and no key
information document will be prepared in the EEA or the issuer
wishes to prohibit offers to EEA retail investors for any other
reason, in which case the selling restriction should be specified
to be "Applicable".
([3]) Legend to be included on front of the Final Terms if the
Notes potentially constitute "packaged" products and no key
information document will be prepared in the UK or the issuer
wishes to prohibit offers to UK retail investors for any other
reason, in which case the selling restriction should be specified
to be "Applicable".
([4]) Legend to be included on front of the Final Terms if one
or more of the Dealers in relation to the Notes is a MiFID
regulated entity.
([5]) Legend to be included on front of the Final Terms if one
or more of the Dealers in relation to the Notes is subject to UK
MiFIR, and if following the "ICMA 1" approach.
([6]) Relevant Dealer(s) to consider whether it/they have
received the necessary product classification from the Issuer prior
to the launch of the offer, pursuant to Section 309B of the SFA. If
there is a change as to product classification for the relevant
drawdown, from the upfront classification embedded in the programme
documentation, then the legend is to be completed and used (if no
change as to product classification, then the legend may be deleted
in its entirety).
([7]) Only relevant for Floating Rate Notes which specify the
Reference Rate as being "Compounded Daily SONIA"
([8]) Only relevant for Floating Rate Notes which specify the
Reference Rate as being "Compounded Daily SONIA"
([9]) Only relevant for Floating Rate Notes which specify the
Reference Rate as being "Compounded Daily SOFR"
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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use the personal data you provide us, please see our Privacy
Policy.
END
PDIATMATMTMMMFJ
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May 02, 2023 02:14 ET (06:14 GMT)
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