REG - Australia & NZ Bank. - Notice to holders of Existing Covered Bonds
31/05/2023 08:15
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RNS Number : 0928B Australia & New Zealand Banking Grp 30 May 2023
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED
BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY
FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
OR LEGAL ADVISER
IMPORTANT NOTICE TO THE HOLDERS OF
EUR 150,000,000 2.765 PER CENT SERIES 2013-3 COVERED BONDS
DUE 19 January 2029
(ISIN: XS0953107025)
EUR 1,250,000,000 2.50 PER CENT SERIES 2014-1 COVERED BONDS
DUE 16 January 2024
(ISIN: XS1014018045)
EUR 151,500,000 1.472 PER CENT SERIES 2015-2 COVERED BONDS
DUE 26 August 2031
(ISIN: XS1280773679)
EUR 180,000,000 1.718 PER CENT SERIES 2016-1 COVERED BONDS
DUE 22 January 2036
(ISIN: XS1346839373)
EUR 750,000,000 0.45 PER CENT SERIES 2016-3 COVERED BONDS
DUE 22 November 2023
(ISIN: XS1523136247)
EUR 230,000,000 1.438 PER CENT SERIES 2017-1 COVERED BONDS
DUE 09 March 2037
(ISIN: XS1576701665)
EUR 205,000,000 1.522 PER CENT SERIES 2017-2 COVERED BONDS
DUE 15 May 2037
(ISIN: XS1611856805)
EUR 1,750,000,000 0.25 PER CENT SERIES 2022-1 COVERED BONDS
DUE 17 March 2025
(ISIN: XS2456253082)
EUR 2,000,000,000 3.205 PER CENT SERIES 2022-2 COVERED BONDS
DUE 15 November 2024
(ISIN: XS2555209035)
EUR 1,500,000,000 3.437 PER CENT SERIES 2023-1 COVERED BONDS
DUE 4 April 2025
(ISIN: XS2607079493)
(the "Existing Covered Bonds")
issued pursuant to
the Australia and New Zealand Banking Group Limited U.S.$ 30,000,000,000 ANZ
Global Covered
Bond Programme (the "Programme")
NOTICE IS HEREBY GIVEN to the holders of the Existing Covered Bonds as
follows:
30 May 2023
Background
1. We, Australia and New Zealand Banking Group Limited (the
"Issuer") refer to the bond trust deed dated 14 November 2011 and made between
the Issuer, Perpetual Corporate Trust Limited in its capacity as trustee of
the ANZ Residential Covered Bond Trust ("Covered Bond Guarantor"),
Institutional Securitisation Services Limited ("Trust Manager") and DB
Trustees (Hong Kong) Limited ("Bond Trustee") as amended and supplemented on
22 November 2012 and as further amended and restated on 15 November 2013 and
as further amended and supplemented on 10 November 2014 and as further amended
and supplemented on 8 November 2016 and as further amended and supplemented on
9 November 2018 and as further amended and supplemented on 13 November 2019
and as further amended and supplemented on 14 May 2021 and as further amended
and supplemented on 13 May 2022 and as further amended and supplemented on 23
May 2023 ("Bond Trust Deed").
All words and expressions defined in the Bond Trust Deed or the Definitions
Schedule (as defined in the Bond Trust Deed), as supplemented, amended or
restated from time to time shall (save as otherwise provided herein or unless
the context otherwise requires) have the same meanings in this notice.
2. In this notice:
(a) "Account Bank Agreement" means the agreement
called "ANZ Residential Covered Bond Trust Account Bank Agreement" dated 14
November 2011 (as amended from time to time) between the Trustee, the Trust
Manager, the Account Bank and the Security Trustee;
(b) "Amending Deed" means Amending Deed No. 10 dated
23 May 2023 between, among others, the Issuer, the Covered Bond Guarantor, the
Trust Manager and the Bond Trustee;
(c) "Definitions Schedule" means the deed called
"ANZ Residential Covered Bond Trust Definitions Schedule" dated 31 October
2011 (as amended and/or supplemented from time to time) and made between,
among others, the Trustee, the Trust Manager, the Bond Trustee, the Seller and
the Security Trustee;
(d) "Demand Loan Agreement" means the agreement
called "ANZ Residential Covered Bond Trust Demand Loan Agreement" dated 14
November 2011 between the Trustee, the Trust Manager, the Demand Loan Provider
and the Security Trustee;
(e) "Effective Date" means 23 May 2023;
(f) "Interest Rate Swap Confirmation" means the
Confirmation for Interest Rate Swap dated 22 November 2011 between the
Interest Rate Swap Provider, the Covered Bond Guarantor and the Trust Manager;
and
(g) "Servicing Deed" means the deed called "ANZ
Residential Covered Bond Trust Servicing Deed" dated 14 November 2011 (as
amended from time to time) between the Trustee, the Trust Manager, the
Servicer and the Security Trustee.
3. This notice is given to all holders of the Existing Covered
Bonds in accordance with:
(a) clause 22.6 of the Security Trust Deed; and
(b) clause 21.1 of the Bond Trust Deed.
Amendments to Programme Documents
Amendments to the Account Bank Agreement
4. Clauses 15.1 (Interest on the Seller Trust Trust Account),
15.2 (Interest on the GIC Account) and 15.3 (Notification of the GIC Rate) of
the Account Bank Agreement are amended to read as follows:
15.1 Interest on the Seller Trust
Trust Account
The Account Bank shall pay in respect of each Seller Trust Trust Account, on
the last Local Business Day of each calendar month, in respect of the
preceding calendar month, interest at the rate of the Account Bank specified,
from time to time, as the Bank Bill Rate on any cleared credit balances in the
relevant Seller Trust Trust Account.
15.2 Interest on the GIC Account
Subject as provided in clause 15.3, interest shall accrue from day to day at a
rate of interest per annum equal to the Bank Bill Rate on each Interest
Determination Date in respect of that interest period (calculated on the
basis of the actual number of days elapsed and a 365 day year) (as determined
by the Account Bank ("GIC Rate")) on the balance from time to time of the GIC
Account ("GIC Balance") from (and including) the first day of each Collection
Period (or, in the case of the first Collection Period, the first Transfer
Date) to (and including) the last day of the Collection Period) and shall be
paid on the last Local Business Day of each calendar month by payment for
value on the same day to the GIC Account or any such account the Covered Bond
Guarantor or the Trust Manager shall specify. For the purposes of this clause
15.2 only, while the Applicable Benchmark Rate is the BBSW Rate, each day in
the relevant interest period (or if that day is not a Local Business Day, the
immediately preceding Local Business Day) will be an Interest Determination
Date for the purposes of determining the Bank Bill Rate.
15.3 Notification of the GIC Rate
On or as soon as reasonably practicable after each Determination Date and
following determination of the Bank Bill Rate in respect of the relevant
interest period in accordance with clause 15.2, the Account Bank will inform
the Covered Bond Guarantor and the Trust Manager of the GIC Rate which shall
apply for the relevant interest period.
These amendments took effect on the Effective Date.
Amendments to the Servicing Deed
5. Clause 4.4 (Interest) of the Servicing Deed is amended to
read as follows:
4.4 Interest
ANZ shall, if it credits money received during a Collection Period to the GIC
Account in accordance with this deed, on the Trust Payment Date immediately
following the end of the Collection Period credit an additional amount to the
GIC Account calculated as interest on the amount of that money for the period
during which it was held by ANZ. Any such interest is to be calculated on
the Determination Date immediately following the end of the Collection Period
by ANZ in its absolute discretion on the daily balance of the amount of money
for the period during which it was held by ANZ and at a rate determined on the
Interest Determination Date in respect of that Collection Period as the rate
equal to the Bank Bill Rate determined by ANZ in its sole discretion.
These amendments took effect on the Effective Date.
Amendments to the Demand Loan Agreement
6. Clause 8.3 (Calculation of Interest) of the Demand Loan
Agreement is amended to read as follows:
8.3 Calculation of Interest
Interest is to be calculated for each Demand Loan Interest Period. Interest
accrues from day to day and is to be calculated on actual days elapsed and a
365 day year. Interest is payable in arrears on each Trust Payment Date in
the manner contemplated by clause 8.2. The rate of interest applicable to
the Demand Loan for a Demand Loan Interest Period shall be determined by the
Demand Loan Provider on the Interest Determination Date in respect of that
Demand Loan Interest Period, provided that, while the BBSW Rate is the
Applicable Benchmark Rate, if a Demand Loan Advance is made during a Demand
Loan Interest Period, the Demand Loan Provider shall reset the rate of
interest with effect from the applicable Demand Loan Drawdown Date as if such
date were an Interest Determination Date.
Such interest rate shall be equal to the Bank Bill Rate in respect of that
Demand Loan Interest Period (as determined in accordance with the preceding
paragraph) plus a spread to be determined by the Demand Loan Provider.
To the extent necessary to give effect to the Cashflow Allocation Methodology,
the Demand Loan Provider agrees to:
(a) separately calculate interest under this clause
8.3 in respect of the Senior Portion Outstanding for each day of each Demand
Loan Interest Period.
(b) give notice to the Trust Manager of:
(i) the interest rate to be applied by it (including reference
to the relevant Bank Bill Rate and any applicable spread) to the Demand Loan
in respect of a Demand Loan Interest Period;
(ii) the Senior Portion Outstanding for the purposes of
calculating interest under the preceding paragraph; and
(iii) the interest amount owing on the Senior Portion Outstanding
and the interest amount payable on the balance of the Demand Loan (taking into
account in each case interest which has been deferred under clause 8.2 and
remains unpaid from previous Trust Payment Dates).
no later than the last day of each Demand
Loan Interest Period.
These amendments took effect on the Effective Date.
Amendments to the Interest Rate Swap Confirmation
7. References to "AUD BBR BBSW" have been deleted and replaced
with "Bank Bill Rate".
8. The heading "Floating Rate (BBSW)Amount" is amended by
deleting "(BBSW)".
These amendments took effect on the Effective Date.
Amendments to the Definitions Schedule
9. The following new definitions have been added to the
Definitions Schedule, as set out in the amended Definitions Schedule annexed
to the Amending Deed:
2023 Amendment Date means the Effective Date as defined in the deed entitled
"ANZ Residential Covered Bond Trust Amending Deed No. 10" between, among
others, the parties to this deed and dated in May 2023.
Adjustment Spread means the adjustment spread as at the Adjustment Spread
Fixing Date (which may be a positive or negative value or zero and determined
pursuant to a formula or methodology) that is:
(a) determined as the median of the historical
differences between the BBSW Rate and AONIA over a five calendar year period
prior to the Adjustment Spread Fixing Date using practices based on
industry-accepted practices, provided that for so long as the Bloomberg
Adjustment Spread is published and determined based on the five year median of
the historical differences between the BBSW Rate and AONIA, that adjustment
spread will be deemed to be acceptable for the purposes of this paragraph (a);
or
(b) if no such median can be determined in
accordance with paragraph (a), set using the method for calculating or
determining such adjustment spread determined by the Calculating Party to be
appropriate.
Adjustment Spread Fixing Date means the first date on which a Permanent
Discontinuation Trigger occurs with respect to the BBSW Rate.
Administrator means:
(a) in respect of the BBSW Rate, ASX Benchmarks Pty
Limited (ABN 38 616 075 417);
(b) in respect of AONIA, the Reserve Bank of
Australia; and
(c) in respect of any other Applicable Benchmark
Rate, the administrator for that rate or benchmark or, if there is no
administrator, the provider of that rate or benchmark,
and, in each case, any successor administrator or, as applicable, any
successor administrator or provider.
Administrator Recommended Rate means the rate formally recommended for use as
the temporary replacement for the BBSW Rate by the Administrator of the BBSW
Rate.
AONIA means the Australian dollar interbank overnight cash rate (known as
AONIA).
AONIA Observation Period means, in respect of any Relevant Period for which
the AONIA Rate is required under a Programme Document, the period from (and
including) the date falling five Business Days prior to the first day of that
Relevant Period and ending on (but excluding) the date falling five Business
Days prior to the end of that Relevant Period.
AONIA Rate means, in respect of any Relevant Period for which this rate is
required under a Programme Document, and in respect of an Interest
Determination Date for such period, the rate determined by the Calculating
Party to be Compounded Daily AONIA for that period and Interest Determination
Date plus the Adjustment Spread.
Applicable Benchmark Rate means:
(a) initially, the BBSW Rate; and
(b) if a Permanent Fallback Effective Date has
occurred with respect to the BBSW Rate, AONIA or the RBA Recommended Rate,
then the rate which is the applicable BBSW and AONIA Benchmark Rate Fallback.
BBSW and AONIA Benchmark Rate Fallback means, if:
(a) a Temporary Disruption Trigger has occurred; or
(b) a Permanent Discontinuation Trigger has
occurred,
then, for any Relevant Period, whilst such Temporary Disruption Trigger is
continuing or after a Permanent Discontinuation Trigger has occurred:
(c) where the BBSW Rate is the Applicable Benchmark
Rate, if a Temporary Disruption Trigger has occurred with respect to the BBSW
Rate, the following rates in the following order of precedence:
(i) first, the Administrator Recommended Rate;
(ii) then the Supervisor Recommended Rate; and
(iii) lastly, the Final Fallback Rate;
(d) where AONIA is the Applicable Benchmark Rate or
a determination of the AONIA Rate is required for the purposes of paragraph
(a) above, if a Temporary Disruption Trigger has occurred with respect to
AONIA, for any day for which AONIA is required, the last provided or published
level of AONIA;
(e) where a determination of the RBA Recommended
Rate is required for the purposes of paragraph (c) or (d) above, if a
Temporary Disruption Trigger has occurred with respect to the RBA Recommended
Rate, for any day for which the RBA Recommended Rate is required, the last
rate provided or published by the Administrator of the RBA Recommended Rate
(or if no such rate has been so provided or published, the last provided or
published level of AONIA);
(f) where the BBSW Rate is the Applicable
Benchmark Rate, if a Permanent Discontinuation Trigger has occurred with
respect to the BBSW Rate, for any day for which the BBSW Rate is required on
or after the Permanent Fallback Effective Date, the first rate available in
the following order of precedence:
(i) first, if at the time of the BBSW Rate
Permanent Fallback Effective Date, no AONIA Permanent Fallback Effective Date
has occurred, the AONIA Rate;
(ii) then, if at the time of the BBSW Rate Permanent
Fallback Effective Date, an AONIA Permanent Fallback Effective Date has
occurred, an RBA Recommended Rate has been created but no RBA Recommended Rate
Permanent Fallback Effective Date has occurred, the RBA Recommended Fallback
Rate; and
(iii) lastly, if neither paragraph (i) nor paragraph
(ii) above apply, the Final Fallback Rate;
(g) where AONIA is the Applicable Benchmark Rate or
a determination of the AONIA Rate is required for the purposes of paragraph
(f)(i) above, if a Permanent Discontinuation Trigger has occurred with respect
to AONIA, for any day for which AONIA is required on or after the AONIA
Permanent Fallback Effective Date, the first rate available in the following
order of precedence:
(i) first, if at the time of the AONIA Permanent
Fallback Effective Date, an RBA Recommended Rate has been created but no RBA
Recommended Rate Permanent Fallback Effective Date has occurred, the RBA
Recommended Rate; and
(ii) lastly, if paragraph (i) above does not apply,
the Final Fallback Rate; and
(h) where a determination of the RBA Recommended
Rate is required for the purposes of paragraph (f) or (g) above, respectively,
if a Permanent Discontinuation Trigger has occurred with respect to the RBA
Recommended Rate, for any day for which the RBA Recommended Rate is required
on or after that Permanent Fallback Effective Date, the Final Fallback Rate.
When calculating an amount of interest in circumstances where a Fallback Rate
other than the Final Fallback Rate applies, that interest will be calculated
as if references to the BBSW Rate or AONIA Rate (as applicable) were
references to that Fallback Rate. When calculating interest in circumstances
where the Final Fallback Rate applies, the amount of interest will be
calculated on the same basis as if the Applicable Benchmark Rate in effect
immediately prior to the application of that Final Fallback Rate remained in
effect but with necessary adjustments to substitute all references to that
Applicable Benchmark Rate with corresponding references to the Final Fallback
Rate.
BBSW Rate means, for a Relevant Period, the rate for prime bank eligible
securities having a tenor of 30 days which is designated as the "AVG MID" on
the 'Refinitiv Screen ASX29 Page' or the 'Bloomberg Screen BBSW Page' (or any
designation which replaces that designation on the applicable page, or any
replacement page) at the Publication Time on the first day of that Relevant
Period, provided that, if the first such Relevant Period is a period of more
than 30 days, the BBSW Rate for that Relevant Period will be calculated by the
Calculating Party to be a linear interpolated rate for the relevant period.
Bloomberg Adjustment Spread means the term adjusted AONIA spread relating to
the BBSW Rate provided by Bloomberg Index Services Limited (or a successor
provider as approved and/or appointed by ISDA from time to time as the
provider of term adjusted AONIA and the spread) (BISL) on the Fallback Rate
(AONIA) Screen (or by other means), or provided to, and published by,
authorised distributors where Fallback Rate (AONIA) Screen means the Bloomberg
Screen corresponding to the Bloomberg ticker for the fallback for the BBSW
Rate accessed via the Bloomberg Screen FBAK GO Page (or, if
applicable, accessed via the Bloomberg Screen HP GO ) or any
other published source designated by BISL.
Calculating Party means, in respect of a Programme Document, the Trust
Manager, Calculation Manager or such other party that is expressed to be
responsible in that Programme Document for determining the Bank Bill Rate for
the purposes of that Programme Document.
Calculation Period has the meaning given to it in the Interest Rate Swap
Agreement.
Compounded Daily AONIA means, with respect to an Interest Period, the rate of
return of a daily compound interest investment during the AONIA Observation
Period corresponding to such Interest Period (with AONIA as the reference rate
for the calculation of interest) as calculated by the Calculation Agent on the
fifth Business Day prior to the last day of each Interest Period, as follows:
where:
means the per annum rate expressed as a decimal which is the level of AONIA
provided by the Administrator and published as of the Publication Time for the
Business Day falling five Business Days prior to such Business Day "";
is the number of calendar days in the relevant Interest Period;
is the number of Business Days in the relevant Interest Period;
is a series of whole numbers from 1 to d(0), each representing the relevant
Business Day in chronological order from (and including) the first Business
Day in the relevant Interest Period to (and including) the last Business Day
in such Interest Period;
for any Business Day "i", means the number of calendar days from (and
including) such Business Day "i" up to (but excluding) the following Business
Day; and
means any day on which commercial banks are open for general business in
Sydney.
Where Compounded Daily AONIA needs to be determined for a Relevant Period
other than an Interest Period or a Demand Loan Interest Period, Compounded
Daily AONIA is to be determined as if that period were an Interest Period
starting on (and including) the first day of that Relevant Period and ending
on (but excluding) the last day of that Relevant Period.
Fallback Rate means, where a Permanent Discontinuation Trigger for an
Applicable Benchmark Rate has occurred, the rate that applies to replace that
Applicable Benchmark Rate in accordance with the definition of "BBSW and AONIA
Benchmark Rate Fallback" in this deed.
Final Fallback Rate means, in respect of an Applicable Benchmark Rate, the
rate:
(a) determined by the Calculating Party as a
commercially reasonable alternative for the Applicable Benchmark Rate taking
into account all available information that, in good faith, it considers
relevant, provided that any rate (inclusive of any spreads or adjustments)
implemented by central counterparties and / or futures exchanges with
representative trade volumes in derivatives or futures referencing the
Applicable Benchmark Rate will be deemed to be acceptable for the purposes of
this paragraph (a), together with (without double counting) such adjustment
spread (which may be a positive or negative value or zero) that is customarily
applied to the relevant successor rate or alternative rate (as the case may
be) in international debt capital markets transactions to produce an
industry-accepted replacement rate for floating rate notes referencing such
Applicable Benchmark Rate at such time (together with such other adjustments
to interest determination dates and related provisions and definitions, in
each case that are consistent with accepted market practice for the use of
such successor rate or alternative rate for floating rate notes linked to the
Applicable Benchmark Rate at such time), or, if no such industry standard is
recognised or acknowledged, the method for calculating or determining such
adjustment spread determined by the Calculating Party to be appropriate;
provided that
(b) if and for so long as no such successor rate or
alternative rate can be determined in accordance with paragraph (a), the Final
Fallback Rate will be the last provided or published level of that Applicable
Benchmark Rate.
Interest Determination Date means, in respect of any Relevant Period, unless
otherwise specified in a Programme Document:
(a) where the BBSW Rate applies or the Final
Fallback Rate applies under paragraph (f)(iii) of the definition of "BBSW and
AONIA Benchmark Rate Fallback" in this deed, the first day of that period; and
(b) otherwise, the fifth Business Day prior to the
last day of that Relevant Period,
or if such day is not a Business Day, the immediately following Business Day.
Non-Representative means, in respect of an Applicable Benchmark Rate, that the
Supervisor of that Applicable Benchmark Rate if the Applicable Benchmark Rate
is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the
Applicable Benchmark Rate is AONIA or the RBA Recommended Rate:
(a) has determined that such Applicable Benchmark
Rate is no longer, or as of a specified future date will no longer be,
representative of the underlying market and economic reality that such
Applicable Benchmark Rate is intended to measure and that representativeness
will not be restored; and
(b) is aware that such determination will engage
certain contractual triggers for fallbacks activated by pre-cessation
announcements by such Supervisor (howsoever described) in contracts.
Permanent Discontinuation Trigger means, in respect of an Applicable Benchmark
Rate:
(a) a public statement or publication of information
by or on behalf of the Administrator of the Applicable Benchmark Rate
announcing that it has ceased or that it will cease to provide the Applicable
Benchmark Rate permanently or indefinitely, provided that, at the time of the
statement or publication, there is no successor administrator or provider, as
applicable, that will continue to provide the Applicable Benchmark Rate and,
in the case of the BBSW Rate, a public statement or publication of information
by or on behalf of the Supervisor of the BBSW Rate has confirmed that
cessation;
(b) a public statement or publication of information
by the Supervisor of the Applicable Benchmark Rate, the Reserve Bank of
Australia (or any successor central bank for Australian dollars), an
insolvency official or resolution authority with jurisdiction over the
Administrator of the Applicable Benchmark Rate or a court or an entity with
similar insolvency or resolution authority over the Administrator of the
Applicable Benchmark Rate which states that the Administrator of the
Applicable Benchmark Rate has ceased or will cease to provide the Applicable
Rate permanently or indefinitely, provided that, at the time of the statement
or publication, there is no successor administrator or provider that will
continue to provide the Applicable Benchmark Rate and, in the case of the BBSW
Rate and a public statement or publication of information other than by the
Supervisor, a public statement or publication of information by or on behalf
of the Supervisor of the BBSW Rate has confirmed that cessation;
(c) a public statement by the Supervisor of the
Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate,
or the Administrator of the Applicable Benchmark Rate if the Applicable
Benchmark Rate is AONIA, the AONIA Rate or the RBA Recommended Rate, as a
consequence of which the Applicable Benchmark Rate will be prohibited from
being used either generally or that its use will be subject to restrictions or
adverse consequences to the Issuer, the Intercompany Loan Provider, the Demand
Loan Provider, the Interest Rate Swap Provider, the Account Bank or any other
party to a Programme Document;
(d) as a consequence of a change in law or directive
arising after the 2023 Amendment Date, it has become unlawful for the Trust
Manager, or any other party responsible for calculations of interest under a
Programme Document to calculate any payments due to or due by the Intercompany
Loan Provider, the Demand Loan Provider, the Interest Rate Swap Provider, the
Account Bank or any other party to a Programme Document using the Applicable
Benchmark Rate;
(e) a public statement or publication of information
by the Supervisor of the Applicable Benchmark Rate if the Applicable Benchmark
Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate
if the Applicable Benchmark Rate is AONIA, the AONIA Rate or the RBA
Recommended Rate, stating that the Applicable Benchmark Rate is
Non-Representative; or
(f) the Applicable Benchmark Rate has otherwise
ceased to exist or be administered on a permanent or indefinite basis.
Permanent Fallback Effective Date means, in respect of a Permanent
Discontinuation Trigger for an Applicable Benchmark Rate:
(a) in the case of paragraphs (a) and (b) of the
definition of Permanent Discontinuation Trigger, the first date on which the
Applicable Benchmark Rate would ordinarily have been published or provided and
is no longer published or provided;
(b) in the case of paragraphs (c) and (d) of the
definition of Permanent Discontinuation Trigger, the date from which use of
the Applicable Benchmark Rate is prohibited or becomes subject to restrictions
or adverse consequences or the calculation becomes unlawful (as applicable);
(c) in the case of paragraph (e) of the definition
of Permanent Discontinuation Trigger, the first date on which the Applicable
Benchmark Rate would ordinarily have been published or provided but is
Non-Representative by reference to the most recent statement or publication
contemplated in that paragraph and even if such Applicable Benchmark Rates
continues to be published or provided on such date; or
(d) in the case of paragraph (f) of the definition
of Permanent Discontinuation Trigger, the date that event occurs.
Publication Time means:
(a) in respect of the BBSW Rate, 12.00pm (Sydney
time) or any amended publication time for the final intraday refix of such
rate specified by the Administrator for the BBSW Rate in its benchmark
methodology; and
(b) in respect of AONIA, 4.00pm (Sydney time) or any
amended publication time for the final intraday refix of such rate specified
by the Administrator for AONIA in its benchmark methodology.
RBA Recommended Fallback Rate has the same meaning given to AONIA Rate but
with necessary adjustments to substitute all references to AONIA with
corresponding references to the RBA Recommended Rate.
RBA Recommended Rate means, in respect of any relevant day (including any day
"i"), the rate (inclusive of any spreads or adjustments) recommended as the
replacement for AONIA by the Reserve Bank of Australia (which rate may be
produced by the Reserve Bank of Australia or another administrator) and as
provided by the Administrator of that rate or, if that rate is not provided by
the Administrator thereof, published by an authorised distributor in respect
of that day.
Relevant Period means any Interest Period, Demand Loan Interest Period,
Collection Period, Calculation Period or any other period for which
calculation or determination of the Bank Bill Rate is required under any
Programme Document.
Supervisor means, in respect of an Applicable Benchmark Rate, the supervisor
or competent authority that is responsible for supervising that Applicable
Benchmark Rate or the Administrator of that Applicable Benchmark Rate, or any
committee officially endorsed or convened by any such supervisor or competent
authority that is responsible for supervising that Applicable Benchmark Rate
or the Administrator of that Applicable Benchmark Rate.
Supervisor Recommended Rate means the rate formally recommended for use as the
temporary replacement for the BBSW Rate by the Supervisor of the BBSW Rate.
Temporary Disruption Trigger means, in respect of any Applicable Benchmark
Rate which is required for any determination:
(a) the Applicable Benchmark Rate has not been
published by the applicable Administrator or an authorised distributor and is
not otherwise provided by the Administrator, in respect of, on, for or by the
time and date on which that Applicable Benchmark Rate is required; or
(b) the Applicable Benchmark Rate is published or
provided but the Trust Manager determines that there is an obvious or proven
error in that rate.
10. The following definitions have been amended to read as follows
in the amended Definitions Schedule annexed to the Amending Deed:
Bank Bill Rate or 30 day Bank Bill Rate means, in respect of any Relevant
Period, the BBSW Rate in respect of that Relevant Period or such other rate as
applies in relation to that Relevant Period in accordance with the definition
of "BBSW and AONIA Benchmark Rate Fallback" in this deed.
These amendments took effect on the Effective Date.
General
11. Copies of the Amending Deed are available during normal
business hours on any weekday (Saturdays, Sundays and public holidays
excepted) from the specified offices of the Covered Bond Paying Agent and the
Issuer as set out below, upon prior written request and proof of holding to
the satisfaction of the Covered Bond Paying Agent:
Covered Bond Paying Agent
Deutsche Bank AG, Hong Kong Branch
Level 60
International Commerce Centre
1 Austin Road West
Kowloon, Hong Kong
The Issuer
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
Australia
12. Any queries in relation to the matters set out in this notice should
be directed to:
Head of Group Funding
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
Australia
Telephone: +61 3 8655 5683
Email: funding@anz.com (mailto:funding@anz.com)
This notice is given by:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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