REG - Bank of Queensland - BOQ EMTN – Programme Update 2022
02/05/2023 07:15
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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
(http://www.esma.europa.eu/page/Listregisteredandcertified-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 "£" and "Sterling" are
to the currency of the United Kingdom and to "euro", "EUR" and "€" 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
(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
(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
(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
(https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-information/boq-interim-report-1h23-report-final.pdf)
)
(https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-information/boq-interim-report-1h22-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
(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
(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
(#_ftn1) )) 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 £100,000 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
€100,000 (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 €100,000 (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 Officer of
the Bank on 27 March 2023 for a period up to December 2024, following his role
BA/LLB as Executive Chairman.
Managing Director and Chief Executive Officer 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 as its
Chairman on 27 March 2023.
B Bus, M Com, SF Fin
Mr Negus brings more than 30 years of finance industry experience in Asia,
Chairman 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 2014.
B Econ, MBA, FAICD, FICA Mr Carter was a founding Managing Partner of Ferrier Hodgson South Australia,
a corporate advisory and restructuring business and has worked across a number
Non-Executive Independent Director 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 2015.
B.Comm, CPA, FAICD Ms Penrose is an experienced non-executive director and banker. As a banker,
Ms Penrose has 20 years of experience leading businesses within Commonwealth
Non-Executive Independent Director 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 board
experience across media, technology and e-commerce. She has built and led
Non-Executive Independent Director 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 August 2021.
B.Sc(Hons), MPA, MAICD 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
Non-Executive Independent Director 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 experience across
leading financial services institutions in Australia and abroad. Currently, Dr
Non-Executive Independent Director 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
An 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 (#_ftn2) ))
[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
(#_ftn3) ))
[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 (#_ftn4)
))
[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 (#_ftn5) ))
[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 (#_ftn6) ))
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
(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
(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 with [ ] on
single Series: [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 and Relevant Financial Centre: Reference Rate: [ ] month [ ]
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)
· SONIA Observation Method: [Lag/Lock-out/Observation Shift/Not Applicable](( 7 (#_ftn7) ))
· SONIA Observation Look‑Back: [[[ ] [London Banking/U.S. Government Securities Business]
Day s [Not Applicable](( 8 (#_ftn8) ))
· SOFR Observation Shift Period: [[ ] U.S. Government Securities Business Day s /Not Applicable](( 9
(#_ftn9) ))
· Index Determination: [Applicable/Not Applicable]
· 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 [ ] per Calculation Amount
for taxation 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 Yes/No
(and dates 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 Official List and for [Application has been made by the Issuer (or on its behalf) for the Notes to
admission to trading [has been / is expected to be] made: be admitted to trading on [the London Stock Exchange's main market and 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 Euroclear Bank SA/NV and [Not Applicable/ ]
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 Investors: [Applicable/Not Applicable]
(iii) Prohibition of Sales to UK Retail Investors: [Applicable/Not Applicable]
(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
(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
(http://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 (#_ftnref1) )) 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 (#_ftnref2) )) 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 (#_ftnref3) )) 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 (#_ftnref4) )) 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 (#_ftnref5) )) 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 (#_ftnref6) )) 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 (#_ftnref7) )) Only relevant for Floating
Rate Notes which specify the Reference Rate as being "Compounded Daily SONIA"
(( 8 (#_ftnref8) )) Only relevant for Floating
Rate Notes which specify the Reference Rate as being "Compounded Daily SONIA"
(( 9 (#_ftnref9) )) Only relevant for Floating
Rate Notes which specify the Reference Rate as being "Compounded Daily SOFR"
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