REG - Macquarie Group Ltd - Issue of Debt - MGL

MacquarieAnnouncement

07/03/2018 07:00

RNS Number : 9398G
Macquarie Group Ltd
07 March 2018
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the PD Debt Instruments has led to the conclusion that: (i) the target market for the PD Debt Instruments is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the PD Debt Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the PD Debt Instruments (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the PD Debt Instruments (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The PD Debt Instruments are not intended to be offered, sold or otherwise made available to and, with effect from such date, 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 MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), 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 Directive (as defined below). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the PD Debt Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the PD Debt Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
FINAL TERMS DATED 1 MARCH 2018 MACQUARIE GROUP LIMITED
(ABN 94 122 169 279)
(incorporated with limited liability in the Commonwealth of Australia) Issue of
500,000,000 Fixed-to-Floating Rate Unsubordinated PD Debt Instruments due 5 March 2025 U.S.$10,000,000,000 DEBT INSTRUMENT PROGRAMME
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions ("Conditions") set forth in the Base Prospectus dated 14 June 2017 and the supplements to such Base Prospectus dated 14 November 2017 and 27 November 2017 (together, "Supplements to the Base Prospectus")which together constitute a Base Prospectus (the "Base Prospectus") for the purposes of Article 5.4 of Directive (2003/71/EC, as amended) (the "Prospectus Directive"). This document constitutes the final terms of a Tranche of PD Debt Instruments described herein ("PD Debt Instruments") for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented.
Full information on the Issuer and the offer of the PD Debt Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the Supplements to the Base Prospectus have been published on the website of the London Stock Exchange in accordance with Article 14 of the Prospectus Directive and are available for viewing on the internet site www.macquarie.com.au/mgl/au/about-macquarie-group/investor-relations/debt- investors/unsecured-funding/mbl-banking/mbl-debt-programs and during normal business hours copies may be obtained from the offices of the I&P Agent, Citibank, N.A., London Branch at c/o Citibank, N.A., Dublin Branch, Ground Floor, 1 North WallQuay, Dublin 1, Ireland.
1. Issuer: Macquarie GroupLimited
(LEI Number ACMHD8HWFMFUIQQ8Y590)

2. (i) SeriesNumber NotApplicable
(ii) TrancheNumber 1
3. SpecifiedCurrency: Euro("")
4. AggregateNominalAmount: 500,000,000
5. IssuePrice: 99.342% of the Aggregate NominalAmount
6. SpecifiedDenominations: 100,000 and integral multiples of 1,000 in excess
thereof up to and including 199,000. No PD Debt Instruments in definitive form will be issued with a denomination above 199,000
7. (i) Issue/DepositDate: 5 March2018
(ii) InterestCommencementDate: IssueDate
8. MaturityDate: 5 March2025
9. InterestBasis: Fixed/FloatingRate
1.25% per annum Fixed Rate from (and including) the Issue Date to (but excluding) the Interest Basis Conversion Date
3 month EURIBOR plus 0.839% per annum Floating Rate from (and including) the Interest Basis Conversion Date to (but excluding) the MaturityDate
(further particulars specified below)
10. Default Interest(Condition5.5(d)): NotApplicable
11. RedemptionBasis: Redemption atpar
12. Change ofInterestBasis: Applicable if and only to the extent the PDDebt
Instruments are not redeemed on the Interest Basis Conversion Date. See paragraph 9 above and paragraph 17 below.
13. Put /CallOptions: Issuer Call (see paragraph 18below)
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate PD DebtInstrument Provisions:

Applicable during the period from (and including) the Issue Date to (but excluding) the Interest Basis Conversion Date (see paragraph 17 below)

(i) InterestRate(s): 1.250% per annum payable annually inarrear
(ii) InterestPaymentDate(s): 5 March in each year from and including 5 March 2019
up to and including the Interest Basis Conversion Date
(iii) FixedCouponAmount: 1,250 per100,000
(iv) BrokenAmount: NotApplicable
(v) DayCountFraction: Actual/Actual(ICMA)
(i)

(vi) BusinessDayConvention Following Business DayConvention
(vii) InterestDeterminationDates: NotApplicable

15. Floating Rate PD DebtInstrument Provisions:

Applicable during the period from (and including) the Interest Basis Conversion Date to (but excluding) the Maturity Date (see paragraph 18 below)

(i) InterestPeriods: The Interest Period shall be each period from (andincluding) each Interest Payment Date to (but excluding) the following Interest Payment Date provided that the first Interest Period shall be from (and including) the Interest Basis Conversion Date to (but excluding) the next Interest PaymentDate
(ii) InterestPaymentDate(s): 5 June 2024, 5 September 2024, 5 December 2024andthe MaturityDate
(iii) BusinessDayConvention: Modified Following Business DayConvention
(iv) RelevantFinancialCentre: Brussels

(v) Manner in which the Interest Rate(s) are to bedetermined:

Screen Rate Determination


(vi) Party responsible forcalculating the Interest Rate(s) and Interest Amount(s):

Calculation Agent: Citibank N.A., London Branch.

(vii) ISDADetermination: NotApplicable
(viii) ScreenRateDetermination: Applicable ReferenceRate: 3 monthEURIBOR
InterestDeterminationDates: Second day on which the TARGET 2 System is open
prior to the first day of each Interest Period
RelevantScreenPage: Reuters Screen Page: EURIBOR01 (or any substitute
page of Reuters or any other successor)
RelevantTime: 11:00am Brusselstime
ReferenceBanks: None specified (Condition 5.7 willapply)
PrincipalFinancialCentre: London
(ix) Margin: Plus 0.839% perannum
(x) MinimumInterestRate: NotApplicable
(xi) Maximum InterestRate: NotApplicable
(xii) DayCountFraction: Actual/360(ICMA)
(xiii) FallbackInterestRate: NotApplicable
(xiv) RepresentativeAmount: NotApplicable

16. Zero Coupon PD Debt Instrument Provisions:

Not Applicable

17. Fixed/Floating Rate Interest Basis Provisions:

Applicable

(i) FirstInterestBasis: Fixed Rate in accordance with paragraph 14 above and
Condition 5.4
(ii) SecondInterestBasis: Floating Rate in accordance with paragraph15above and Condition5.4
(iii) Interest BasisConversionDate: 5 March2024
PROVISIONS RELATING TO REDEMPTION

18. Redemption at Issuer's option (Call):

Condition 6.2 is applicable - option to redeem can only be exercised on the Interest Basis ConversionDate

(i) Early RedemptionAmount(Call): 100% of the principal amount of the PD DebtInstruments
together with accrued interest (if any) thereon
(ii) If redeemableinpart: Redemption at Issuer's option is permitted in respect of
all or some only of the PD Debt Instruments (provided that the amount redeemed in respect of each PD Debt Instrument shall be at least the Specified Denomination or a multiplethereof)
(iv) Noticeperiod: Minimum:30days Maximum: 60days

19. Redemption at PD Debt Instrument Holder's option(Put):

Not Applicable


20. Final Redemption Amount ofeach PD DebtInstrument:

Not Applicable

21. Early RedemptionAmount

(i) Early Redemption Amount (Tax) (Condition6.4):

Outstanding principal amount together with accrued interest (if any) thereon of the PD Debt Instruments.


(ii) Early Redemption Amount (Default) (Condition9.1):

Outstanding principal amount together with accrued interest (if any) thereon of the PD Debt Instruments.

GENERAL PROVISIONS APPLICABLE TO THE PD DEBT INSTRUMENTS
22. Form of PD DebtInstrument:
(i) Form: Bearer (Condition1.1).
Temporary Global PD Debt Instrument exchangeable for a Permanent Global PD Debt Instrument upon certification as to non-US beneficial ownership no earlier than 40 days after the completion of distribution of the PD Debt Instruments as determined by the Issuing and Paying Agent, which is exchangeable for Definitive PD Debt Instruments in certain limitedcircumstances.
(ii) Type: Fixed / Floating Interest Rate Basis PD DebtInstrument
23. AdditionalBusinessCentre: London, New York, Sydney andTARGET2
1.

24. Talons for future Coupons to be attached to Definitive PD Debt Instruments (and dates on which such Talonsmature):

Not Applicable

25. Governinglaw: The laws of New SouthWales
26. Placefornotices: Condition 18.1 willapply
27. PublicOffer: NotApplicable
DISTRIBUTION
28. U.S.SellingRestrictions: TEFRA: DRules

29. Prohibition of Sales of EEARetail Investors:

Applicable

CONFIRMED
MACQUARIE GROUP LIMITED

By:

Angus Cameron - Executive Director

Authorised Person

PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TOTRADING
(i) Listing: Application will be made for the PD DebtInstrumentsto be listed on the Official List of the UK Listing Authority with effect from 5 March2018
(ii) Admissiontotrading: Application will be made for the PD Debt Instruments to
be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from 5 March 2018
2. RATINGS
CreditRatings: The PD Debt Instruments to be issued are expectedto be rated by the following ratingagencies:
S&P Global Ratings AustraliaPtyLtd: BBB Moody's Investors Service Pty Limited: A3
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THEISSUE
Save for the fees payable to Citigroup Global Markets Limited, HSBC Bank plc, ING Bank N.V., Macquarie Bank International Limited, Westpac Banking Corporation and Lloyds Bank plc as Dealers (as generally discussed in "Subscription and Sale" on pages 135 to 144 of the Base Prospectus dated 14 June 2017), so far as the Issuer is aware, no person involved in the offer of the PD Debt Instruments has an interest material to theoffer.
4. TOTALEXPENSES
TotalExpenses 3,650(listing)
5. YIELD (Fixed Rate PD Debt Instrumentsonly)
Indicationof yield: 1.365%
6. OPERATIONALINFORMATION
ISINCode: XS1784246701
CommonCode: 178424670
CUSIP: NotApplicable
CMUinstrumentnumber: NotApplicable

Any clearing system(s) other than Euroclear Bank S.A./N.V., and Clearstream Banking S.A. or the CMU Service and the relevant identification number(s):

Not Applicable

Delivery: Delivery againstpayment

Issuing andPayingAgent: Citibank, N.A.,LondonBranch CMULodgingAgent: NotApplicable
Registrar: NotApplicable
TransferAgent: NotApplicable
CommonDepositary: Citibank, N.A., LondonBranch

Place of delivery of DefinitivePD DebtInstruments:

See Clause 4.5(a)(v) of Agency Agreement

This information is provided by RNS
The company news service from the London Stock Exchange
END
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