REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 7
15/06/2016 07:05
- Part 7: For the preceding part double click ID:nRSO2097Bf
Exchange, a Transfer Agent in
London;
(d) a Registrar maintaining the Register in such city as is specified in the relevant Final Terms; and
(e) a Paying Agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European
Council Directive 2003/48/EC (as may be amended) or any other European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying
with, or introduced in order to conform to, such Directive.
Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, 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 PD Debt Instrument Holders in accordance with Condition 18.
15 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 I&P 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 PD Debt Instrument to which it appertains) a further Talon,
subject to the provisions of Condition 10. Each Talon shall, for the purposes of these 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.
16 Modification and waiver
16.1 Meetings of PD Debt Instrument Holders
The Agency Agreement contains provisions for convening meetings of the PD Debt Instrument Holders to consider any matter
affecting their interests, including the modification by Extraordinary Resolution of any of these Conditions or any of the
provisions of the Agency Agreement. The quorum at any meeting for passing an Extraordinary Resolution will be two or more
persons present holding or representing in the aggregate at least 51% in principal amount of the PD Debt Instruments for
the time being outstanding except that at any meeting the business of which includes the modification of certain of these
Conditions the necessary quorum for passing an Extraordinary Resolution will be two or more persons present holding or
representing in the aggregate at least 75% in principal amount of the PD Debt Instruments for the time being outstanding,
or at any adjourned meeting two or more persons present whatever the principal amount of the PD Debt Instruments held or
represented by them, except that at any adjourned meeting, the business of which includes the modification of certain of
these Conditions, the necessary quorum for passing an Extraordinary Resolution will be two or more persons present holding
or representing in the aggregate not less than 51% of the principal amount of the PD Debt Instruments for the time being
outstanding. An Extraordinary Resolution passed at any meeting of the PD Debt Instrument Holders will be binding on all PD
Debt Instrument Holders, whether or not they are present at the meeting, and on all Couponholders.
16.2 Modification and Waiver
The Issuer may, without the consent of the PD Debt Instrument Holders or Couponholders, make any modification of any of
these Conditions or any of the provisions of the Agency Agreement which is not materially prejudicial to the interests of
the PD Debt Instrument Holders or to any modification which is of a formal, minor or technical nature or to correct a
manifest error.
16.3 Notification
Any modification, waiver or authorisation shall be binding on the PD Debt Instrument Holders and the Couponholders and any
modification shall be notified by the Issuer to the PD Debt Instrument Holders as soon as practicable thereafter in
accordance with Condition 18.
17 Substitution
17.1 Substitution
The Issuer may, without the consent of the relevant PD Debt Instrument Holders, substitute any of the Issuer's wholly owned
Subsidiaries for the Issuer as the principal debtor in respect of all obligations arising from or in connection with the
relevant PD Debt Instruments ("Relevant PD Debt Instruments") ("Substituted Issuer"). The Issuer may only do this if:
(a) the Substituted Issuer assumes all of the obligations of the Issuer under the Relevant PD Debt Instruments
and (if applicable) the Agency Agreement and the Master Deed of Covenant;
(b) the Issuer unconditionally and irrevocably guarantees the obligations to be assumed by the Substituted
Issuer;
(c) the Substituted Issuer has obtained all necessary authorisations to assume such obligations;
(d) the Substituted Issuer has, if necessary, appointed an agent for the service of process in New South Wales or
England (as the case may be);
(e) there have been delivered to the I&P Agent opinions of lawyers of recognised standing in:
(i) New South Wales and Australia or England (as the case may be); and
(ii) the place of incorporation of the Substituted Issuer,
which are collectively to the effect that:
(iii) the matters referred to in paragraphs (a), (b) and (c) above have been satisfied;
(iv) the Substituted Issuer is validly existing;
(v) the obligations assumed by the Substituted Issuer are valid and binding on it;
(vi) the substitution is not in breach of any law or regulation or the constitution of the Substituted Issuer;
and
(vii) the choice of governing law and submission to jurisdiction are valid; and
(f) the Relevant PD Debt Instruments continue to have a credit rating from at least one internationally
recognised rating agency at least equal to the relevant rating from that rating agency immediately prior to the
substitution.
17.2 Notice
The Substituted Issuer must give notice of any substitution made under this Condition 17 to the relevant PD Debt Instrument
Holders in accordance with Condition 18. The notice must provide the contact details of the Substituted Issuer for the
purposes of receiving notices under Condition 18.
17.3 Effective Date
A substitution under this Condition 17 takes effect on and from the date specified in the notice given under Condition 17.2
("Effective Date"), which must be a date not earlier than the date on which the notice is given.
17.4 Effect of substitution
On, and with effect from, the Effective Date:
(a) the Substituted Issuer shall assume all of the obligations of the Issuer with respect to the Relevant PD Debt
Instruments (whether accrued before or after the Effective Date);
(b) the Issuer shall be released from all of its obligations as principal debtor under the Relevant PD Debt
Instruments; and
(c) any reference in the Conditions of the Relevant PD Debt Instruments to:
(i) the Issuer shall from then on be deemed to refer to the Substituted Issuer; and
(ii) the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed
to refer to the country of domicile or residence for tax purposes of the Substituted Issuer.
17.5 No regard to consequences of substitution
In connection with any substitution effected pursuant to this Condition 17, neither the Issuer nor any Substituted Issuer
need have any regard to the consequences of any such substitution for individual PD Debt Instrument Holders resulting from
their being for any purpose domiciled or resident in, or otherwise connected with or subject to the jurisdiction of, any
particular territory and no PD Debt Instrument Holder shall be entitled to claim from the Issuer or any Substituted Issuer
under the PD Debt Instruments any indemnification or payment in respect of any tax or other consequences arising from such
substitution.
18 Notices
18.1 Bearer PD Debt Instruments
All notices regarding Bearer PD Debt Instruments shall be published in a leading English language daily newspaper of
general circulation in the place specified in the relevant Final Terms or, so long as those PD Debt Instruments are listed
on a stock exchange, shall be published in accordance with the rules of that stock exchange. If, and for so long as,
Bearer PD Debt Instruments are listed on the Official List and admitted to trading on the Market, notices may also be
published via the Regulatory News Service of the London Stock Exchange at
www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. Any such notice will be deemed to have been
given on the date of the first publication or, where required to be published in more than one newspaper, on the date of
the first publication in all the required newspapers. Couponholders shall be deemed for all purposes to have notice of any
notice given to PD Debt Instrument Holders in accordance with this Condition.
Notices to be given by any Bearer PD Debt Instrument Holder shall be in writing and given by lodging the same, together
with the relative Bearer PD Debt Instrument or Bearer PD Debt Instruments with the Issuer.
18.2 Registered PD Debt Instruments
All notices regarding the Registered PD Debt Instruments will be valid if sent by first class mail (or equivalent) or (if
posted to an overseas address) by air mail to the Registered PD Debt Instrument Holder (or, in the case of joint PD Debt
Instrument Holders, to the first-named in the Register) at their respective addresses as recorded in the Register, and will
be deemed to have been validly given on the fourth day after the date of such mailing or, if posted from another country,
on the fifth such day.
So long as Registered PD Debt Instruments are listed on a stock exchange, notices shall also be published in accordance
with the rules of that stock exchange. If, and for so long as, Registered PD Debt Instruments are listed on the Official
List and admitted to trading on the Market, notices may also be published via the Regulatory News Service of the London
Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. Any such notice will be
deemed to have been given on the date of the first publication or, where required to be published in more than one
newspaper, on the date of the first publication in all the required newspapers.
Notices to be given by any Registered PD Debt Instrument Holder shall be in writing and given by lodging the same, together
with the relative Registered PD Debt Instrument or Registered PD Debt Instruments with the Issuer and (if certificated)
with the Registrar.
19 Governing law and jurisdiction
19.1 Governing law
The Agency Agreement is governed by, and shall be construed in accordance with, New South Wales law.
The PD Debt Instruments and the Coupons are governed by, and shall be construed in accordance with, the laws of New South
Wales or English law, as specified in the relevant Final Terms.
19.2 Jurisdiction of the courts of New South Wales
If the relevant Final Terms specify that the PD Debt Instruments and Coupons are governed by, and construed in accordance
with, New South Wales law, this Condition 19.2 applies.
The courts of New South Wales are to have jurisdiction to settle any disputes which may arise out of or in connection with
the PD Debt Instruments and accordingly any legal action or proceedings arising out of or in connection with the PD Debt
Instruments ("Proceedings") may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of the
courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the
Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of each PD Debt
Instrument Holder and shall not limit the right of any of them to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any
other jurisdiction (whether concurrently or not).
19.3 Jurisdiction of the courts of England
If the relevant Final Terms specify that the PD Debt Instruments and Coupons (and any non-contractual obligations arising
out of or in connection therewith) are governed by, and construed in accordance with, English law, this Condition 19.3
applies.
(a) The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection
with (including any non-contractual obligations arising out of or in connection therewith) the PD Debt Instruments and
accordingly any legal action or proceedings arising out of or in connection with the PD Debt Instruments ("Proceedings")
may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection
to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an
inconvenient forum. These submissions are made for the benefit of each PD Debt Instrument Holder and shall not limit the
right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings
in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).
(b) The Issuer irrevocably appoints Macquarie Bank Limited, London Branch whose registered office is currently at
Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HD, United Kingdom as its agent in England to receive service of process
in any Proceedings in England based on the PD Debt Instruments. If for any reason the Issuer does not have such an agent
in England, it will promptly appoint a substitute process agent and notify the PD Debt Instrument Holders of such
appointment in accordance with Condition 18. Nothing herein shall affect the right to serve process in any other manner
permitted by law.
7. Form of PD Debt Instruments
The following provides a description of the forms of PD Debt Instruments that may be issued by the Issuer under the
Programme, briefly sets out certain information relating to clearing systems and settlement of PD Debt Instruments and a
summary of certain terms which apply to the PD Debt Instruments while they are held in global form by the clearing systems,
some of which include minor and/or technical modifications to the terms and conditions of the PD Debt Instruments set out
in this Base Prospectus.
Each Tranche of PD Debt Instruments will be represented upon issue by:
(a) if such PD Debt Instruments are in bearer form or if definitive PD Debt Instruments are to be made available
to PD Debt Instrument Holders, a temporary global debt instrument in bearer form without coupons or talons ("Temporary
Global PD Debt Instrument") which will be deposited:
(i) in the case of a Tranche intended to be cleared through Euroclear Bank S.A./N.V. ("Euroclear") and/or
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or another clearing system on the Issue Date, with a
depositary or common depositary ("Common Depositary") on behalf of Euroclear and/or Clearstream, Luxembourg and/or another
clearing system;
(ii) in the case of a Tranche intended to be cleared through the Central Moneymarkets Unit Service ("CMU
Service") on the Issue Date, with a sub-custodian for the CMU Service; or
(iii) in the case of a Tranche intended to be cleared through a clearing system other than Euroclear or
Clearstream, Luxembourg or the CMU Service, as agreed between MGL and the relevant Dealer(s),
and will be exchangeable as set out below; or
(b) PD Debt Instruments in registered form.
Tranches of PD Debt Instruments within a particular Series may have various issue dates, issue prices and interest
commencement dates and, in respect of the first interest payment (if any), different interest payment amounts, but will
otherwise be issued on identical terms and conditions. Subject to the following provisions of this paragraph, the PD Debt
Instruments of each Series are intended to be fungible with all other PD Debt Instruments of that Series. However, in
certain circumstances, PD Debt Instruments of a particular Tranche may not be nor become fungible with PD Debt Instruments
of any other Tranche or Tranches forming part of the same Series until a specified time following the issue thereof, all as
described in the relevant Final Terms (if any) or (in other cases) as agreed between MGL and the relevant Dealer(s).
PD Debt Instruments in bearer form are exchangeable for PD Debt Instruments in registered form but PD Debt Instruments in
registered form are not exchangeable for PD Debt Instruments in bearer form.
Where PD Debt Instruments in registered form are to be issued in respect of a particular Tranche, no certificate or other
evidence of title will be issued unless MGL determines that certificates should be available or it is required to do so
pursuant to any applicable law or regulation. PD Debt Instruments in registered form which are held (i) in Euroclear
and/or Clearstream, Luxembourg and/or any other relevant clearing system will be registered in the name of a depositary or
a common depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, or (ii) through
the CMU Service will be registered in the name of a nominee for the Hong Kong Monetary Authority, in its capacity as
operator of the CMU Service.
No interest is payable in respect of a Temporary Global PD Debt Instrument, except as provided below. Upon deposit of a
Temporary Global PD Debt Instrument or a permanent global debt instrument in bearer form ("Permanent Global PD Debt
Instrument") (each a "Global PD Debt Instrument") with the Common Depositary or, in the case of PD Debt Instruments cleared
through the CMU Service, with a sub-custodian for the CMU Service, Euroclear or Clearstream, Luxembourg (or any other
relevant clearing system) or, in the case of PD Debt Instruments cleared through the CMU Service, the CMU Service, will
credit each subscriber with a principal amount of PD Debt Instruments equal to the principal amount thereof for which it
has subscribed and paid.
Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg or the CMU Service (and/or any other
relevant clearing system) as the holder of a PD Debt Instrument represented by a Global PD Debt Instrument must look solely
to Euroclear or Clearstream, Luxembourg or the CMU Service (and/or any other relevant clearing system) (as the case may be)
for its share of each payment made by MGL to the bearer of such Global PD Debt Instrument and in relation to all other
rights arising under the Global PD Debt Instruments, subject to and in accordance with the respective rules and procedures
of Euroclear and/or Clearstream, Luxembourg or the CMU Service (and/or any other relevant clearing system). Such persons
shall have no claim directly against MGL in respect of payments due on the PD Debt Instruments for so long as the PD Debt
Instruments are represented by such Global PD Debt Instrument and such obligations of MGL will be discharged by payment to
the bearer of such Global PD Debt Instrument in respect of the amount so paid. The Global PD Debt Instruments contain
provisions which apply to the PD Debt Instruments while they are in global form, some of which modify the effect of the
terms and conditions of the PD Debt Instruments set out in this Base Prospectus. The following is a summary of certain of
those provisions.
1 Exchange
Each Temporary Global PD Debt Instrument is exchangeable (at the cost and expense of MGL) on or after its Exchange Date (as
defined below) for a Permanent Global PD Debt Instrument, Bearer PD Debt Instruments in definitive form ("Definitive PD
Debt Instruments") or for Registered PD Debt Instruments upon certification as to non-U.S. beneficial ownership in the form
set out in the Temporary Global PD Debt Instrument. Each Permanent Global PD Debt Instrument is exchangeable in whole or
in part (if so specified in the relevant Permanent Global PD Debt Instrument) at any time for Registered PD Debt
Instruments or on or after its Exchange Date in whole but not in part (at the cost and expense of MGL) for the
corresponding Definitive PD Debt Instruments as described below at the option and cost and expense of MGL when:
(a) Euroclear and/or Clearstream, Luxembourg (and/or any other relevant clearing system) and, in the case of PD
Debt Instruments cleared through the CMU Service, the CMU Service, is closed for business for a continuous period of 14
days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or
does in fact do so; and
(b) in each case:
(i) no alternate clearing system succeeds, and performs the obligations under the Global PD Debt Instrument of,
the clearing system that is so closed, makes such announcement or permanently ceases business; or
(ii) the alternate clearing system is not the holder of the Global PD Debt Instrument; or
(iii) accountholders with the clearing system that is so closed, makes such announcement or permanently ceases
business, and that have an interest in the Global PD Debt Instrument do not agree to become, and do not become,
accountholders with the alternate clearing system.
In addition, any PD Debt Instrument Holder may, by a Default Notice (as defined below), require exchange of that part of a
Permanent Global PD Debt Instrument representing such PD Debt Instrument Holder's entitlement for Definitive PD Debt
Instruments or Registered PD Debt Instruments.
Such exchange shall take place on or after the Exchange Date (as defined below).
"Exchange Date" means:
(i) in relation to a Temporary Global PD Debt Instrument, the day falling after the expiry of 40 days after the
completion of the distribution of the relevant Tranche, as determined and certified to MGL and each Dealer in respect of
the relevant Tranche by the I&P Agent (being Deutsche Bank AG, London Branch or any of its successors in such capacity) or,
in the case of PD Debt Instruments cleared through the CMU Service, the CMU Lodging Agent (being Deutsche Bank AG, Hong
Kong Branch or any of its successors in such capacity); and
(ii) in relation to a Permanent Global PD Debt Instrument, a day falling not less than 60 days, or in the case of
an exchange for Registered PD Debt Instruments 5 days, or in the case of exchange following the giving of a Default Notice
30 days, after that on which the notice requiring exchange is given by the PD Debt Instrument Holder to the I&P Agent or,
in the case of PD Debt Instruments cleared through the CMU Service, the CMU Lodging Agent and on which banks are open for
business in the cities in which the specified offices of the I&P Agent or, in the case of PD Debt Instruments cleared
through the CMU Service, the CMU Lodging Agent (and, if applicable, any registrar (the "Registrar")) and the relevant
clearing system are located.
In exchange for a Permanent Global PD Debt Instrument, MGL will deliver or procure the delivery of, an equal aggregate
principal amount of duly executed and authenticated Definitive PD Debt Instruments (and/or, where applicable, Registered PD
Debt Instruments) corresponding thereto (having attached to them all Coupons in respect of principal and interest which has
not already been paid on such Permanent Global PD Debt Instrument and, where applicable, a Talon), security printed in
accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the
schedule to the Agency Agreement. On exchange in full of the Permanent Global PD Debt Instrument, such Permanent Global PD
Debt Instrument will be cancelled.
2 Payments
No interest shall be payable in respect of a Temporary Global PD Debt Instrument unless (a) upon due presentation of a
Temporary Global PD Debt Instrument for exchange (including, except in the case of exchange for Registered PD Debt
Instruments, certification as to non-U.S. beneficial ownership), delivery of a Permanent Global PD Debt Instrument (or, as
the case may be, an interest therein), Definitive PD Debt Instruments or Registered PD Debt Instruments is improperly
withheld or refused and such withholding or refusal is continuing at the relevant payment date; or (b) the term of the
Temporary Global PD Debt Instrument is one year or less.
Any payment due in respect of a Temporary Global PD Debt Instrument or a Permanent Global PD Debt Instrument will be made
to each of Euroclear and/or Clearstream, Luxembourg (and/or other relevant clearing system) or, in the case of PD Debt
Instruments cleared through the CMU Service, the CMU Service, in respect of the portion of the Global PD Debt Instrument
held for its account. Payments of principal and interest in respect of PD Debt Instruments represented by a Permanent
Global PD Debt Instrument will be made (a) against presentation for endorsement and (b) if no further payment falls to be
made in respect of the PD Debt Instruments represented thereby, surrender of such Permanent Global PD Debt Instrument to,
or to the order of, the I&P Agent or, in the case of PD Debt Instruments cleared through the CMU Service, the CMU Lodging
Agent. A record of each payment so made will be endorsed in the appropriate schedule to the relevant Permanent Global PD
Debt Instrument, which endorsement will be prima facie evidence that such payment has been made in respect of the PD Debt
Instruments.
3 Notices
So long as the PD Debt Instruments of any Series are represented by a Permanent Global PD Debt Instrument and such
Permanent Global PD Debt Instrument is held on behalf of a clearing system, notices to a PD Debt Instrument Holder whose PD
Debt Instruments are represented by such Permanent Global PD Debt Instrument may be given by delivery of the relevant
notice to that clearing system for communication by it to entitled account holders in substitution for publication as
required by the Conditions and, so long as the PD Debt Instruments of any Series are listed on a stock exchange, such
notices to PD Debt Instrument Holders shall be published in accordance with the rules of that exchange. If that stock
exchange is the London Stock Exchange and the rules of that exchange so require, notices to PD Debt Instrument Holders
whose PD Debt Instruments are listed may be given by publication of the notice in a daily newspaper with general
circulation in Europe (expected to be the Financial Times). If, and for so long as, PD Debt Instruments of a Series are
listed on the Official List and admitted to trading on the Market, notices may also be published via the Regulatory News
Service of the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
4 Prescription
Claims against MGL in respect of principal and interest on the PD Debt Instruments of any Series while such PD Debt
Instruments are represented by a Permanent Global PD Debt Instrument will become void unless presented for payment within a
period of ten years (in the case of principal) and five years (in the case of interest) from the appropriate due date.
5 Meetings
The holder of a Permanent Global PD Debt Instrument will be treated as being two persons for the purposes of any quorum
requirements of a meeting of PD Debt Instrument Holders whose PD Debt Instruments are represented thereby and, at any such
meeting, as having one vote in respect of each principal amount of PD Debt Instruments equal to the minimum denomination of
the PD Debt Instruments for which such Permanent Global PD Debt Instrument so held may be exchanged.
6 Cancellation
Cancellation of any PD Debt Instrument required by the Conditions to be cancelled following its purchase will be effected
by reduction in the principal amount of the relevant Permanent Global PD Debt Instrument.
7 Redemption at the option of the Issuer
The option of MGL provided for in Condition 6.2 shall be exercised by MGL giving notice to the PD Debt Instrument Holders
in accordance with paragraph 3 above within the time limits set out in and containing the information required by Condition
6.2. In the case of any partial redemption of any Series, the PD Debt Instruments to be redeemed will be selected in
accordance with the rules and procedures of Euroclear, Clearstream, Luxembourg or, in the case of PD Debt Instruments
cleared through the CMU Service, the CMU Service and/or any other relevant clearing system (as the case may be).
8 Redemption at the option of PD Debt Instrument Holders
The option of the PD Debt Instrument Holders provided for in Condition 6.3 may be exercised by the PD Debt Instrument
Holder of the Permanent Global PD Debt Instrument giving notice to the I&P Agent or, in the case of PD Debt Instruments
cleared through the CMU Service, the CMU Lodging Agent, within the time limits relating to the deposit of PD Debt
Instruments with the I&P Agent or, in the case of PD Debt Instruments cleared through the CMU Service, the CMU Lodging
Agent, substantially in the form of the redemption notice available from the I&P Agent or, in the case of PD Debt
Instruments cleared through the CMU Service, the CMU Lodging Agent and stating the principal amount of PD Debt Instruments
in respect of which the option is exercised and at the same time presenting the Permanent Global PD Debt Instrument to the
I&P Agent or, in the case of PD Debt Instruments cleared through the CMU Service, the CMU Lodging Agent for notation
according to the schedule thereto.
9 Direct Enforcement Rights
The holder of any Global PD Debt Instrument may from time to time exercise the right to declare PD Debt Instruments
represented by that Global PD Debt Instrument due and repayable following an event of default in accordance with the
Conditions by stating in a notice ("Default Notice") given to the I&P Agent or, in the case of PD Debt Instruments cleared
through the CMU Service, the CMU Lodging Agent, the principal amount of PD Debt Instruments (which may be less than the
outstanding principal amount hereof) to which such notice relates.
If principal in respect of any PD Debt Instruments is not paid when due (but subject as provided below), the Holder of the
Global PD Debt Instrument may from time to time elect that Direct Rights under the provisions of (and as defined in) a deed
of covenant entered into by MGL in respect of those PD Debt Instruments in favour of the Relevant Account Holders (as
defined in that deed) ("Deed of Covenant") (a copy of which is available for inspection at the specified office of the I&P
Agent or, in the case of PD Debt Instruments cleared through the CMU Service, the CMU Lodging Agent and which MGL
acknowledges to apply to the PD Debt Instruments represented by this Global PD Debt Instrument) shall come into effect in
respect of a principal amount of PD Debt Instruments up to the aggregate principal amount in respect of which one or more
Default Notices have been given. Upon each such Default Notice being given, the Global PD Debt Instrument shall become
void to the extent of the principal amount stated in such Default Notice, save to the extent that the Direct Rights fail to
take effect, for whatever reason.
No such election may however be made on or before an Exchange Date unless the PD Debt Instrument Holder elects in such
notice that the exchange of the PD Debt Instruments to which such election relates shall no longer take place.
8. Form of Retail Final Terms
This section contains the forms of Final Terms that the Issuer will complete when offering any PD Debt Instruments under
the Programme with a denomination of less than E100,000 (or its equivalent in any other currency) under the Retail Base
Prospectus.
This "Form of Retail Final Terms" section forms part of the Retail Base Prospectus only, and does not form part of the
Wholesale Base Prospectus as described under the section entitled "Important Notices- Wholesale Base Prospectus" on page 8
of this Base Prospectus.
(Applicable to PD Debt Instruments with a minimum denomination of less than E100,000 (or its equivalent in another
currency))
FINAL TERMSDATED ●
MACQUARIE GROUP LIMITED
(ABN 94 122 169 279)
(incorporated with limited liability in the Commonwealth of Australia)
Issue of
[Currency and Principal Amount of Tranche]
[Type ofPD Debt Instruments] Unsubordinated Debt Instruments due ●
[Current Programme Limit]
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 ● 2016 [and the supplement s to such Base Prospectus dated ● [and ● ] ( together
"Supplement s to the Base Prospectus")] which together constitute s 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 ("PDDebt 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]. A summary of the PD Debt Instruments (which comprises the summary in the Base Prospectus
as completed to reflect the provisions of these Final Terms) is attached to these Final Terms. The Base Prospectus [and the
Supplement s to the Base Prospectus] has have been published on the website of the London Stock Exchange in accordance with
Article 14 of the Prospectus Directive and is are available for viewing on the internet site
www.macquarie.com/au/about/investors/debt-investors/unsecured-fundingand during normal business hours copies may be obtained
from the offices of [the I&P Agent, Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N
2DB / the CMU Lodging Agent, Deutsche Bank AG, Hong Kong Branch at 52nd Floor, International Commerce Centre, 1 Austin Road
West, Kowloon, Hong Kong].] [[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 ● which are incorporated by reference into the Base
Prospectus dated ● 2016. This document constitutes the final terms of a Tranche of [type of PD Debt Instruments] described
herein ("PD Debt Instruments") for the purposes of Article 5.4 of Directive (2003/71/EC, as amended) (the "Prospectus
Directive") and must be read in conjunction with the Base Prospectus dated ● 2016 [and the supplement s to such Base
Prospectus dated ● [and ● ] ( together "Supplement s to the Base Prospectus")] which together constitute s a base
prospectus (the "Base Prospectus") for the purposes of Article 5.4 of the Prospectus Directive.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]. A summary of the PD Debt Instruments (which comprises the summary in the Base Prospectus as
completed to reflect the provisions of these Final Terms) is attached to these Final Terms. The Base Prospectus [and the
Supplement s to the Base Prospectus] has have been published on the website of the London Stock Exchange in accordance with
Article 14 of the Prospectus Directive and is are available for viewing on the internet site
www.macquarie.com/au/about/investors/debt-investors/unsecured-funding and during normal business hours copies may be obtained
from the offices of [the I&P Agent, Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N
2DB / the CMU Lodging Agent, Deutsche Bank AG, Hong Kong Branch at 52nd Floor, International Commerce Centre, 1 Austin Road
West, Kowloon, Hong Kong].]
1. Issuer: Macquarie Group Limited
2. (i) Series Number: ●
(ii) Tranche Number: ●
[The PD Debt Instruments will be consolidated and form a single series with ● [on the Issue Date / upon exchange of the Temporary Global PD Debt Instrument for interests in the Permanent Global PD Debt Instrument, as referred to in paragraph 24 below, which is expected to occur on or about ● ]
3. Specified Currency [or Currencies]: ●
4. Aggregate Nominal Amount: ●
5. Issue/Deposit Price: ● per cent. of the Aggregate Nominal Amount [plus accrued interest from ● ]
6. Specified Denominations: ●
7. (i) Issue/Deposit Date: ●
(ii) Interest Commencement Date: [ ● / Issue Date]
8. Maturity Date: [ ● / Interest Payment Date falling in or nearest to ● ]
9. Interest Basis: [ ● % Fixed Rate]
[ LIBOR/EURIBOR/BBSW/BKBM/HIBOR/BA-CDOR/SIBOR +/- ● % Floating Rate]
[Fixed / Floating Rate]
[Zero Coupon]
10. Default Interest (Condition 5.5(d)): [ ● / Not Applicable]
11. Redemption Basis: [Redemption at par / ● ]
12. Change of Interest Basis: [Applicable. [Fixed/Floating Rate Interest Basis.] See paragraph 9 above and paragraph 18 below / Not Applicable]
13. Put / Call Options: [Investor Put/ Issuer Call] (see paragraph [19 / 20] below) / [Not Applicable]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate PD Debt Instrument Provisions: [Applicable [in respect of the period from, and including ● , to but excluding ● (see paragraph 18 below)] - See Condition
5.2 / Not Applicable]
(i) Interest Rate: ● per cent. per annum [payable [annually / semi-annually / quarterly / monthly] in arrear]
(ii) Interest Payment Date(s): ● in each year [(adjusted in accordance with the Business Day Convention)] [commencing on ● ]
(iii) Fixed Coupon Amount: ● per ● in Nominal Amount
(iv) Broken Amount: [Initial Broken Amount: ● / Final Broken Amount: ● / Not Applicable]
(v) Day Count Fraction: Actual/365 / Actual/Actual / [Actual/365 (Fixed)] / Actual/360 / 30/360 / 360/360 / [Bond Basis] / 30E/360 /
[30E/360 (ISDA)] / [Australian Bond Basis] / Actual/Actual-ICMA
(vi) Business Day Convention: [Following Business Day Convention / Modified Following Business Day Convention / Preceding Business Day Convention]
(vii) Interest Determination Dates: [ ● / [Not Applicable]]
15. Floating Rate PD Debt Instrument Provisions: [Applicable [in respect of the period from, and including ● , to but excluding ● (see paragraph 18 below)] - see Condition
5.3 / Not Applicable]
(i) Interest Periods: ●
(ii) Interest Payment Date(s): ●
(iii) Business Day Convention: [Floating Rate Convention / Following Business Day Convention / Modified Following Business Day Convention / Preceding Business
Day Convention]
(iv) Relevant Financial Centre(s): [London / Brussels / Sydney / Auckland and Wellington / Hong Kong / Toronto / Singapore]
(v) Manner in which the Interest Rate(s) are to be determined: [ISDA Determination / Screen Rate Determination / BBSW Determination]
(vi) Party responsible for calculating the Interest Rate(s) and Interest Amount(s): Calculation Agent: ●
(vii) ISDA Determination: - [Floating Rate Option:] - [Designated Maturity:] - [Reset Date:] [Applicable / Not Applicable] ● ● ●
(viii) Screen Rate Determination: [Applicable / Not Applicable]
- [Reference Rate:] LIBOR/EURIBOR/BBSW/BKBM/HIBOR/BA-CDOR/SIBOR
- [Interest Determination Date(s):] ●
- [Relevant Screen Page:] ●
- [Relevant Time:] [11.00 a.m. / 10.30 a.m.]
- [Reference Banks:] ●
- [Principal Financial Centre:] [ ● / [Condition [5.3(b)(i) / 5.3(b)(ii)] will apply]]
(ix) Margin: +/- ●
(x) Minimum Interest Rate: ●
(xi) Maximum Interest Rate: ●
(xii) Day Count Fraction: Actual/365 / Actual/Actual / [Actual/365 (Fixed)] / Actual/360 / 30/360 / 360/360 / [Bond Basis] / 30E/360 /
[30E/360 (ISDA)] / [Australian Bond Basis] / Actual/Actual-ICMA
(xiii) Fallback Interest Rate: ●
(xiv) Representative Amount: ●
16. Zero Coupon PD Debt Instrument Provisions: [Applicable / Not Applicable]
(i) Amortisation Yield: [Not Applicable / ● per cent. per annum]
(ii) Accrual Yield: [Not Applicable / ● per cent. per annum]
(iii) Reference Price: [Not Applicable / ● ]
(iv) Day Count Fraction: Actual/365 / Actual/Actual / [Actual/365 (Fixed)] / Actual/360 / 30/360 / 360/360 / [Bond Basis] / 30E/360 /
[30E/360 (ISDA)] / [Australian Bond Basis] / Actual/Actual-ICMA
17. Fixed/Floating Rate Interest Basis Provisions: [Applicable / Not Applicable]
(i) First Interest Basis: [[Fixed Rate / Floating Rate] [in accordance with paragraph 15/16 above and Condition 5.4]
(ii) Second Interest Basis: [[Fixed Rate / Floating Rate] [in accordance with paragraph 15/16 above and Condition 5.4]
(iii) Interest Basis Conversion Date: ●
PROVISIONS RELATING TO REDEMPTION
18. Redemption at Issuer's option (Call): [Not Applicable / Condition 6.2 is Applicable]
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