REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 8
- Part 8: For the preceding part double click ID:nRSO2097Bg
(i) Early Redemption Amount (Call): [Outstanding principal amount / ● ]
(ii) If redeemable in part: [Applicable / ● ]
(iii) Notice period: [Minimum: 30 / ● days ][Maximum: 60 / ● days ]
19. Redemption at PD Debt Instrument holder's option (Put): [Not Applicable / Condition 6.3 is Applicable]
(i) Early Redemption Amount (Put): [Outstanding principal amount / ● ]
(ii) Notice period: [Minimum: 30 / ● ] days ]
[Maximum: 60 / ● ] days ]
20. Final Redemption Amount of each PD Debt Instrument: [Not Applicable / Maturity Redemption Amount: ● ]
21. Early Redemption Amount
(i) Early Redemption Amount (Tax) (Condition 6.4): [Outstanding principal amount / ● ]
(ii) Early Redemption Amount (Default) (Condition 9.1): [Outstanding principal amount / ● ]
GENERAL PROVISIONS APPLICABLE TO THE PD DEBT INSTRUMENTS
22. Form of PD Debt Instrument:(i) Form: [Bearer / Registered][Bearer (Condition 1.1).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 limited circumstances.][Bearer (Condition 1.1)On issue the PD Debt Instruments will be represented by a PD Debt
Instrument in permanent global form, exchangeable for PD Debt Instruments in definitive form in certain limited circumstances.]
(ii) Type: [Fixed Rate PD Debt Instrument / Floating Rate PD Debt Instrument / Fixed/Floating Interest Rate Basis PD Debt Instrument / Zero
Coupon PD Debt Instrument]
23. Additional Business Centre: [ ● / Not Applicable]
24. Talons for future Coupons to be attached to Definitive PD Debt Instruments (and dates on which such Talons mature): [No / Yes, as the PD Debt Instruments have more than 27 coupon payments, Talons may be required if, on exchange into definitive
form, more than 27 coupon payments are still to be made]
25. Governing law: [English law / The laws of New South Wales]
26. Place for notices: [ ● / Condition [18.1 / 18.2] will apply]
27. Public Offer: [Not Applicable] [An offer of the PD Debt Instruments may be made other than pursuant to Article 3(2) of the Prospectus
Directive in [the United Kingdom] Austria Belgium Denmark Finland France Germany Ireland Italy Luxembourg
Spain Sweden [The Netherlands] ("Public Offer Jurisdiction s ") during the period from [(and including)] ● to [(and
including)] ● ("Offer Period") by the/each Dealer and the following financial intermediary(ies):][ . ][Name and address
of financial intermediary(ies):] (together, [with the [Dealer s ], the "Initial Authorised Offerors")]See further Paragraph
7 of Part B below.]
DISTRIBUTION
28. (i) If syndicated, names [and addressed] of Dealers [and underwriting commitments]: [ ● / Not Applicable]
(ii) [Date of Subscription Agreement:] [ ● ]
(iii) Names and addresses of secondary market trading and main terms of commitment: [ ● / Not Applicable]
29. If non-syndicated, name [and address] of Dealer [ ● / Not Applicable]
30. U.S. Selling Restrictions: TEFRA: [Not Applicable / C Rules / D Rules]
CONFIRMED
MACQUARIE GROUP LIMITED
By:
[Authorised Person]
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing Application [has been / will be] made for the PD Debt Instruments to be listed on the Official List of the UK Listing Authority
with effect from ●
(ii) Admission to trading: Application [has been / 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 ●
2. RATINGS
Credit Ratings: [The PD Debt Instruments to be issued have not been rated by any rating agency.] [The PD Debt Instruments to be issued [[have
been rated] / [are expected to be rated]] by the following ratings agency(ies): [Standard and Poor's (Australia) Pty Ltd:
● ][Moody's Investors Service Pty
Limited: ● ][Fitch Australia Pty Ltd:
● ]
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE / OFFER]
Save for the fees payable to ● [and ● ] as a Dealer s (as generally discussed in "Subscription and Sale" on pages 131 to 139 of the Base Prospectus dated ● 2016), so far as the Issuer is aware, no person involved in the offer of the PD Debt Instruments has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS, ESTIMATED TOTAL EXPENSES AND USE OF PROCEEDS
(i) Reasons for the offer: ●
(ii) Estimated net proceeds: ●
(iii) Estimated total expenses: ●
(iv) Use of proceeds: ●
5. YIELD (Fixed Rate PD Debt Instruments only)
Indication of yield: ●
6. HISTORIC INTEREST RATES (Floating Rate PD Debt Instruments only)
[Not Applicable / Details of historic [LIBOR / EURIBOR / BBSW / BKBM / HIBOR / BA-CDOR / SIBOR] rates can be obtained from ● ]
7. OPERATIONAL INFORMATION
ISIN Code: ●
Common Code: ●
CUSIP: ●
CMU instrument number ●
Any clearing system(s) other than Euroclear Bank S.A./N.V., and Clearstream Banking, société anonyme or the CMU Service and the relevant identification number(s): [Not Applicable / Austraclear system / ● ]
Delivery: Delivery [against / free of] payment
Issuing and Paying Agent: [Deutsche Bank AG, London Branch / ● ]
[Additional Paying Agent(s) (if any):] [Not Applicable / ● ]
CMU Lodging Agent [Not Applicable / [Deutsche Bank AG, Hong Kong Branch] / ● ]
Registrar: ●
Transfer Agent: ●
Common Depositary: [Not Applicable / ● ]
Place of delivery of Definitive PD Debt Instruments: ●
8. TERMS AND CONDITIONS OF THE PUBLIC OFFER
(i) Offer Period: ●
(ii) Offer Price: [Issue Price / ● ]
(iii) Conditions to which the offer is subject: [Not Applicable / ● ]
(iv) Application process: [Not Applicable / ● ]
(v) Reduction of subscriptions: [Not Applicable / ● ]
(vi) Manner for refunding excess amount paid by applicants: [Not Applicable / ● ]
(vii) Minimum amount of application: [Not Applicable / ● ]
(viii) Maximum amount of application: Maximum amount of application: [Not Applicable / ● ]
(ix) Method and time limits for paying up and delivering PD Debt Instruments: [Not Applicable / ● ]
(x) Manner in and date on which results of the offer are to be made public: [Not Applicable / ● ]
(xi) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: [Not Applicable / ● ]
(xii) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: [Not Applicable / ● ]
(xiii) Amount of any expenses and taxes specifically charged to subscribers or purchasers of PD Debt Instruments: [Not Applicable / ● ]
(xiv) Name(s) and address(es) (to the extent known to the Issuer) of the Authorised Offerors in the various countries where the offer takes place: [None known to the Issuer / ● ]
ANNEX - ISSUE SPECIFIC SUMMARY
[Issuer to annex issue specific summary to the Final Terms]
9. Form of Wholesale Final Terms
This section contains the forms of Final Terms that the Issuer will complete when offering any PD Debt Instruments under
the Programme under the Wholesale Base Prospectus.
This "Form of Wholesale Final Terms" section forms part of the Wholesale Base Prospectus only, and does not form part of
the Retail Base Prospectus as described under the section entitled "Important Notices - Retail Base Prospectus" on page 8
of this Base Prospectus.
(Applicable to PD Debt Instruments with a minimum denomination of at least 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 ("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 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].]
[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]. 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 22
below, which is expected to occur on or about ● ]
3. Specified Currency [or Currencies]: ●
4. Aggregate Nominal Amount: ●
5. Issue Price: ● per cent. of the Aggregate Nominal Amount [plus accrued interest from ● ]
6. Specified Denominations: [ ● / E100,000 and integral multiples of E1,000 in excess thereof up to and
including E199,000. No PD Debt Instruments in definitive form will be issued with a
denomination above E199,000]
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 19 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(s): ● 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:
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