REG - Bank of Queensland - BOQ Covered Bond Trust - Annual Financial Report

PerpetualAnnouncement

22/12/2021 08:00

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RNS Number : 4261W  Bank of Queensland Limited  22 December 2021

SUPPLEMENT DATED 21 DECEMBER 2021

 

 

 

Bank of Queensland Limited (ABN 32 009 656 740)

(incorporated with limited liability in the Commonwealth of Australia)

AUD6,000,000,000 BOQ Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and
principal by Perpetual Corporate Trust Limited

(incorporated with limited liability in the Commonwealth of Australia

and having Australian Business Number 99 000 341 533)

as trustee of the BOQ Covered Bond Trust and Covered Bond Guarantor

 

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus)
dated 20 April 2021 which comprises a base prospectus for the purposes of the
UK Prospectus Regulation constitutes a supplement to the prospectus for the
purposes of Article 23 of the UK Prospectus Regulation and is prepared in
connection with the BOQ Covered Bond Programme (the Programme) established by
the Bank of Queensland (the Issuer) and unconditionally and irrevocably
guaranteed as to payments of interest and principal by Perpetual Corporate
Trust Limited ABN 99 000 341 533 in its capacity as trustee of the BOQ Covered
Bond Trust (the Trust and, in such capacity, the Covered Bond Guarantor).

 

Terms defined in the Base Prospectus have the same meaning when used in this
Supplement. When used in this Supplement, UK Prospectus Regulation means
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (EUWA).

 

This Supplement is supplemental to, and should be read in conjunction with,
the Base Prospectus and any other supplements to the Base Prospectus issued by
the Issuer. A copy of this Supplement and the information which is
incorporated by reference in the Base Prospectus will be made available for
inspection at the offices of the Issuer and at the offices of the Principal
Paying Agent for so long as the Programme remains in existence. This
Supplement and the information which is incorporated by reference in the Base
Prospectus will be published on the website of the Regulatory News Service
operated by the London Stock Exchange at
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html
(http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)
and is available, without charge, on the internet site www.boq.com.au
(http://www.boq.com.au) . Other than in relation to the documents which are
deemed to be incorporated by reference in the Base Prospectus by virtue of
this Supplement, the information on the websites to which this Supplement
refers does not form part of this Supplement and has not been scrutinised or
approved by the FCA.

 

The Issuer accepts responsibility for the information contained in this
Supplement. To the best of the knowledge of the Issuer the information
contained in this Supplement is in accordance with the facts and this
Supplement makes no omission likely to affect the import of such information.

The purpose of this Supplement is to: (i) incorporate by reference the
Issuer's annual financial statements as at and for the 12 month period ended
31 August 2021; (ii) confirm that since 31 August 2021, being the end date for
the financial period for which audited annual consolidated and
non-consolidated financial statements of the Issuer have been
published, there has been no significant change in the financial performance
or financial position of the BOQ Group and no material adverse change in the
prospects of the Issuer; (iii) incorporate by reference the Trust's audited
financial statements as at and for the 12 month period ended 31 August 2021;
(iv) confirm that since 31 August 2021, being the end date for the financial
period for which audited financial statements of the Trust have been
published, there has been no significant change in the financial performance
or financial position of the Covered Bond Guarantor or the Trust and no
material adverse change in the prospects of the Covered Bond Guarantor or the
Trust; (v) incorporate by reference specified pages of the Investor Report (as
defined below) into the Base Prospectus; (vi) provide an update of the
announced board changes for the Issuer being that on 5 August 2021, Deborah
Kiers was appointed as a Non-Executive Independent Director, on 13 October
2021, Dr Jenny Fagg was appointed as a Non-Executive Independent Director and
the retirement of John Lorimer and Kathleen Bailey-Lord as Non-Executive
Independent Directors, effective as of 7 December 2021 and 5 August 2021,
respectively; and (vii) confirm that as at the date of this Supplement there
are no existing or potential conflicts of interests between any duties owed to
the Issuer by its Directors and the private interests or external duties of
those Directors.

To the extent that there is any inconsistency between (a) any statement in
this Supplement or any statement incorporated by reference into the Base
Prospectus by this Supplement and (b) any other statement in or incorporated
by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new
factor, material mistake or material inaccuracy relating to information
included in the Base Prospectus since the publication of the Base Prospectus.

Updates to the Prospectus

Additional Financial Information

Bank of Queensland Annual Report 2021

On 13 October 2021, the Issuer published its Annual Report (the 2021 Annual
Report) which includes the Issuer's audited annual consolidated and
non-consolidated financial statements (including the directors' report,
auditor's report thereon and notes thereto) in respect of the year ended 31
August 2021 (as set out from page 11 to page 75 and from page 108 to page 182
of the 2021 Annual Report). By virtue of this Supplement, those audited annual
consolidated and non-consolidated financial statements (including the
directors' report, auditor's report thereon and notes thereto) as set out on
the pages specified above shall be deemed to be incorporated in, and form part
of, the Base Prospectus. A copy of the 2021 Annual Report has been filed with
the FCA and is available for viewing at
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)
  https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-results/2020/annual-report-2020.pdf
(https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-results/2020/annual-report-2020.pdf)

Audited Financial Statements of the Trust

On 15 November 2021, the Trust published its Annual Financial Report (the
Trust Financial Report) which includes the Trust's audited financial
statements (including the auditor's report and the notes thereto) in respect
of the year ended 31 August 2021. By virtue of this Supplement, those audited
financial statements (including the auditor's report and notes thereto) shall
be deemed to be incorporated in, and form part of, the Base Prospectus. A copy
of the Trust Financial Report has been filed with the FCA and is available for
viewing at
https://www.boq.com.au/content/dam/boq/files/shareholder-centre/debt-investor-information/BOQ_Covered_Bond_Trust_Accounts_2021.pdf

Investor Report

On 30 November 2021, the Issuer issued a new Investor Report (the Investor
Report) with updated cover pool information. Accordingly, the cover pool
information set out on pages 3 to 6 (inclusive) of the Investor Report shall
be deemed to be incorporated in, and form part of, the Prospectus. A copy of
the Investor Report has been filed with the FCA and is available for viewing
at
https://www.boq.com.au/content/dam/boq/files/shareholder-centre/debt-investor-information/boq-covered-bond-trust-investor-report-20211130.pdf

If any information in each of the documents specified above itself
incorporates any information or other documents therein, either expressly or
implicitly, such information or other documents will not form part of the Base
Prospectus, except where such information or other documents are specifically
incorporated by reference in, or attached to, the Base Prospectus by virtue of
this Supplement. Any non-incorporated parts of documents referred to herein do
not form part of the Base Prospectus and are given for information only. The
non-incorporated parts of the documents referred to herein are either not
relevant or are covered elsewhere in the Base Prospectus to which this
Supplement relates.

Significant or Material Change

There has been no significant change in the financial performance or financial
position of the BOQ Group since 31 August 2021 and no material adverse change
in the prospects of the Issuer since 31 August 2021.

There has been no significant change in the financial performance or financial
position of the Covered Bond Guarantor or the Trust since 31 August 2021 and
no material adverse change in the prospects of the Covered Bond Guarantor or
the Trust since 31 August 2021.

Board Changes

Effective as of 5 August 2021, Deborah Kiers was appointed as a Non-Executive
Independent Director of the Issuer.

Effective as of 13 October 2021, Dr Jenny Fagg was appointed as a
Non-Executive Director of the Issuer.

The following biographies are added to the end of the list of Director
biographies in the section entitled "Bank of Queensland Limited - Directors"
on page 193 of the Base Prospectus:

 Name, qualifications and independence status      Experience, special responsibilities and other Directorships
 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 strategic, advisory and consulting experience
                                                   to boards and executive management teams across a wide 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's support for
                                                   companies included strategic advice, business model transformations, M&A
                                                   integration, leadership transition and development for CEOs, executive teams
                                                   and board directors, as well as building synergies between culture,
                                                   performance and remuneration strategies.

                                                   Ms Kiers is currently a Non-Executive Director for IFM Investors and holds the
                                                   position of Chair of the IFM Board Responsible Investment and Sustainability
                                                   Committee and is a member of the Board Audit and Risk Committee. Ms Kiers is
                                                   also a Non-Executive Director of the Tiverton Agriculture Impact Fund.

                                                   Ms Kiers is a member of the Audit, Risk, Nomination & Governance, People,
                                                   Culture and Remuneration, and Transformation & Technology Committees.
 Dr. Jenny Fagg                                    Dr Fagg was appointed a Director of BOQ 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. Most recently
 Non-Executive Independent Director                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. She is recognised for her leadership capability and turnaround
                                                   credentials fostered during her time at CIBC, Canada and many years at ANZ
                                                   where she was CEO of ANZ Bank, New Zealand and also led the Consumer Finance
                                                   division. Dr Fagg has a PhD in Management (Risk), from University of Sydney's
                                                   Graduate School of Business and also holds a Bachelor of Economics (Honours in
                                                   Psychology) from the University of Queensland.

                                                   Dr Fagg is a member of BOQ's Transformation & Technology, Risk, People,
                                                   Culture & Remuneration, Audit, and Nomination & Governance Committees.

On 7 December 2021, John Lorimer retired as a Non-Executive Independent
Director from the Board of the Issuer. Accordingly, the biography of John
Lorimer as set out on page 192 of the Base Prospectus is deleted in its
entirety.

On 5 August 2021, Kathleen Bailey-Lord retired as a Non-Executive Independent
Director from the Board of the Issuer. Accordingly, the biography of Kathleen
Bailey-Lord as set out on pages 192-193 of the Base Prospectus is deleted in
its entirety.

As at the date of this Supplement there are no existing or potential conflicts
of interests between any duties owed to the Issuer by its Directors and the
private interests or external duties of those Directors.

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