This offer closed on:
30 June 2021
Capital Notes 6
Morgans is a Joint Lead Manager to the Offer(1)
Australia and New Zealand Banking Group Limited (ANZ) has announced it is seeking to raise $1.2 billion(2) through the issue of ANZ Capital Notes 6 (Notes). ANZ Capital Notes 6 are fully paid, unsecured, mandatorily convertible, subordinated and perpetual securities.
ANZ Capital Notes 6 may be suitable for investors looking for regular fully franked(3) income by way of floating rate distributions. ANZ Capital Notes 6 may offer investors the opportunity to further diversify their income portfolio.
The Offer includes a Reinvestment Offer to all eligible ANZ Capital Notes 1 (ASX: ANZPD) Holders who held ANZ Capital Notes 1 on the record date Thursday, 27 May 2021. Any outstanding ANZ Capital Notes 1 that are not reinvested will remain on issue in accordance with the Note Terms. ANZ intends to issue a redemption notice for the redemption of all remaining units outstanding on 1 September 2021 (subject to various factors including any required regulatory approvals).
ANZ Capital Notes 6 are a complex investment and may be difficult to understand, even for experienced investors, and involve different risks from a simple debt or ordinary equity security. You should ensure that you understand the ANZ Capital Notes 6 Terms and risks of investing in ANZ Capital Notes 6 and consider whether it is an appropriate investment for your particular circumstances. It is important that you read the Replacement Prospectus in full before deciding to invest in ANZ Capital Notes 6.
Key features of the Offer
- Opportunity to reinvest ANZ Capital Note 1 redemption proceeds ($100 per Note) into ANZ Capital Notes 6 ($100 per Note) and maintain an exposure to ANZ beyond the expected redemption of ANZ Capital Notes 1 on 1 September 2021
- Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager to the Offer
- ANZ Capital Notes 6 have a face value of $100 and are redeemable by the issuer on 20 March 2028, 20 June 2028 and 20 September 2028(4)
- If not redeemed before, ANZ Capital Notes 6 will convert into ordinary shares on 20 September 2030(5)
- Quarterly (fully franked) gross distributions(6) equal to the 3 Month Bank Bill Rate plus a margin of 3.00%(7) i.e. approximately 3.04% p.a(8)
- Distributions are discretionary, non-cumulative and subject to the Distribution Payment Conditions outlined in the Replacement Prospectus but must be paid ahead of ordinary share dividends, and if not paid, dividend and capital restrictions apply to ordinary shares
- ANZ Capital Notes 6 are Basel III compliant regulatory capital instruments and contain both Capital Trigger and Non-Viability Trigger Event conditions which may impact their value in certain circumstances(9)
- Expected to be quoted on the ASX under the code ANZPI(10)
Issuer: Australia and New Zealand Banking Group Limited (ANZ)
Transaction: Capital Notes Offer
Morgans Role: Joint Lead Manager
Offer Size: $1.2 billion
Offer Opening Date: 9 June 2021
Morgans Broker Firm applications closing date: 30 June 2021
Investments in Notes are an investment in ANZ and may be affected by the ongoing performance, financial position and solvency of ANZ. Investments in Notes are not deposit liabilities or protected accounts of ANZ under the Banking Act; or guaranteed or insured by any government, government agency, compensation scheme or by any other person. The investment performance of the Notes is not guaranteed by ANZ.
There are a number of risks associated with an investment in Notes, many of which are outside the control of ANZ. The risks associated with the Notes could result in the loss of your investment and associated income. Before applying for Notes all investors should consider whether Notes are a suitable investment for them including by considering the key risks summarised in Section 1.5 and detailed in Section 6 of the Replacement Prospectus. There are also a number of differences between ANZ Capital Notes 1 and ANZ Capital Notes 6 outlined in section 3.2 of the Replacement Prospectus which investors should be aware of before deciding to participate in the Reinvestment Offer.
No cooling off rights apply to an Application for Notes. You cannot withdraw your Application once it has been lodged, except as permitted under the Corporations Act.
- Morgans will receive fees for its role.
- ANZ may issue more or less than $1.2 billion of Notes.
- ANZ expects, but does not guarantee, that Distributions will be franked. The availability of franking credits is not guaranteed and will depend on a number of factors, including the level of profits generated by the ANZ group that will be subject to tax in Australia. The value and availability of franking credits to a Holder will depend on that Holder’s particular circumstances and the tax rules that apply at the time of each Distribution.
- Subject to APRA approval. Notes are perpetual and do not have a fixed maturity date. If Notes are not Converted, Redeemed or Written-Off, they could remain on issue indefinitely and the Issue Price may not be repaid.
- Conversion is subject to Mandatory Conversion Conditions as outlined in the Replacement Prospectus.
- Distributions are non-cumulative, paid at the discretion of ANZ and subject to Distribution Payment Conditions.
- Margin has been set through the bookbuild at 3.00%.
- Based on 3 Month Bank Bill Rate of 0.04%.
- A Trigger Event (which includes where ANZ encounters severe financial difficulty) may result in Conversion or Write-off of Notes; full detail is contained in the Replacement Prospectus and Morgans Offer Summary.
- Application will be made to list Notes on ASX.
Investors should read the Replacement Prospectus in full to understand the features and risks of ANZ Capital Notes 6. Please contact your Morgans adviser to apply under the Offer.
If you have any questions about the Offer, please contact your Morgans adviser, call 134 226 or find your nearest office.
ANZ Capital Notes 6 are being offered only in Australia and the Replacement Prospectus will only constitute an offer to a person receiving it in Australia. Not for distribution, directly or indirectly, in the United States or to, or for the account or benefit of, US Persons, except in accordance with an available exemption from the registration requirements of the US Securities Act. The distribution of the Replacement Prospectus (including an electronic copy) in jurisdictions outside Australia may be restricted by law.
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