This offer closed on:
26 March 2021

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Capital Notes

Morgans is a Joint Lead Manager to the Offer(1)

Commonwealth Bank of Australia (CBA) has announced it is seeking to raise $1 billion(2) through the issue of CommBank PERLS XIII Capital Notes (PERLS XIII) (CBAPJ). PERLS XIII are fully paid, subordinated, unsecured notes.

PERLS XIII may be suitable for investors looking for regular fully franked(3) income by way of floating rate distributions. PERLS XIII may offer investors the opportunity to further diversify their income portfolio.

PERLS XIII 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 PERLS XIII Terms and risks of investing in PERLS XIII 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 PERLS XIII.

Key features of the Offer 

  • Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager to the Offer
  • PERLS XIII have a face value of $100 and are redeemable by the issuer on 20 October 2026 (5.5 years)(4)
  • If not redeemed before, CommBank PERLS XIII will convert into ordinary shares on 20 October 2028 (7.5 years)(5) 
  • Quarterly (fully franked) gross distributions(6) equal to the 3 Month Bank Bill Rate plus a margin of 2.75%(7) i.e. approximately 2.76% 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 
  • CommBank PERLS XII are Basel III compliant regulatory capital instruments and contain Automatic Exchange Events (Capital Trigger and Non-Viability Trigger Events) which may impact their value in certain circumstances(9) 
  • Expected to be quoted on the ASX under the code CBAPJ(10)

Issuer: Commonwealth Bank of Australia (CBA)

Transaction: Capital Notes Offer

Morgans Role: Joint Lead Manager

Offer Size: $1 billion

Offer Opening Date: 4 March 2021

Morgans Broker Firm new applications closing date: 26 March 2021

Investments in PERLS XIII are an investment in CBA and may be affected by the ongoing performance, financial position and solvency of CBA. Investments in PERLS XIII are not deposit liabilities or protected accounts of CBA under the Banking Act and are not guaranteed or insured by any Australian government, government agency or compensation scheme. Investments in securities such as PERLS XIII are subject to risks which could affect their performance, including loss of investment and income. CBA does not guarantee the market price of PERLS XIII or any particular rate of return.

There are a number of risks associated with an investment in PERLS XIII, many of which are outside the control of CBA. Before applying for PERLS XIII all investors should consider whether PERLS XIII are a suitable investment for them including by considering the key risks as outlined in sections 1.2.2 and 4 of the Replacement Prospectus.


  1. Morgans will receive fees for its role. 
  2. CBA may issue more or less than $1 billion of PERLS XIII. 
  3. CBA expects, but does not guarantee, that Distributions will be franked. The level of franking may vary over time and Distributions may be partially, fully or not franked. The ability for Holders to use franking credits, either as an offset to a tax liability or by claiming a refund, will depend on that Holder’s particular tax circumstance and any changes in Australian tax law.
  4. Subject to APRA approval. PERLS XIII are perpetual and do not have a fixed maturity date. If PERLS XIII are not Converted, Redeemed or Written-Off, they could remain on issue indefinitely and the Issue Price may not be repaid. 
  5. Conversion is subject to conversion conditions as outlined in the Replacement Prospectus. 
  6. Distributions are non-cumulative, paid at the discretion of CBA and subject to Distribution Payment Conditions. 
  7. Margin was set via the bookbuild on 26th February 2021.
  8. Based on 3 Month Bank Bill Rate of 0.01%.
  9. Such an event (including serious impairment of CBA’s financial position and insolvency) may result in Conversion or Write-off of PERLS XIII; full detail is contained in the Replacement Prospectus and Morgans Offer Summary. 
  10. Application will be made to list PERLS XIII on ASX.

More information

Investors should read the Replacement Prospectus in full to understand the features and risks of CommBank PERLS XIII. 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.

Download Prospectus

CommBank PERLS XIII 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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