This offer closed on:
08 September 2021
Capital Notes 8
Morgans is a Joint Lead Manager to the Offer(1)
Westpac Banking Corporation (Westpac) (ASX:WBC) has announced it is seeking to raise $1 billion(2) through the issue of Westpac Capital Notes 8 (Notes) at an issue price of $100 each. Westpac Capital Notes 8 are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac.
Westpac Capital Notes 8 may be suitable for investors looking for regular fully franked(3) income by way of floating rate distributions. Westpac Capital Notes 8 may offer investors the opportunity to further diversify their income portfolio.
The Offer includes a Reinvestment Offer to all eligible Westpac Capital Notes 4 (ASX:WBCPG) Holders who held Westpac Capital Notes 4 on the record date Tuesday, 10 August 2021. Any outstanding Westpac Capital Notes 4 that are not reinvested will remain on issue in accordance with the Westpac Capital Notes 4 Terms. Westpac intends to issue a redemption notice for the redemption of all remaining Westpac Capital Notes 4 outstanding on 20 December 2021 (subject to various factors including any required regulatory approvals).
Westpac Capital Notes 8 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 Westpac Capital Notes 8 Terms and risks of investing in Westpac Capital Notes 8 and consider whether it is an appropriate investment for your particular circumstances. It is important that you read the Prospectus in full before deciding to invest in Westpac Capital Notes 8.
Key features of the Offer
- Opportunity to reinvest Westpac Capital Note 4 redemption proceeds ($100 per Note) into Westpac Capital Notes 8 ($100 per Note) and maintain an exposure to Westpac beyond the expected redemption of Westpac Capital Notes 4 on 20 December 2021
- Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager to the Offer
- Westpac Capital Notes 8 have a face value of $100 and are redeemable by the issuer on 21 September 2029, 21 December 2029, 21 March 2030 or 21 June 2030(4)
- If not redeemed before, Westpac Capital Notes 8 will convert into ordinary shares on 21 June 2032(5)
- Quarterly (fully franked) gross distributions(6) equal to the 3 Month Bank Bill Rate plus a margin of 2.90 - 3.10%(7) i.e. approximately 2.91 - 3.11% p.a(8)
- Distributions are discretionary, non-cumulative and subject to the Distribution Payment Conditions outlined in the Prospectus but must be paid ahead of ordinary share dividends, and if not paid, dividend and capital restrictions apply to ordinary shares
- Westpac Capital Notes 8 constitute as APRA eligible 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 WBCPK(10)
Issuer: Westpac Banking Corporation (Westpac) (ASX: WBC)
Transaction: Capital Notes Offer
Morgans Role: Joint Lead Manager
Offer Size: $1 billion
Offer Opening Date: 25 August 2021
Morgans Broker Firm applications closing date: 8 September 2021
Investments in the Notes are an investment in Westpac and will be affected by the ongoing performance, financial position and solvency of Westpac. They are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking Act or Financial Claims Scheme and are not subject to the depositor protection provisions of Australian banking legislation (including the Australian Government guarantee of certain bank deposits). Therefore, Notes are not guaranteed or insured by the Australian Government, any government agency or compensation scheme of Australia or any other jurisdiction.
Notes are riskier than bank deposits and may not be suitable for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment. Before applying for Notes all investors should consider whether Notes are a suitable investment for them including by considering the key risks as outlined in sections 1.5 and 5 of the Prospectus. There are also a number of differences between Westpac Capital Notes 4 and Westpac Capital Notes 8 outlined in section 3.4 of the Prospectus which investors should be aware of before deciding to participate in the Reinvestment Offer.
You cannot withdraw your Application once it has been lodged, except as permitted under the Corporations Act.
- Morgans will receive fees for its role.
- Westpac may issue more or less than $1 billion of Notes.
- Westpac expects, but does not guarantee, that Distributions will be fully franked. The value and availability of franking credits to investors will depend on the investors 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 Conversion Conditions as outlined in the Prospectus.
- Distributions are non-cumulative, paid at the discretion of Westpac and subject to Distribution Payment Conditions.
- Margin will be set via the bookbuild, may set outside this range and will not change after that determination is made.
- Based on 3 Month Bank Bill Rate of 0.01%.
- A Trigger Event (including where Westpac suffers significant losses) may result in Conversion or Write-off of Notes; full detail is contained in the Prospectus and Morgans Offer Summary.
- Application will be made to list Notes on ASX.
Investors should read the Prospectus in full to understand the features and risks of Westpac Capital Notes 8. 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.
Westpac Capital Notes 8 are being offered only in Australia and the 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 Prospectus (including an electronic copy) in jurisdictions outside Australia may be restricted by law.
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