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Investment Offer
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Suncorp Group Limited
Suncorp Capital Notes 5
Morgans is a Joint Lead Manager to the Offer1
Suncorp Group Limited has announced it is seeking to raise $360 million2 through the issue of Suncorp Capital Notes 5 (Notes). Notes are fully paid, convertible, redeemable, resaleable, non-cumulative, perpetual, unsecured and subordinated notes issued by Suncorp.
The Offer includes a Reinvestment Offer to all eligible Suncorp Capital Notes 2 (ASX: SUNPG) Holders, who are within the Target Market, who held Suncorp Capital Notes 2 on the record date Monday, 8 April 2024. Any outstanding Suncorp Capital Notes 2 that are not reinvested are intended to be redeemed by Suncorp on 17 June 2024 (subject to certain conditions including regulatory approvals).
Please contact your Morgans Adviser to discuss the suitability of Suncorp Capital Notes 5 given your specific investment objectives, current portfolio holdings and if appropriate secure an allocation.
Notes 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 Notes Terms and risks of investing in Notes 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 Notes.
Key features of the Offer
- Opportunity to reinvest Suncorp Capital Notes 2 resale proceeds ($100 per SUNPG) into Notes ($100 per Note) and maintain an exposure to Suncorp beyond the expected redemption of Suncorp Capital Notes 2 on 17 June 2024
- Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager to the Offer
- Notes have a face value of $100 and are redeemable by the issuer on 17 June 2030, 17 September 2030 and 17 December 20303
- If not redeemed before, Notes will convert into Suncorp Ordinary Shares on 17 December 20324
- Quarterly (fully franked) gross distributions5 equal to the 3-month Bank Bill Rate plus a margin of 2.80%6 i.e. approximately 7.15%p.a.7
- Distributions are discretionary, non-cumulative and subject to the Distribution Payment Conditions outlined in the Prospectus.
- Notes are APRA eligible regulatory capital securities and contain a Non-Viability Trigger Event condition which may impact their value in certain circumstances8
- Are expected to be quoted on the ASX under the code SUNPJ9
Issuer: Suncorp Group Limited
Transaction: Capital Notes Offer
Morgans Role: Joint Lead Manager
Offer Size: $360 million
Offer Launch Date: 16 April 2024
Broker Firm Bookbuild Close Date: 18 April 2024
Offer Opening Date: 24 April 2024
Offer Closing Date: 8 May 2024
Investments in Notes are an investment in Suncorp and may be affected by the ongoing performance, financial position and solvency of Suncorp. They are not deposit or policy liabilities of Suncorp, or any other member of the Suncorp Group, are not protected accounts or policies and are not guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction or any other person. The investment performance of Notes is not guaranteed by Suncorp or any other member of the Suncorp Group or by any other person.
There are a number of risks associated with an investment in Notes, many of which are outside the control of Suncorp. 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 Suncorp Capital Notes 2 and Suncorp Capital Notes 5 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.
Design and Distribution Obligations (DDO)
The Corporations Act imposes obligations on the Issuer to determine an appropriate Target Market for Notes. The distribution of Notes (through both Broker Firm and Reinvestment Offers) is limited to Qualified Investors or Retail Investors receiving personal advice only, as specified in the Target Market Determination (“TMD”). Morgans as the distributor must take steps which result in the Offer being distributed only to investors that are within the Target Market.
Footnotes
- Morgans will receive fees for its role.
- Suncorp may issue more or less than $360 million of Notes.
- 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 Face Value may not be repaid.
- Conversion is subject to Mandatory Conversion Conditions as outlined in the Prospectus. If Mandatory Conversion does not occur on the Scheduled Mandatory Conversion Date, then Mandatory Conversion will be deferred until the next Distribution Payment Date after that date on which all the Mandatory Conversion Conditions are satisfied. If Mandatory Conversion Conditions are never satisfied Notes may remain on issue indefinitely and the Face Value may not be repaid.
- Distributions are non-cumulative, paid at the discretion of Suncorp and subject to Distribution Payment Conditions. Distributions paid on the Notes are expected to be franked at the same rate as dividends on Suncorp Ordinary Shares. The potential value of any franking credits does not accrue at the same time as the receipt of any cash Distribution. The ability for a Holder to use franking credits, either as an offset to their tax liability or by claiming a refund after the end of the income year, will depend on that Holder’s individual tax position.
- Margin has been determined via the bookbuild.
- Based on 3 Month Bank Bill Rate of 4.35%
- Such an event (including where Suncorp encounters severe financial difficulty) 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.
More information
Investors should read the Replacement Prospectus in full to understand the features and risks of Notes. 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
Notes 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.
