TIDM32XA
RNS Number : 3260T
Westpac Banking Corporation
24 March 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Westpac Banking Corporation
(ABN 33 007 457 141)
announces Consent Solicitation in respect of
certain Covered Bonds
24 March 2021 - Westpac Banking Corporation (ABN 33 007 457 141)
(the "Issuer") announces today invitations to Eligible Covered
Bondholders (as defined below) of the series of covered bonds
described in the table below (the "Covered Bonds") to approve by
extraordinary resolution (an "Extraordinary Resolution") the
modification of the terms and conditions (the "Conditions") of the
Covered Bonds and consequential or related amendments to the
transaction documents for the Covered Bonds including to the
covered bond swap confirmation in relation to the Series 2018-C3
Covered Bond Australian Dollar to Pound Sterling Currency Swap such
that the existing GBP LIBOR interest basis of the Covered Bonds is
replaced by a Compounded Daily Sterling Overnight Index Average
("SONIA") interest basis (such invitation a "Consent
Solicitation").
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the consent
solicitation memorandum dated 24 March 2021 (the "Consent
Solicitation Memorandum") prepared by the Issuer. Eligible Covered
Bondholders may obtain a copy of the Consent Solicitation
Memorandum from the Tabulation Agent, the contact details for which
are set out below. In order to receive a copy of the Consent
Solicitation Memorandum, a holder of Covered Bonds will be required
to provide confirmation as to his or her status as an Eligible
Covered Bondholder. Eligible Covered Bondholders are advised to
read carefully the Consent Solicitation Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
No consent fee will be payable in connection with the Consent
Solicitation.
Details of the Covered Bonds
Description ISIN / Common Outstanding Amount
Code
GBP500,000,000 Floating Rate XS1753807368 GBP500,000,000
Regulation S Covered Bonds /
Series 2018-C3 due 2023 175380736
Notice of Meeting
A notice (the "Notice") convening a meeting (the "Meeting") of
Eligible Covered Bondholders has been given to Eligible Covered
Bondholders in accordance with the Conditions on the date of this
announcement, including by way of release through the regulatory
news service of the London Stock Exchange.
In light of the ongoing coronavirus pandemic it may be or become
impossible or inadvisable to hold the Meeting at a physical
location. Therefore, in accordance with the provisions of the Trust
Deed, the Issuer has requested that BNY Mellon Corporate Trustee
Services Limited (the "Bond Trustee") prescribe further regulations
regarding the holding of the Meeting via videoconference (failing
which, by teleconference). Any Covered Bondholders who indicate to
the Tabulation Agent or the Bond Trustee (the contact details for
which are on the last page of this announcement) that they wish to
participate in, or otherwise be represented on, the videoconference
(failing which, the teleconference) for the Meeting (rather than
being represented by the Tabulation Agent) will be provided with
further details about attending the Meeting.
To view the Notice of Meeting, please paste the following URL
into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/3260T_1-2021-3-24.pdf
Eligible Covered Bondholders
The Consent Solicitation is only being made, and the Consent
Solicitation Memorandum and any other documents or materials
relating to the Consent Solicitation are only for distribution or
to be made available, in each case to holders of the Covered Bonds
who are (a) located and resident outside the United States, its
territories and possessions and not a U.S. person or acting for the
account or benefit of a U.S. person (in each case, as defined in
Regulation S under the Securities Act), (b) an eligible
counterparty or a professional client (each as defined in Directive
2014/65/EU (as amended or superseded), Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) or the FCA Handbook Conduct of
Business Sourcebook, as applicable) and, if applicable and acting
on a non-discretionary basis, who is acting on behalf of a
beneficial owner that is also an eligible counterparty or a
professional client, and (c) otherwise a person to whom the Consent
Solicitation can be lawfully made and that may lawfully participate
in the Consent Solicitation (all such persons "Eligible Covered
Bondholders").
Timetable
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation, which will
depend, among other things, on timely receipt (and non-revocation)
of instructions, the rights of the Issuer (where applicable) to
extend, waive any condition (other than the Consent Conditions) of,
amend and/or terminate the Consent Solicitation (other than the
terms of the Extraordinary Resolution) as described in the Consent
Solicitation Memorandum and the passing of the Extraordinary
Resolution at the initial Meeting. Accordingly, the actual
timetable may differ significantly from the timetable below.
Date/Time Action
24 March 2021 1. Notice of the Meetings to be delivered
(At least 21 clear to the Clearing Systems.
days before the Meeting)
Release of Notice through the regulatory
news service of the London Stock
Exchange.
Copies of the Consent Solicitation
Memorandum and the Covered Bondholder
Information (as defined in the Notice)
to be available from the Tabulation
Agent (including on the website of
the Tabulation Agent ( www.lucid-is.com/westpac
)).
From this date, Covered Bondholders
may arrange for Covered Bonds held
by Clearstream, Luxembourg and/or
Euroclear in their accounts to be
blocked in such accounts and held
to the order and under the control
of the Principal Paying Agent in
order to obtain a form of proxy or
give valid Consent Instructions or
Ineligible Holder Instructions to
the Tabulation Agent.
The Notice is deemed to be served
on Covered Bondholders on 24 March
2021.
By 4 p.m. (London 2. Expiration Deadline.
time) on 12 April
2021 Final deadline for receipt by the
(At least 48 hours Tabulation Agent of valid Consent
before the Meeting) Instructions or Ineligible Holder
Instructions to be represented at
the Meeting.
This will also be the deadline for
making any other arrangements to
attend or be represented or to vote
at the Meeting.
3. Final time by which Covered Bondholders
have given notice to the Tabulation
Agent (via the relevant Clearing
Systems) of any intended revocation
of, or amendment to, Consent Instructions
or Ineligible Holder Instructions
previously given by them.
10 a.m. (London time) 4. Covered Bondholders' Meeting held.
on 15 April 2021
The initial Meeting will commence
at 10 a.m. (London time).
If the Extraordinary Resolution is passed at the Meeting:
As soon as reasonably 5. Announcement of the results of the
practicable after Meeting and, if the Extraordinary
the Meeting Resolution is passed, satisfaction
(or not) of the Eligibility Condition.
Delivery of notice of such results
to Euroclear and Clearstream, Luxembourg
for communication to their account
holders and an announcement released
on the regulatory news service of
the London Stock Exchange.
At or around 2 p.m 6. Pricing Time and Pricing Date
(London time) on
15 April 2021 (Pricing If the Extraordinary Resolution is
Date) passed at the initial Meeting (or
at a subsequent adjourned meeting)
and the Eligibility Condition is
satisfied, Solicitation Agent to
calculate the Adjusted Margin (which
includes the GBP LIBOR vs SONIA Interpolated
Basis).
A pricing announcement will be sent
to Covered Bondholders as soon as
practicable following the Pricing
Time on the Pricing Date.
19 April 2021 ("Effective 7. If the Extraordinary Resolution is
Date") passed at the initial Meeting (or
at a subsequent adjourned Meeting)
and the Eligibility Condition is
satisfied, the modifications to the
Conditions of the Covered Bonds described
in the Consent Solicitation Memorandum
will be implemented with effect on
and from 19 April 2021 (the "Effective
Date"), except where there is an
adjournment of the Meeting in which
case the Effective Date will be the
first Interest Payment Date following
the satisfaction of the Consent Conditions).
Covered Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
their Covered Bonds when such intermediary would need to receive
instructions from a Covered Bondholder in order for such Covered
Bondholder to participate in, or to validly revoke their
instruction to participate in, a Consent Solicitation by the
deadlines specified in the Consent Solicitation Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and revocation of Consent Instructions will be
earlier than the relevant deadlines specified in the Consent
Solicitation Memorandum.
Questions and requests for assistance in connection with the
Consent Solicitation may be directed to the Solicitation Agent.
Solicitation Agent
Barclays Capital Asia Limited
41/F Cheung Kong Centre
2 Queen's Road Central
Hong Kong
Attn: Liability Management Group
Tel: +44 (0)203 134 8515 / +852 2903 2706
Email: eu.lm@barclays.com / tmgap@barclays.com
Questions and requests for assistance in connection with the
delivery of Consent Instructions may be directed to the Tabulation
Agent.
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn: Mu-yen Lo / Jacek Kusion
Tel: +44 20 7704 0880 / +852 2281 0114
Email: westpac@lucid-is.com
Website: www.lucid-is.com/westpac
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to any Consent
Solicitation. If any Covered Bondholder is in any doubt as to the
action it should take or is unsure of the impact of the
implementation of the Extraordinary Resolution, it is recommended
to seek its own financial and legal advice, including in respect of
any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Covered Bonds are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Consent Solicitation or otherwise participate at
the Meeting (including any adjourned such Meeting).
In accordance with normal practice, BNY Trust Company of
Australia Limited (ABN 49 050 294 052) (in its capacity as trustee
of the Westpac Covered Bond Trust (ABN 41 372 138 093) and in such
capacity as guarantor of the relevant guaranteed amounts in respect
of the Covered Bonds, the "CB Guarantor"), the Tabulation Agent,
the Bond Trustee and the Agents have not been involved in the
formulation of the Consent Solicitation or the Extraordinary
Resolution. None of the Issuer, the CB Guarantor, the Solicitation
Agent, the Tabulation Agent, the Bond Trustee and the Agents makes
any recommendation whether Covered Bondholders should participate
in the Consent Solicitation or otherwise participate at the
Meeting.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to sell any security in
any jurisdiction. The distribution of this announcement and the
Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
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END
MSCUSVKRAKUOURR
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