RNS Number:0785O
Commonwealth Bank of Australia
18 December 2006
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF
BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK
THEIR OWN FINANCIAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER.
ASB GROUP (LIFE) LIMITED (the Issuer)
(incorporated under the laws of New Zealand with registered number WN 909639,
and formerly known as Colonial Holding Company (NZ) Limited)
NOTICE OF A MEETING
of the holders of those of the
#70,000,000
8.125 per cent. Bonds due 2007
(ISIN: XS0104964209)
of the Issuer presently outstanding
(the Bondholders and the Bonds respectively).
NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders convened by the Issuer
will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1
6AO, United Kingdom on Monday, 8 January 2007 at 11.00 a.m. (London time) for
the purpose of considering and, if thought fit, passing the following Resolution
which will be proposed as an Extraordinary Resolution in accordance with the
provisions of the trust deed (the Principal Trust Deed) dated 7 December 1999
made between Colonial (UK) PLC (CUK), Colonial Holding Company Limited (formerly
known as Colonial Holding Company Pty Limited) as guarantor (the Guarantor) and
Citicorp Trustee Company Limited (the Trustee) as trustee for the Bondholders,
as supplemented by the first supplemental trust deed (the First Supplemental
Trust Deed and, together with the Principal Trust Deed, the Trust Deed) dated 18
May 2000 between CUK, the Issuer, the Guarantor and the Trustee, which together
constitute the Bonds.
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders of the #70,000,000 8.125 per cent. Bonds due
2007 of ASB Group (Life) Limited (formerly known as Colonial Holding Company
(NZ) Limited) (the Issuer or ASB) presently outstanding (the Bonds) constituted
by the trust deed (the Principal Trust Deed) dated 7 December 1999 made between
Colonial (UK) PLC (CUK), Colonial Holding Company Pty Limited as guarantor (the
Guarantor) and Citicorp Trustee Company Limited (the Trustee) as trustee for the
holders of the Bonds (the Bondholders), as supplemented by the first
supplemental trust deed (together with the Principal Trust Deed, the Trust Deed)
dated 18 May 2000 between CUK, the Issuer, the Guarantor and the Trustee,
hereby:
1. assents to the modification of the terms and conditions of the Bonds, as set
out in Schedule 1 to the Trust Deed (the Conditions), and to the
modification of the Trust Deed, by the substitution of Commonwealth Bank of
Australia, acting through its London branch (CBA) in place of the Issuer as
principal debtor under the Trust Deed, the Bonds and the Coupons (as defined
in the Trust Deed) and the amendment and modification of the Conditions, in
accordance with the terms and conditions set out in the Second Supplemental
Trust Deed (as defined in paragraph 5 below);
2. assents to the release and discharge of ASB from all of its obligations as
principal debtor under the Trust Deed, the Bonds and the Coupons;
3. assents to the modification of the Conditions, and to the modification of the
Trust Deed, by the release and discharge of the Guarantor from all of its
obligations under the Trust Deed, the Bonds and the Coupons, and the
cancellation of the Guarantee (as defined in the Principal Trust Deed);
4. sanctions every modification, abrogation, variation or compromise of, or
arrangement in respect of, the rights of the Bondholders and/or the
Couponholders against the Issuer and the Guarantor, whether or not such
rights arise under the Trust Deed, involved in or resulting from or to be
effected by, the modifications referred to in paragraphs 1, 2 and 3 of this
Extraordinary Resolution and their implementation;
5. authorises, directs, requests, empowers and ratifies the Trustee:
(a) to concur in the modifications referred to in paragraphs 1 and 3 of
this Extraordinary Resolution and, in order to give effect to and to
implement such modifications, on or shortly after the passing of
this Extraordinary Resolution, subject to it being indemnified and/
or secured to its satisfaction to execute a second supplemental
trust deed in the form of the draft produced to this Meeting and
signed by the Chairman of this Meeting for the purpose of
identification, with such amendments (if any) thereto as the Trustee
may deem appropriate (the Second Supplemental Trust Deed); and
(b) to concur in, and to execute and do, all such other deeds,
instruments, acts and things in the Trustee's sole discretion as may
be necessary or appropriate subject to it being indemnified and/or
secured to its satisfaction to carry out and give effect to this
Extraordinary Resolution and the implementation of the modifications
referred to in paragraphs 1 and 3 of this Extraordinary Resolution;
and
6. discharges and exonerates the Trustee from all and any liability for which it
may have become or may become responsible under the Trust Deed or the Bonds
in respect of any act or omission in connection with this Extraordinary
Resolution or its implementation."
Proposal
The main effect of the Extraordinary Resolution (if approved) will be:
(i) the modification of the Bonds and the Principal Trust Deed in order to
substitute CBA for ASB as principal debtor under the Bonds, Coupons and
the Principal Trust Deed;
(ii) the release and discharge of the Issuer from all of its obligations as
principal debtor under the Bonds, Coupons and the Principal Trust Deed;
(iii) the modification of the Conditions in order to: (1) amend the negative
pledge and the Events of Default of the Bonds to reflect the negative
pledge and events of default of notes issued by CBA under its
U.S.$35,000,000,000 Euro Medium Term Note Programme; (2) delete the
financial covenants previously set out in Condition 3(a); (3) delete the
investor put previously set out in Condition 5(d); and (4) amend
Conditions 5(b) and 7 to reflect the fact that CBA is resident in
Australia, and is acting through its London branch; and
(iv) the modification of the Conditions and the Principal Trust Deed in order
to release and discharge the Guarantor from all of its obligations
thereunder and in order to cancel the Guarantee.
Commonwealth Bank of Australia
The Bonds provide funding for ASB's life insurance operations in New Zealand.
Following a recent capital restructure this funding is now no longer required in
New Zealand. As the ultimate parent company of ASB, CBA is proposing to take
over the funding and be substituted for the Issuer under the Bonds, so that the
funding is most efficiently utilised within the CBA group.
CBA, and its subsidiaries, provides a comprehensive range of banking, financial,
life and risk business insurance and funds management services in Australia, New
Zealand, throughout Asia and in the United Kingdom and CBA is the largest bank
by market capitalisation in Australia (as of 30 June 2006). It is rated AA-, Aa3
and AA by S&P, Moody's and Fitch respectively.
CHC, the existing Guarantor under the Bonds, is rated A+ by S&P. CHC is the
holding company of CBA life insurance and funds management business.
Trustee
The Trustee has not been involved in the formulation of the Extraordinary
Resolution and, in accordance with normal practice, the Trustee expresses no
opinion, and makes no representations as to the merits of the Extraordinary
Resolution or on whether Bondholders would be acting in their best interests in
approving the Extraordinary Resolution, and nothing in this Notice should be
construed as a recommendation to Bondholders from the Trustee to vote in favour
of, or against, the Extraordinary Resolution. Bondholders should take their own
independent financial, legal, tax or other advice on the merits and on the
consequences of voting in favour of the Extraordinary Resolution. However, on
the basis of the information set out in this Notice, the Trustee has authorised
the Issuer to state that the Trustee has no objection to the Extraordinary
Resolution being put to the Bondholders for their consideration.
Taxation
Bondholders should take their own independent tax advice on the merits and on
the consequences of voting in favour of the Extraordinary Resolution.
Australia
The following is a summary of the Australian taxation treatment, at the date
hereof, of:
* payments of interest on the Bonds to non-Australian resident holders of
Bonds who do not hold the Bonds in connection with an enterprise carried on
through a permanent establishment in Australia (non-Australian Bondholders);
and
* gains or losses on disposal or redemption of the bonds by non-Australian
Bondholders.
It is a general guide only and is not advice. Holders of Bonds should obtain,
and rely only upon, their own independent advice specific to their own
circumstances.
Payments of interest on the Bonds would not be subject to Australian withholding
tax.
Further, non-Australian Bondholders would not (as a matter of Australian tax):
* be required to include interest received on the Bonds in Australian
assessable income;
* be required to include any gain on disposal or redemption of the Bonds in
Australian assessable income; or
* be allowed to deduct any loss on disposal or redemption of the Bonds from
Australian assessable income.
The Australian Commissioner of Taxation may give a direction under section 255
of the Income Tax Assessment Act 1936 (Australia) or section 260-5 of the
Taxation Administration Act 1953 (Australia) requiring CBA to deduct from any
payments to any other party (including any holder of Bonds) any amount in
respect of Australian tax payable by that other party.
General
Copies of the Principal Trust Deed (including the terms and conditions of the
Bonds), the First Supplemental Trust Deed, the current draft of the Second
Supplemental Trust Deed, and certain other relevant documents will be available
for inspection by Bondholders during normal business hours at the specified
offices of the Paying Agents set out below and at the Meeting for at least
fifteen minutes before and during the Meeting.
The attention of Bondholders is particularly drawn to the quorum required for
the Meeting and for any adjourned Meeting, which is set out in paragraph 2 of
"Voting and Quorum" below.
Voting and Quorum
1. The provisions governing the convening and holding of a Meeting are set
out in Schedule 3 to the Principal Trust Deed, a copy of which is
available for inspection by the Bondholders as referred to above
All of the Bonds are represented by a global bond held by a common
depositary for Clearstream Banking, societe anonyme (Clearstream,
Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear). For the
purposes of the Meeting, a Bondholder shall mean the holder of the Bonds.
A person who is for the time being shown in the records of Clearstream,
Luxembourg or Euroclear (each an Accountholder) wishing to attend and
vote at the Meeting in person must produce at the Meeting a valid
voting certificate issued by a Paying Agent relating to the Bond(s) in
respect of which he wishes to vote.
An Accountholder not wishing to attend and vote at the Meeting in person
may either deliver his valid voting certificate(s) to the person whom he
wishes to attend on his behalf or, if an Accountholder wishes the votes
attributable to it to be included in a block voting instruction, then
give a voting instruction (by giving his voting instructions to
Clearstream, Luxembourg and/or Euroclear) instructing a Paying Agent to
appoint a proxy to attend and vote at the Meeting
and directing the Paying Agent how his votes are to be cast.
An Accountholder must request the relevant clearing system to block the
Bonds in his own account and to hold the same to the order or under the
control of a Paying Agent at least 48 hours before the time fixed for
the Meeting in order to obtain voting certificates or give voting
instructions in respect of the Meeting. Once a Paying Agent has issued a
voting certificate for the Meeting in respect of a Bond, or has received
voting instructions for the Meeting in respect of the vote(s)
attributable to a Bond, Bonds so blocked will not be
released until either:
(a) the Meeting (or, if applicable, any adjournment of such Meeting) has
been concluded; or
(b) (i) in respect of a voting certificate, the voting certificate has been
surrendered to the Paying Agent and the relevant Paying Agent has
notified the relevant clearing system of such surrender or the
compliance in such other manner with the rules of the relevant clearing
system; or
(ii) in respect of voting instructions, not less than 48 hours before the
time fixed for the Meeting (or, if applicable, any adjournment of such
Meeting), the notification in writing of any revocation of a
Bondholder's previous instructions to the Paying Agent and the same then
being notified in writing by the Paying Agent to the Issuer or the
Trustee at its registered office or by the Chairman of the Meeting, in
each case at least 24 hours before the time fixed for the Meeting and
such Bonds ceasing in accordance with the procedures of the
relevant clearing system and with the agreement of such Paying Agent to
be held to its order or under its control.
2. The quorum required at the Meeting is two or more persons present holding
voting certificates or being proxies and representing in the aggregate
not less than 75 per cent. in principal amount of the Bonds for the time
being outstanding. If a quorum is not present at the Meeting within 15
minutes from the time initially fixed for the Meeting, the Meeting will
be adjourned until such date, not less than 14 nor more than 42 days
later, and time and place as the Chairman of the Meeting may decide, and
the Extraordinary Resolution will be considered at such adjourned
Meeting (notice of which will be given to Bondholders). The quorum at
such an adjourned Meeting will be one or more persons present holding
voting certificates or being proxies and representing in the aggregate
not less than 25 per cent. in principal amount of the Bonds for the time
being outstanding.
Accountholders should note this quorum requirement and should be aware
that if the Accountholders either present or appropriately represented
at the Meeting are insufficient to form a quorum the Extraordinary
Resolution cannot be formally considered thereat. Accountholders are
therefore encouraged either to attend the Meeting in person or to
arrange to be represented at the Meeting as soon as possible.
3. Each question submitted to the Meeting shall be decided by a show of
hands unless a poll is (before, or on the declaration of the result of,
the show of hands) duly demanded by the Chairman of the Meeting, the
Issuer, the Guarantor, the Trustee or one or more persons representing
2 per cent. of the Bonds then outstanding. On a show of hands every
person who is present in person and produces a voting certificate or is
a proxy has one vote. On a poll every such person has one vote for each
#1,000 principal amount of Bonds for which he is a proxy or
representative.
4. To be passed, the Extraordinary Resolution requires a majority in favour
consisting of at least 75 per cent. of the votes cast. If passed, the
Extraordinary Resolution will be binding upon all Bondholders, whether
or not present at such Meeting, and on all the Couponholders.
PRINCIPAL PAYING AGENT
Citibank, N.A.
21st Floor, Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
OTHER PAYING AGENT
BNP Paribas Securities Services, Luxembourg Branch
33, rue de Gasperich, Howard-Hesperange
L-2085 Luxembourg Luxembourg
TRUSTEE
Citicorp Trustee Company Limited
21st Floor, Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
This Notice is given by:
ASB Group (Life) Limited
Level 28, ASB Bank Centre
135 Albert Street
Auckland
New Zealand
Dated 15 December 2006
Accountholders whose Bonds are held by Euroclear or Clearstream, Luxembourg
should contact the following for further information:
Euroclear: Corporate Action Department (telephone Brussels +(322) 224 4245,
email: Bonds_offers@Euroclear.com)
Clearstream: CIE Department (telephone Luxembourg + (352) 46564 6414; fax:
+(352) 46564 8248, email: ciefaxes.cs@clearstream.com.)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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