Westpac Capital Notes 10

Morgans is a Joint Lead Manager to the Offer¹

Westpac Banking Corporation (“Westpac” or “Issuer”) has announced it is seeking to raise $1.75 billion² through the issue of Westpac Capital Notes 10 (“Notes”). Westpac Capital Notes 10 are fully paid, non-cumulative, convertible, transferrable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac.

The Offer includes a Reinvestment Offer to all eligible Westpac Capital Notes 6 (ASX: WBCPI) Holders, who are within the Target Market, who held Westpac Capital Notes 6 on the record date Friday, 10 November 2023. Any outstanding Westpac Capital Notes 6 that are not reinvested will remain on issue, in accordance with their terms, are intended to be redeemed by Westpac on 31 July 2024 (subject to various factors including any required regulatory approvals).

Please contact your Morgans Adviser to discuss the suitability of Westpac Capital Notes 10 given your specific investment objectives, current portfolio holdings and if appropriate secure an allocation.

Westpac Capital Notes 10 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 10 Terms and risks of investing in Westpac Capital Notes 10 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 Westpac Capital Notes 10.

Key features of the Offer

Opportunity to reinvest Westpac Capital Notes 6 transfer proceeds ($100 per WBCPI) into Westpac Capital Notes 10 ($100 per Note) and maintain an exposure to Westpac beyond the expected redemption of Westpac Capital Notes 6 on 31 July 2024
Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager to the Offer
Westpac Capital Notes 10 have a face value of $100 and are redeemable by the issuer on 22 September 2031, 22 December 2031, 22 March 2032 and 22 June 2032³
If not redeemed before, Westpac Capital Notes 10 will convert into Westpac Ordinary Shares on 22 June 2034⁴
Quarterly (fully franked) gross distributions⁵ equal to the 3-month Bank Bill Rate plus a margin of 3.10%⁶ i.e. approximately 7.50%p.a.⁷
Distributions are discretionary, non-cumulative and subject to the Distribution Payment Conditions outlined in the Replacement Prospectus.
Westpac Capital Notes 10 are APRA eligible regulatory capital securities and contain both Capital Trigger and Non-Viability Trigger Event conditions which may impact their value in certain circumstances⁸
Are expected to be quoted on the ASX under the code WBCPM⁹

Issuer: Westpac Banking Corporation (Westpac)

Transaction: A$ Capital Notes Offer

Morgans Role: Joint Lead Manager

Offer Size: $1.75 billion

Offer Launch Date: 20 November 2023

Bookbuild Close Date: 22 November 2023

Offer Opening Date: 28 November 2023

Offer Closing Date: 12 December 2023

Investments in Notes are an investment in Westpac and may 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) and are not guaranteed or insured by the Australian government, or any government agency or compensation scheme of Australia or any other jurisdiction.

There are a number of risks associated with an investment in Notes, many of which are outside the control of Westpac. 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 Westpac Capital Notes 6 and Westpac Capital Notes 10 outlined in section 3.4 of the Replacement 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.

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.
Westpac may issue more or less than $1.75 billion 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 Scheduled Conversion Conditions as outlined in the Replacement Prospectus. If Scheduled Conversion does not occur on the Scheduled Conversion Date. Conversion will occur on the first Distribution Payment Date after that date on which the Scheduled Conversion Conditions are satisfied. If Scheduled 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 Westpac and subject to Distribution Payment Conditions. Westpac expects, but does not guarantee, that Distributions will be fully franked. 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 the franking credits, either as an offset to your tax liability or by claiming a refund after the end of the year of income, will depend on that Holder’s individual tax position.
Margin has been set under the bookbuild, and will not change.
Based on 3 Month Bank Bill Rate of 4.40%
Such an event (including where Westpac encounters significant financial difficulty) may result in Conversion or Write-off of Notes; full detail is contained in the Replacement 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 Westpac Capital Notes 10. 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

Bonds 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.

By proceeding, you confirm that you have read and understood the above Terms and Conditions, you are 18 years of age or over, you are a resident of Australia accessing this website from within Australia and you represent, warrant and agree that you are not a US Person, nor are you acting for the account or benefit of a US Person.

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