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Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2025
Aug 14, 2025
10425_rns_2025-08-15_195c0a00-a576-4b42-a334-e8b1696eb4d0.pdf
Capital/Financing Update
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For Release: 14 August 2025
Issue of A$1.5 billion of Subordinated Notes
Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“ ANZBGL ”) will issue A$750 million fixed rate subordinated notes due August 2045 and A$750 million fixed to floating rate subordinated notes due August 2040 ($1.5 billion in aggregate) pursuant to its Australian dollar debt issuance programme (the “ Subordinated Notes ”).
The Subordinated Notes convert into fully paid ordinary shares of ANZ Group Holdings Limited (ABN 16 659 510 791) (“ ANZGHL ”) (“ ANZGHL Ordinary Shares ”) where the Australian Prudential Regulation Authority (“ APRA ”) determines this to be necessary on the grounds that ANZBGL would otherwise become non-viable.
This notice is given jointly by ANZBGL and ANZGHL. It is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cwlth) (“ Corporations Act ”) (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71) to enable ANZGHL Ordinary Shares or Approved NOHC Ordinary Shares[1] issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure and includes:
-
the description of the rights and liabilities attaching to the Subordinated Notes that is contained in the “Conditions of the Securities” section of the Information Memorandum dated 9 August 2023 that was lodged by ANZBGL with the Australian Securities Exchange (“ ASX ”) on that day (“ Information Memorandum ”);
-
in Schedule 1, commercial particulars of the Subordinated Notes, extracted from the Pricing Supplements for the Subordinated Notes dated 12 August 2025; and
-
the description of the rights and liabilities attaching to ANZGHL Ordinary Shares that is contained in the “Description of the ANZGHL Ordinary Shares to be issued upon Conversion of Subordinated Notes that are subject to Conversion” section of the Information Memorandum.
Words and expressions defined in the Information Memorandum have the same meanings in the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by ANZBGL will not have a material impact on ANZBGL’s or ANZGHL’s financial position. If a Non-Viability Trigger Event occurs and ANZGHL issues ANZGHL Ordinary Shares, the impact of Conversion on ANZGHL would be to increase ANZGHL’s shareholders’ equity. The number of ANZGHL Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. The Maximum Conversion Number is 162.9726 ANZGHL Ordinary Shares per Subordinated Note (with a Principal Amount of A$1,000), based on the Issue Date VWAP[2] of A$30.68.
As a disclosing entity, ANZGHL is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZGHL to prepare and lodge with the Australian Securities and Investments Commission (“ ASIC ”) both yearly and half yearly financial statements and to report on its operations during the relevant accounting period, and to obtain an audit or review report from its auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
ANZGHL must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purposes of the ASX making the information available to the Australian securities market. In this regard, ANZGHL has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the
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ASX immediately of any information concerning it of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of its quoted securities.
ANZGHL will provide a copy of any of the following documents free of charge to any person who requests a copy before the Subordinated Notes are issued:
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the Information Memorandum;
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any continuous disclosure notices given by ANZGHL in the period after the lodgement of the annual financial report of ANZGHL for the year ended 30 September 2024 and before the date of this notice;
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ANZGHL’s consolidated financial report and dividend announcement for the half year ended 31 March 2025;
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ANZGHL’s annual financial report for the year ended 30 September 2024; and
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ANZGHL’s constitution.
All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA
This notice is not a prospectus or other disclosure document in relation to the Subordinated Notes, and does not constitute an offer or invitation for the Subordinated Notes or any ANZGHL Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale to persons in Australia in circumstances where disclosure is not required in accordance with Part 6D.2 and the sale is not to a retail client for the purposes of Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“ US Securities Act ”) or the securities laws of any state of the United States or any jurisdiction, and the securities may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the US Securities Act) unless an exemption from the registration requirements of the US Securities Act is available and the offer and sale is in accordance with all applicable state securities laws of any state of the United States. This notice is not an offer or invitation to any U.S. persons.
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SCHEDULE 1 – Commercial particulars of the Subordinated Notes
PRICING SUPPLEMENT
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AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522) (Incorporated with limited liability in Australia)
Australian Dollar Debt Issuance Programme
Series No: 200 Tranche No: 1
A$750,000,000 Fixed Rate Subordinated Notes due 14 August 2045 Issue Price: 100 per cent.
Dealer: Australia and New Zealand Banking Group Limited
The date of this Pricing Supplement is 12 August 2025
1
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the “SFA”) : In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 9 August 2023. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the Issue Date.
| 1 | Issuer: | Australia and New Zealand Banking Group | |
|---|---|---|---|
| Limited | |||
| 2 | (i) | Series Number: | 200 |
| (ii) | Tranche Number: | 1 | |
| (if fungible with an existing Series, include | |||
| details of that Series, including the date on | |||
| which the Notes become fungible) | |||
| 3 | Specified Currency: | Australian Dollars (“A$”) | |
| 4 | Aggregate Principal Amount: | ||
| (i) | Tranche: | A$750,000,000 | |
| (ii) | Series: | A$750,000,000 | |
| 5 | (i) | Issue Price: | 100 per cent. of the Aggregate Principal |
| Amount | |||
| (ii) | Net proceeds: | A$750,000,000 | |
| 6 | Specified Denomination(s) (and | A$1,000 in each case as it may be adjusted in | |
| Principal Amount): | accordance with Condition 7.4 | ||
| The minimum aggregate consideration | |||
| payable in respect of an offer or invitation in | |||
| Australia or any offer or invitation received in | |||
| Australia must be no less than A$500,000 (or | |||
| its equivalent in an alternate currency, in each | |||
| case, disregarding moneys lent by the offeror | |||
| or its associates) unless the offer or invitation | |||
| otherwise does not require disclosure to | |||
| investors under Part 6D.2 (disregarding | |||
| section 708(19)) or Chapter 7 of the | |||
| Corporations Act. In every case, an offer or | |||
| invitation must not be to a retail client (as | |||
| defined in section 761G of the Corporations | |||
| Act). | |||
| 7 | (i) | Issue Date: | 14 August 2025 |
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| (ii) | Interest Commencement Date: | Issue Date |
|---|---|---|
| 8 | Maturity Date: | 14 August 2045 |
| 9 | Interest Basis: | 6.171 per cent. Fixed Rate |
| (Further particulars specified below) | ||
| 10 | Redemption/Payment Basis: | Redemption at Par |
| 11 | Change of Interest or | Not Applicable |
| Redemption/Payment Basis: | ||
| 12 | Put/Call Options: | Not Applicable |
| 13 | Status of the Notes: | Subordinated Notes |
| 14 | Listing: | None |
| 15 | Method of distribution: | Non-syndicated |
| PROVISIONS RELATING TO INTEREST (IF ANY) | PAYABLE | |
| 16 | Fixed Rate Note Provisions: | Applicable |
| (i) | Rate of Interest: | 6.171 per cent. per annum payable semi- |
| annually in arrear in respect of the period | ||
| from, and including, the Issue Date to, but | ||
| excluding, the Maturity Date | ||
| (ii) | Interest Payment Date(s): | 14 February and 14 August in each year |
| commencing on 14 February 2026 up to, and | ||
| including the Maturity Date, subject to | ||
| adjustment for payment purposes only in | ||
| accordance with the Business Day | ||
| Convention | ||
| (iii) | Fixed Coupon Amount: | Not Applicable |
| (iv) | Broken Amount(s): | Not Applicable |
| (v) | Business Day Convention: | Following Business Day Convention |
| (vi) | Day Count Fraction: | RBA Bond Basis |
| (vii) | Other terms relating to the method of | Not Applicable |
| calculating interest for Fixed Rate | ||
| Notes: | ||
| 17 | Floating Rate Note Provisions: | Not Applicable |
| 18 | Zero Coupon Note Provisions: | Not Applicable |
| 19 | Linear interpolation: | Not Applicable |
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| 20 | Index Linked Interest Note Provisions: | Not Applicable |
|---|---|---|
| PROVISIONS RELATING TO REDEMPTION | ||
| 21 | Call Option: | Not Applicable |
| 22 | Put Option: | Not Applicable |
| 23 | Final Redemption Amount: | Par, as it may be adjusted in accordance with |
| Condition 7.4 | ||
| 24 | Early Redemption Amount: | Par, as it may be adjusted in accordance with |
| Condition 7.4 | ||
| Early Redemption Amount(s) payable on | ||
| redemption for taxation reasons, or a | ||
| Regulatory Event (if applicable, for | ||
| Subordinated Notes only) or on Event of | ||
| Default and/or the method of calculating the | ||
| same (if required or if different from that set | ||
| out in the Conditions). | ||
| 25 | Redemption for Regulatory Event | Applicable |
| (Subordinated Notes only): | ||
| Any early redemption will be subject to the | ||
| prior written approval of APRA. | ||
| Subordinated Noteholders should not expect | ||
| that APRA’s approval will be given for any | ||
| redemption of Subordinated Notes. | ||
| 26 | Redemption for taxation reasons: | Any early redemption will be subject to the |
| prior written approval of APRA. | ||
| Subordinated Noteholders should not expect | ||
| that APRA’s approval will be given for any | ||
| redemption of Subordinated Notes. | ||
| Condition 6.2(a): | Applicable (Note that Condition 6.2(a) | |
| applies automatically). | ||
| Condition 6.2(b) (Subordinated Notes | Applicable | |
| only): | ||
| Condition 6.2(c) (Subordinated Notes | Applicable | |
| only): | ||
| PROVISIONS APPLICABLE TO SUBORDINATED NOTES | ||
| 27 | Subordinated Notes: | Applicable |
| 28 | Write-Off: | Not Applicable |
| (Where “Not Applicable” is specified at this | ||
| paragraph 28, this is without prejudice to the | ||
| application of Condition 8.5 where | ||
| “Applicable” is specified at paragraph 29) |
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| 29 | Conversion: | Applicable |
|---|---|---|
| (i) | CD: | 1.00% |
| (ii) | VWAP Period: | 5 Business Days |
| 30 | Alternative Conversion Number: | Not Applicable |
| GENERAL | PROVISIONS APPLICABLE TO THE SECURITIES | |
| 31 | Form of Notes: | Registered |
| 32 | Record Date: | 7 days |
| 33 | Additional Financial Centre(s)(for the | Not Applicable |
| purposes of the “Business Day” | ||
| _definition)_or other special provisions | ||
| relating to Interest Payment Dates: | ||
| 34 | Public Offer Test compliant: | Yes |
| 35 | Details relating to Instalment Notes, | Not Applicable |
| including Instalment Amount(s) and | ||
| Instalment Date(s): | ||
| 36 | Consolidation provisions: | Not Applicable |
| 37 | Governing law: | State of Victoria and Commonwealth of |
| Australia | ||
| 38 | Other terms or special conditions: | As set out in Schedule 1. |
| DISTRIBUTION | ||
| 39 | If syndicated, names of Lead | Not Applicable |
| Managers and the Dealers: | ||
| 40 | If non-syndicated, name of Dealer: | Australia and New Zealand Banking Group |
| Limited | ||
| 41 | Additional selling restrictions: | Selling restrictions are set out in the |
| Information Memorandum in the section | ||
| headed “Subscription and Sale” except that | ||
| the “Singapore” sub-section is replaced with | ||
| the following: |
Singapore
This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an
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invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
OPERATIONAL INFORMATION
42 ISIN: AU3CB0324754 43 Common Code: 314860349 44 Any clearing system(s) other than Austraclear and the relevant identification number(s):
The Securities will be lodged in the Austraclear system. Securities may also be held and transacted in the Euroclear and Clearstream systems.
RATINGS
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A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time by the assigning rating organisation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
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Schedule 1
- The Perpetual Capital Floating Rate Notes issued under a trust deed dated 30 October 1986 referenced in the definition of “Equal Ranking Securities” are no longer outstanding. Accordingly, the definition of “Equal Ranking Securities” in Condition 1.1 is deleted and replaced with:
“Equal Ranking Securities means any present or future instrument that ranks in a winding-up of the Issuer as the most junior claim in the winding-up of the Issuer ranking senior to Junior Ranking Securities, and includes any other instruments issued as Relevant Tier 2 Securities.”
- The following disclosure shall be added to the section entitled “Summary of the Programme - Additional Note Risks (Subordinated Notes):”
“Subordinated Noteholders should be aware that, as at the date of this Pricing Supplement, Relevant Tier 1 Securities include the securities eligible for inclusion as Additional Tier 1 Capital. APRA has proposed that Additional Tier 1 Capital be phased out from 1 January 2027. This is likely to decrease the amount (if any) of Relevant Tier 1 Securities and increase the amount of Relevant Tier 2 Securities that are on issue from time to time, which could adversely affect the outcomes for holders of Subordinated Notes in the event of a Non-Viability Trigger Event.
The transitional arrangements that will apply to Additional Tier 1 Capital instruments on issue on 1 January 2027 are subject to on-going consultation with APRA, however it is expected that no Additional Tier 1 Capital instruments would remain on issue after 1 January 2032. Accordingly, from that date, the only securities ranking junior to the Subordinated Notes in a winding-up would be ordinary shares in the Issuer, and if a Non-Viability Trigger Event were to occur there would be no Relevant Tier 1 Securities liable to be Converted before the Subordinated Notes are required to be Converted.”
- All disclosure in the Information Memorandum describing ranking and subordination is qualified by the changes described above.
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PRICING SUPPLEMENT
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AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522) (Incorporated with limited liability in Australia)
Australian Dollar Debt Issuance Programme
Series No: 201 Tranche No: 1
A$750,000,000 Fixed to Floating Rate Subordinated Notes due 14 August 2040 Issue Price: 100 per cent.
Dealer: Australia and New Zealand Banking Group Limited
The date of this Pricing Supplement is 12 August 2025
1
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the “SFA”) : In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 9 August 2023. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the Issue Date.
| 1 | Issuer: | Australia and New Zealand Banking Group | |
|---|---|---|---|
| Limited | |||
| 2 | (i) | Series Number: | 201 |
| (ii) | Tranche Number: | 1 | |
| (if fungible with an existing Series, include | |||
| details of that Series, including the date on | |||
| which the Notes become fungible) | |||
| 3 | Specified Currency: | Australian Dollars (“A$”) | |
| 4 | Aggregate Principal Amount: | ||
| (i) | Tranche: | A$750,000,000 | |
| (ii) | Series: | A$750,000,000 | |
| 5 | (i) | Issue Price: | 100 per cent. of the Aggregate Principal |
| Amount | |||
| (ii) | Net proceeds: | A$750,000,000 | |
| 6 | Specified Denomination(s) (and | A$1,000 in each case as it may be adjusted in | |
| Principal Amount): | accordance with Condition 7.4 | ||
| The minimum aggregate consideration | |||
| payable in respect of an offer or invitation in | |||
| Australia or any offer or invitation received in | |||
| Australia must be no less than A$500,000 (or | |||
| its equivalent in an alternate currency, in each | |||
| case, disregarding moneys lent by the offeror | |||
| or its associates) unless the offer or invitation | |||
| otherwise does not require disclosure to | |||
| investors under Part 6D.2 (disregarding | |||
| section 708(19)) or Chapter 7 of the | |||
| Corporations Act. In every case, an offer or | |||
| invitation must not be to a retail client (as | |||
| defined in section 761G of the Corporations | |||
| Act). | |||
| 7 | (i) | Issue Date: | 14 August 2025 |
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| (ii) | Interest Commencement Date: | Issue Date |
|---|---|---|
| 8 | Maturity Date: | Interest Payment Date falling on or nearest to |
| 14 August 2040 | ||
| 9 | Interest Basis: | From, and including, the Issue Date to, but |
| excluding, 14 August 2035: 5.691 per cent. | ||
| Fixed Rate | ||
| From, and including, 14 August 2035 to, but | ||
| excluding, the Maturity Date: 3 month BBSW | ||
| + 1.68 per cent. Floating Rate | ||
| (Further particulars specified below) | ||
| 10 | Redemption/Payment Basis: | Redemption at Par |
| 11 | Change of Interest or | Applicable |
| Redemption/Payment Basis: | ||
| From, and including, the Issue Date to, but | ||
| excluding, 14 August 2035: Fixed Rate | ||
| From, and including, 14 August 2035 to, but | ||
| excluding, the Maturity Date: Floating Rate | ||
| (Further particulars specified below) | ||
| 12 | Put/Call Options: | Call Option |
| (Further particulars specified below) | ||
| 13 | Status of the Notes: | Subordinated Notes |
| 14 | Listing: | None |
| 15 | Method of distribution: | Non-syndicated |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
| 16 | Fixed Rate Note Provisions: | Applicable from, and including, the Issue Date |
| to, but excluding, 14 August 2035 | ||
| (i) | Rate of Interest: | 5.691 per cent. per annum payable semi- |
| annually in arrear in respect of the period | ||
| from, and including, the Issue Date to, but | ||
| excluding, 14 August 2035 | ||
| (ii) | Interest Payment Date(s): | 14 February and 14 August in each year |
| commencing on 14 February 2026 up to, and | ||
| including, 14 August 2035, subject to | ||
| adjustment for payment purposes only in | ||
| accordance with the Business Day | ||
| Convention | ||
| (iii) | Fixed Coupon Amount: | Not Applicable |
| (iv) | Broken Amount(s): | Not Applicable |
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| (v) | Business Day Convention: | Following Business Day Convention | |
|---|---|---|---|
| (vi) | Day Count Fraction: | RBA Bond Basis | |
| (vii) | Other terms relating to the method of | Not Applicable | |
| calculating interest for Fixed Rate | |||
| Notes: | |||
| 17 | Floating Rate Note Provisions: | Applicable from, and including, 14 August | |
| 2035 to, but excluding, the Maturity Date | |||
| (i) | (a) Interest Period(s): | Not Applicable (For the avoidance of doubt | |
| the defined term in Condition 1.1 applies) | |||
| (b) Interest Payment Dates: | 14 February, 14 May, 14 August and 14 | ||
| November in each year commencing on 14 | |||
| November 2035 up to, and including, the date | |||
| on which the Subordinated Notes are | |||
| redeemed, subject to adjustment in | |||
| accordance with the Business Day | |||
| Convention | |||
| (c) Interest Period Date if not an | Not Applicable | ||
| Interest Payment Date: | |||
| (ii) | Business Day Convention: | Modified Following Business Day Convention | |
| (iii) | Manner in which the Rate(s) of | BBSW Rate Determination | |
| Interest is/are to be determined: | |||
| (iv) | Calculation Agent responsible for | Australia and New Zealand Banking Group | |
| calculating the Rate(s) of Interest | Limited | ||
| and Interest Amount(s): | |||
| (v) | Screen Rate Determination: | Not Applicable | |
| (vi) | Margin(s): | +1.68 per cent. per annum | |
| (vii) | Minimum Rate of Interest: | Not Applicable | |
| (viii) | Maximum Rate of Interest: | Not Applicable | |
| (ix) | Rate Multiplier | Not Applicable | |
| (x) | Day Count Fraction: | Actual/365 (fixed) | |
| (xi) | Fall back provisions, rounding | Not Applicable | |
| provisions, denominator and any | |||
| other terms relating to the method of | |||
| calculating interest on Floating Rate | |||
| Notes, if different from those set out | |||
| in the Conditions: | |||
| 18 | Zero Coupon Note Provisions: | Not Applicable | |
| 19 | Linear interpolation: | Not Applicable | |
| 20 | Index Linked Interest Note Provisions: | Not Applicable |
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PROVISIONS RELATING TO REDEMPTION
21 Call Option:
Applicable
Any early redemption will be subject to the prior written approval of APRA. Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption of Subordinated Notes.
-
(i) Option Exercise Date(s) ( if other than as set out in the Conditions) :
-
(ii) Optional Redemption Date(s):
Not Applicable
14 August 2035 and every Interest Payment Date thereafter up to, but excluding, the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention
The Optional Redemption Date must not be earlier than 5 years from the Issue Date.
-
(iii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):
-
(iv) If redeemable in part:
-
(a) Minimum Redemption Amount:
-
(b) Maximum Redemption Amount:
-
-
22 Put Option:
-
23 Final Redemption Amount:
-
24 Early Redemption Amount:
Redemption at Par, as it may be adjusted in accordance with Condition 7.4
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Par, as it may be adjusted in accordance with Condition 7.4
Par, as it may be adjusted in accordance with Condition 7.4
Early Redemption Amount(s) payable on redemption for taxation reasons, or a Regulatory Event ( if applicable, for Subordinated Notes only ) or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions).
25 Redemption for Regulatory Event ( Subordinated Notes only ):
Applicable
Any early redemption will be subject to the prior written approval of APRA.
Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption of Subordinated Notes.
- 26 Redemption for taxation reasons:
Any early redemption will be subject to the prior written approval of APRA.
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| Subordinated Noteholders should not expect | ||
|---|---|---|
| that APRA’s approval will be given for any | ||
| redemption of Subordinated Notes. | ||
| Condition 6.2(a): | Applicable (Note that Condition 6.2(a) | |
| applies automatically). | ||
| Condition 6.2(b) (Subordinated Notes | Applicable | |
| only): | ||
| Condition 6.2(c) (Subordinated Notes | Applicable | |
| only): | ||
| PROVISIONS APPLICABLE TO SUBORDINATED NOTES | ||
| 27 | Subordinated Notes: | Applicable |
| 28 | Write-Off: | Not Applicable |
| (Where “Not Applicable” is specified at this | ||
| paragraph 28, this is without prejudice to the | ||
| application of Condition 8.5 where | ||
| “Applicable” is specified at paragraph 29) | ||
| 29 | Conversion: | Applicable |
| (i) | CD: | 1.00% |
| (ii) | VWAP Period: | 5 Business Days |
| 30 | Alternative Conversion Number: | Not Applicable |
| GENERAL | PROVISIONS APPLICABLE TO THE SECURITIES | |
| 31 | Form of Notes: | Registered |
| 32 | Record Date: | 7 days |
| 33 | Additional Financial Centre(s)(for the | Not Applicable |
| purposes of the “Business Day” | ||
| _definition)_or other special provisions | ||
| relating to Interest Payment Dates: | ||
| 34 | Public Offer Test compliant: | Yes |
| 35 | Details relating to Instalment Notes, | Not Applicable |
| including Instalment Amount(s) and | ||
| Instalment Date(s): | ||
| 36 | Consolidation provisions: | Not Applicable |
| 37 | Governing law: | State of Victoria and Commonwealth of |
| Australia | ||
| 38 | Other terms or special conditions: | As set out in Schedule 1. |
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DISTRIBUTION
39 If syndicated, names of Lead Managers and the Dealers: 40 If non-syndicated, name of Dealer: 41 Additional selling restrictions:
Not Applicable
Australia and New Zealand Banking Group Limited
Selling restrictions are set out in the Information Memorandum in the section headed “Subscription and Sale” except that the “Singapore” sub-section is replaced with the following:
Singapore
This Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
OPERATIONAL INFORMATION
42 ISIN: AU3CB0324762 43 Common Code: 314860560 44 Any clearing system(s) other than The Securities will be lodged in the Austraclear and the relevant Austraclear system. Securities may also be identification number(s): held and transacted in the Euroclear and Clearstream systems.
RATINGS
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A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may be subject to revision or withdrawal at any time by the assigning rating organisation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
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Schedule 1
- The Perpetual Capital Floating Rate Notes issued under a trust deed dated 30 October 1986 referenced in the definition of “Equal Ranking Securities” are no longer outstanding. Accordingly, the definition of “Equal Ranking Securities” in Condition 1.1 is deleted and replaced with:
“Equal Ranking Securities means any present or future instrument that ranks in a winding-up of the Issuer as the most junior claim in the winding-up of the Issuer ranking senior to Junior Ranking Securities, and includes any other instruments issued as Relevant Tier 2 Securities.”
- The following disclosure shall be added to the section entitled “Summary of the Programme - Additional Note Risks (Subordinated Notes):”
“Subordinated Noteholders should be aware that, as at the date of this Pricing Supplement, Relevant Tier 1 Securities include the securities eligible for inclusion as Additional Tier 1 Capital. APRA has proposed that Additional Tier 1 Capital be phased out from 1 January 2027. This is likely to decrease the amount (if any) of Relevant Tier 1 Securities and increase the amount of Relevant Tier 2 Securities that are on issue from time to time, which could adversely affect the outcomes for holders of Subordinated Notes in the event of a Non-Viability Trigger Event.
The transitional arrangements that will apply to Additional Tier 1 Capital instruments on issue on 1 January 2027 are subject to on-going consultation with APRA, however it is expected that no Additional Tier 1 Capital instruments would remain on issue after 1 January 2032. Accordingly, from that date, the only securities ranking junior to the Subordinated Notes in a winding-up would be ordinary shares in the Issuer, and if a Non-Viability Trigger Event were to occur there would be no Relevant Tier 1 Securities liable to be Converted before the Subordinated Notes are required to be Converted.”
- All disclosure in the Information Memorandum describing ranking and subordination is qualified by the changes described above.
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