EXECUTION VERSION
FINAL TERMS
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME: The Covered Bonds are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive") where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (UK) ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive in the UK, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
9 January 2023
Series No: | 2023-C1 |
Tranche No: 1
Westpac Banking Corporation
(Legal Entity Identifier (LEI): EN5TNI6CI43VEPAMHL14)
Issue of GBP 750,000,000 Floating Rate Regulation S Covered Bonds due 11 January
2028
Irrevocably and unconditionally guaranteed as to payment of principal and interest by BNY Trust Company of Australia Limited as trustee of the Westpac Covered Bond Trust under the U.S.$40 billion
Global Covered Bond Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the International Terms and Conditions set forth in the Prospectus dated 11 November 2022 and the supplemental Prospectus dated 20 December 2022 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"). This document constitutes the final terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus as so supplemented in order to obtain all the relevant information. Copies of the Prospectus and the supplemental Prospectus are available free of charge to the public at Camomile Court, 23 Camomile Street, London EC3A 7LL, United Kingdom and from the specified office of each of the Paying Agents and will be available for viewing on the website of the Regulatory News Service
operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
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1 | (i) | Issuer: | Westpac Banking Corporation (ABN 33 007 457 | ||
141) | |||||
(ii) | CB Guarantor: | BNY Trust Company of Australia Limited (ABN 49 | |||
050 294 052) as trustee of the Westpac Covered | |||||
Bond Trust (ABN 41 372 138 093) | |||||
(iii) | Series Number: | 2023-C1 | |||
(iv) | Tranche Number: | 1 | |||
(v) | Date | on | which Covered | Not Applicable | |
Bonds | will | be consolidated | |||
and form a single Series: | |||||
2 | Specified | Currency | or Currencies of | Sterling ("GBP") | |
denominations: |
- Aggregate Principal Amount of Covered Bonds:
(i) | Series: | GBP 750,000,000 | |||||
(ii) | Tranche: | GBP 750,000,000 | |||||
4 | Issue Price: | 100% of the Aggregate Principal Amount | |||||
5 | Denominations: | GBP 100,000 and integral multiples of GBP 1,000 | |||||
thereafter | |||||||
6 | (i) | Issue Date: | 11 January 2023 | ||||
(ii) | Interest | Commencement | Issue Date | ||||
Date: | |||||||
7 | (i) | Maturity Date: | 11 January 2028 | ||||
(ii) | Extended Due for | Payment | 11 January 2029 | ||||
Date of Guaranteed Amounts | |||||||
corresponding to | the | Final | |||||
Redemption | Amount | under | |||||
the | Covered | Bond | |||||
Guarantee: | |||||||
8 | Interest Basis: | From and including the Issue Date to, but excluding, | |||||
the Maturity Date: SONIA plus 0.75 per cent. | |||||||
Floating Rate, payable quarterly in arrear | |||||||
From and including the Maturity Date to, but | |||||||
excluding, the Extended Due for Payment Date: | |||||||
SONIA plus 0.75 per cent. Floating Rate, payable | |||||||
monthly in arrear | |||||||
9 | Redemption/Payment Basis: | Redemption at par | |||||
10 | Change of Interest Basis or | From Floating to Floating | |||||
Redemption/Payment Basis: |
3
11 | Put/Call Options: | Not Applicable |
12 | Date of approval for issuance of | Not Applicable save as described under the heading |
Covered Bonds obtained: | "Authorisation" in the section entitled "General | |
Information" in the Prospectus | ||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
13 | Fixed Rate Covered Bond provisions: | Not Applicable |
- Fixed Rate Reset Covered Bond Not Applicable Provisions
- Floating Rate Covered Bond Applicable from and including the Interest
Provisions: | Commencement Date to, but excluding, the Maturity | |
Date | ||
(i) | Specified Period(s): | Not Applicable |
(ii) | Interest Payment Dates: | 11 January, 11 April, 11 July and 11 October in each |
year, commencing on 11 April 2023, up to and | ||
including the Maturity Date | ||
(iii) | Interest Period End Dates or | Interest Payment Dates |
(if the applicable Business | ||
Day Convention below is the | ||
FRN Convention) Interest | ||
Accrual Period: |
- Business Day Convention:
(a) | for Interest Payment | Modified Following Business Day Convention | |
Dates: | |||
(b) | for Interest Period | Modified Following Business Day Convention | |
End Dates: | |||
(c) | for Maturity Date: | Modified Following Business Day Convention | |
(v) | Additional Business | Sydney, Australia | |
Centre(s): | London, United Kingdom | ||
New York, New York | |||
(vi) | Manner in which the Rate of | Screen Rate Determination | |
Interest and Interest Amount | |||
are to be determined: | |||
(vii) | Party responsible for | Not Applicable | |
calculating the Rate of | |||
Interest and Interest Amount | |||
(if not the Principal Paying | |||
Agent/Calculation Agent): | |||
(viii) | Screen Rate Determination: | Applicable (Overnight Rate) | |
(a) | Reference Rate: | SONIA |
4
(b) | Interest | Five London Banking Days prior to the end of each | |||
Determination | Interest Accrual Period | ||||
Date(s): | |||||
(c) | SONIA | Averaging | Compounded Daily | ||
Method | |||||
(d) | Observation | Look- | Five London Banking Days | ||
Back Period: | |||||
(e) | Observation Method: | Lag | |||
(f) | Relevant | Screen | Reuters Screen SONIA Page (or any replacement | ||
Page: | thereto) | ||||
(g) | Relevant Time: | Not Applicable | |||
(h) | Relevant | Financial | London | ||
Centre: | |||||
(ix) | ISDA Determination: | Not Applicable | |||
(x) | BBSW Rate Determination: | Not Applicable | |||
(xi) | Margin(s): | +0.75 per cent. per annum | |||
(xii) | Minimum Rate of Interest: | Not Applicable | |||
(xiii) | Maximum Rate of Interest: | Not Applicable | |||
(xiv) | Day Count Fraction: | Actual/365 (Fixed) | |||
(xv) | Accrual Feature: | Not Applicable | |||
(xvi) | Broken Amounts: | Not Applicable |
- Interest Accrual Periods to All which Floating Rate Covered
Bond Provisions are applicable:
16 Floating Rate Covered Bond Provisions
(i) | Specified Period(s): | Applicable from, and including, the Maturity Date to, |
but excluding, the earlier of: (i) the date on which the | ||
Covered Bonds are redeemed in full; and (ii) the | ||
Extended Due for Payment Date | ||
(ii) | Interest Payment Dates: | 11th calendar day of each month payable from, but |
excluding the Maturity Date to, and including, the | ||
earlier of (i) the date on which the Covered Bonds | ||
are redeemed in full; and (ii) the Extended Due for | ||
Payment Date |
- Interest Period End Dates or (if the applicable Business Day Convention below is the
The first Interest Period after the Maturity Date will be the period from, and including, the Maturity Date to, but excluding, the next following Interest
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Westpac Banking Corporation published this content on 11 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2023 14:24:35 UTC.