FINAL TERMS. Australia and New Zealand Banking Group Limited ABN

Transcription

1 FINAL TERMS 21 November 2016 Australia and New Zealand Banking Group Limited ABN Issue of EUR 750,000, per cent. Fixed Rate Covered Bonds due 22 November 2023 irrevocably and unconditionally guaranteed as to payment of principal and interest by Perpetual Corporate Trust Limited as trustee of the ANZ Residential Covered Bond Trust under the US$30,000,000,000 Global Covered Bond Programme PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 8 November 2016 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) as amended by Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer and the Covered Bond Guarantor and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms and the Prospectus. Copies of the Prospectus are available free of charge to the public on the public website of the London Stock Exchange and from the specified office of the Covered Bond Paying Agent and for viewing at 1. (a) Series Number: (b) Tranche Number: 1 2. Specified Currency or Currencies: Euro 3. Aggregate Principal Amount of Covered Bonds: EUR 750,000,000 (a) Series: EUR 750,000,000 (b) Tranche: EUR 750,000, Issue Price: per cent. of the Aggregate Principal Amount 5. (a) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000 (b) Calculation Amount: EUR 1, (a) Issue Date: 22 November 2016 (b) Interest Commencement Date: Issue Date v

2 7. (a) Final Maturity Date: 22 November 2023 (b) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: 22 November Interest Basis: (a) 0.45 per cent. Fixed Rate payable on each Interest Payment Date annually in arrear from (and including) the Interest Commencement Date to (and including) the Final Maturity Date. (b) If applicable (as to which see item 14 below), 1-month EURIBOR plus 0.10 per cent. per annum Floating Rate payable on each Interest Payment Date from (but excluding) the Final Maturity Date to (and including) the earlier of (i) the date on which the Covered Bonds are redeemed in full or (ii) the Extended Due for Payment Date. (further particulars specified below) 9. Redemption Basis: 100 per cent. of the nominal amount 10. Payment Basis: (a) Instalment Covered Bonds: (b) Hard Bullet Covered Bonds: 11. Change of Interest Basis or Redemption/Payment Basis: Applicable. See paragraph 8 above. 12. Put/Call Options: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. Fixed Rate Covered Bond provisions: Applicable from (and including) the Interest Commencement Date to (and including) the Final Maturity Date (a) Rate of Interest: 0.45 per cent. per annum payable annually in arrears on each Interest Payment Date (b) Interest Payment Date(s): First Interest Payment Date will be 22 November 2017 and thereafter 22 November in each year up to and including the Final Maturity Date (c) Business Day Convention: Following Business Day Convention v

3 (d) Fixed Coupon Amount(s): EUR 4.50 per Calculation Amount (e) Broken Amount(s): (f) Day Count Fraction: Actual/Actual (ICMA) (Unadjusted) (g) Determination Date(s): 14. Floating Rate Covered Bond provisions: Applicable from (but excluding) the Final Maturity Date if payment of the Final Redemption Amount is deferred until the Extended Due for Payment Date (a) Specified Period(s): If applicable, if payment of the Final Redemption Amount is deferred to the Extended Due for Payment Date in the circumstances described in the Prospectus, from (but excluding) the Final 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 (b) Interest Payment Dates: The 22 nd calendar day of each month, commencing on (but excluding) the Final 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, subject to adjustment in accordance with the Business Day Convention specified in paragraph 14(c) (c) Business Day Convention: Modified Following Business Day Convention (d) Additional Business Centre(s): For the avoidance of doubt, in accordance with the Conditions, TARGET2, Sydney, Melbourne, New York and London are Business Centres (e) Manner in which the Rate of Interest and Interest Amount are to be determined: Screen Rate Determination (f) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Covered Bond Paying Agent /Calculation Agent): (g) Screen Rate Determination: Applicable v

4 (A) Reference Rate: 1-month EURIBOR (B) Interest Determination Date(s): Two TARGET2 Business Days prior to the commencing of each Interest Period (C) Relevant Screen Page: Reuters Screen Page EURIBOR01 (D) Relevant Time: 11:00 a.m. (Brussels time) (E) Relevant Financial Centre: Brussels (h) ISDA Determination: (i) Margin(s): +0.10% per annum (j) Minimum Rate of Interest: (k) Maximum Rate of Interest: (l) Day Count Fraction: Actual/ 360 (Adjusted) 15. Zero Coupon Covered Bond provisions: 16. Coupon Switch Option: PROVISIONS RELATING TO REDEMPTION 17. Redemption at the option of the Issuer (Call): 18. Redemption at the option of the Covered Bondholders (Put): 19. Final Redemption Amount of each Covered Bond: 20. Early Redemption Amount payable for tax reasons, illegality or event of default: 21. Notice Periods for redemption for tax reasons or due to illegality EUR 1,000 per Calculation Amount EUR 1,000 per Calculation Amount Minimum period: 30 days Maximum period: 60 days GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS 22. (a) Form of Covered Bonds: Bearer Covered Bonds: Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds only upon an Exchange Event v

5 (b) Intended to be held in a manner which would allow Eurosystem eligibility: No 23. Additional Financial Centre(s): 24. Redenomination: 25. Governing law: England and Wales For the avoidance of doubt, in accordance with the Conditions, TARGET2, Sydney, Melbourne, New York and London PURPOSE OF FINAL TERMS This Final Terms comprises the final terms required for issue and admission to trading on the London Stock Exchange's regulated market of the Covered Bonds described herein pursuant to the US$30,000,000,000 Global Covered Bond Programme of Australia and New Zealand Banking Group Limited and Perpetual Corporate Trust Limited as trustee of the ANZ Residential Covered Bond Trust v

6 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING: Application is expected to be made by the Issuer (or on its behalf) for the Covered Bonds to be admitted to trading on the London Stock Exchange's regulated market with effect from 22 November RATINGS: Ratings: The Covered Bonds to be issued have been rated: Fitch Australia Pty Ltd: AAA Moody's Investors Service Pty, Limited: Aaa 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE: Save for the fees payable to Australia and New Zealand Banking Group Limited (as Dealer), BNP Paribas, HSBC France, UBS Limited, DZ BANK AG Deutsche Zentral- Genossenschaftsbank, Frankfurt am Main and Norddeutsche Landsbank Girozentrale - (the "Relevant Dealers"), so far as the Issuer and the Covered Bond Guarantor are aware, no person involved in the offer of the Covered Bonds has an interest material to the offer. The Relevant Dealers and their affiliates have engaged, and may in future engage in investment banking and/or commercial banking transactions with, and may perform other services (such as acting as Covered Bond Swap Counterparty) for the Issuer, the Covered Bond Guarantor and their affiliates in the ordinary course of business. 4. ESTIMATED NET PROCEEDS: Estimated net proceeds: EUR 749,017, YIELD: (FIXED RATE COVERED BONDS ONLY) Indication of yield: 0.45 per cent. per annum. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 6. HISTORIC INTEREST RATES Details of 1-month EURIBOR rates can be obtained from Reuters. 7. OPERATIONAL INFORMATION: (a) ISIN: XS (b) Common Code: (c) CUSIP: v

7 (d) Any clearing system(s) other than Euroclear, Clearstream, Luxembourg DTC and the relevant identification number(s): (e) Delivery: Delivery against payment (f) (g) (h) Name and address of initial Paying Agent(s) in relation to the Covered Bonds (other than the Australian Registered Covered Bonds): Names and addresses of additional Paying Agent(s) (if any) in relation to the Covered Bonds (other than the Australian Registered Covered Bonds): Name(s) and address(es) of the Australian Registrar in relation to the Australian Registered Covered Bonds: Deutsche Bank AG, Hong Kong Branch, Level 52 International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong 8. DISTRIBUTION U.S. Selling Restrictions: Reg S Compliance Category 2, TEFRA D Signed on behalf of the Issuer: By: Duly authorised Signed on behalf of Perpetual Corporate Trust Limited in its capacity as trustee of the ANZ Residential Covered Bond Trust By: Duly authorised v