Western Australian Treasury Corporation (ABN )

Transcription

1 Level: 4 From: 4 Thursday, October 27, :59 eprint Intro : 4273 Intro PROSPECTUS DATED 31 OCTOBER 2011 U.S.$2,000,000,000 Euro Medium Term Notes Western Australian Treasury Corporation (ABN ) Due from 1 month to 30 years from the date of issue guaranteed by The Treasurer on behalf of the State of Western Australia Under the Euro Medium Term Note Programme (the Programme ) Western Australian Treasury Corporation (the Issuer or WATC ), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes denominated in such currencies as are provided herein (the Notes ). Subject as provided herein, Notes will have maturities from 1 month to 30 years from the date of issue. The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$2,000,000,000 (or the equivalent in other currencies at the date of issue). The Notes will be guaranteed by the Treasurer on behalf of the State of Western Australia. The Notes are subject to redemption at the option of the Issuer in the event of certain changes affecting Australian taxation as described in Terms and Conditions of the Notes-Redemption and Purchase. The Notes may bear interest on a fixed or floating rate or variable coupon amount basis, or be issued on a fully discounted basis and not bear interest, and the amount payable on the redemption of Notes may be fixed or variable. Notes will be issued in series (each a Series ) having one or more issue dates and the same maturity date, bearing interest (if any) on the same basis and at the same rate and on terms otherwise identical. Each Series may be issued in tranches on different issue dates. Application has been made to the Financial Services Authority in its capacity as competent authority (the UK Listing Authority ) under the Financial Services and Markets Act 2000 ( FSMA ) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the Official List ) and to the London Stock Exchange plc (the London Stock Exchange ) for such Notes to be admitted to trading on the London Stock Exchange s Regulated Market (the Market ). References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, Notes may be issued pursuant to the Programme which will not be listed on the Market or any other stock exchange. The relevant final terms (the Final Terms ) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Market (or any other stock exchange). Each tranche of each Series of Notes in bearer form with a maturity of more than 1 year will initially be represented by a temporary Global Note and each tranche of each Series of Notes in bearer form with a maturity of up to and including 1 year will be represented by a permanent Global Note. Notes in registered form will be evidenced by registered certificates (each a Certificate ). Unless otherwise specified in the applicable Final Terms, Global Notes and Certificates will be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V., ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). Interests in temporary Global Notes will be exchangeable for definitive Notes or for interests in permanent Global Notes. Interests in permanent Global Notes will be exchangeable for definitive Notes in bearer form or registered form as described under Summary of Provisions relating to the Notes while in Global Form below. Prospective investors should have regard to the factors described under the section headed Risk Factors in this Prospectus. For a discussion of Risk Factors, see page 11 below. The credit ratings of the State (as defined herein) set out on page 63 are provided by Moody s Investors Service Pty Limited and Standard and Poor s (Australia) Pty Limited. Moody s Investors Services Pty Limited is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009. Standard & Poor s (Australia) Pty Limited is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009. Whether or not a rating in relation to any tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit rating agencies will be disclosed in the relevant Final Terms. Any person (an Investor ) intending to acquire or acquiring any Notes from any person (an Offeror ) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 ( FSMA ), the Issuer may be responsible to the Investor for the Prospectus under section 90 of FSMA, only if the Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Prospectus and/or who is responsible for its contents it should take legal advice. BofA Merrill Lynch Commonwealth Bank of Australia Daiwa Capital Markets Europe Mizuho International plc Nomura Dealers UBS Investment Bank Arranger Credit Suisse Citigroup Credit Suisse Deutsche Bank National Australia Bank Limited RBC Capital Markets The date of this Prospectus, which supersedes and replaces the previous prospectus relating to the Programme dated 29 October 2010 is 31 October 2011 A A A A A A5-6.1 A

2 Level: 4 From: 4 Thursday, October 27, :20 eprint Intro : 4273 Intro This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive ) and for the purpose of giving information with regard to the Issuer, the Treasurer on behalf of the State of Western Australia (the Guarantor ), the State of Western Australia (the State ) and the Notes which, according to the particular nature of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer (the Responsible Person ) and the Guarantor (only in relation to information relating to itself and the Guarantee (as defined below)) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. A4-1.1 A5-1.1 A A A5-1.2 A4-1.2 A A The previous paragraph should be read in conjunction with the seventh paragraph on the first page of this Prospectus. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference below) and with any supplemental prospectus which may be issued from time to time pursuant to Section 87G of the FSMA. No person has been authorised by the Issuer or the Guarantor to give any information or to make any representations other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined on page 1). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantor or the State since the date hereof. An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlements arrangements. The Issuer will not be a party to any such arrangements with Investors (other than Dealers) in connection with the offer or sale of the Notes and, accordingly, this Prospectus and any Final Terms will not contain such information and an Investor must obtain such information from the Offeror. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act ) and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see Plan of Distribution. The Issuer will during the continuance of the Programme prepare a further Prospectus not later than one year after the date of this Prospectus. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes or the distribution of this Prospectus in any jurisdiction where such action is required. 2

3 Level: 4 From: 4 Thursday, October 27, :20 eprint Intro : 4273 Intro The Dealers have not separately verified the information contained herein. None of the Dealers, which expression shall include any additional Dealers appointed under this Programme from time to time, makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus, nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by either the Issuer or any of the Dealers that any recipient of this Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers undertakes to review the financial condition or affairs of the Issuer, the Guarantor or the State during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers. SUPPLEMENTAL PROSPECTUS If at any time the Issuer shall be required to prepare a supplement to the Prospectus pursuant to Section 87G of the FSMA, the Issuer will prepare and make available an appropriate amendment or supplement to this Prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the Market, shall constitute a supplemental prospectus as required by the UK Listing Authority and Section 87G of the FSMA. The Issuer has undertaken, in connection with the listing of the Notes, that if at any time while any Notes are admitted to the Official List and to trading on the Market there is a significant new factor, material mistake or inaccuracy relating to information contained in this Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in this Prospectus or removal is necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Guarantor or the State, the Issuer will prepare and make available a supplement to this Prospectus or a further Prospectus for use in connection with any subsequent issue of Notes to be admitted to the Official List and to trading on the Market. In addition, the Issuer has warranted to the Dealers as set out in paragraph 4 of General Information. 3

4 Level: 4 From: 4 Thursday, October 27, :20 eprint Intro : 4273 Intro DOCUMENTS INCORPORATED BY REFERENCE This Prospectus should be read and construed in conjunction with the following documents: (i) (ii) the audited financial statements and the audit report of the Issuer for the financial year ended 30 June 2010 which are contained on pages of the Issuer s Annual Report 2010; the audited financial statements and the audit report of the Issuer for the financial year ended 30 June 2011 which are contained on pages of the Issuer s Annual Report 2011; A A A A (iii) the terms and conditions contained on pages 7-26 of the Offering Circular dated 27 July 2001; (iv) the terms and conditions contained on pages 7-26 of the Offering Circular dated 29 July 2003; (v) the terms and conditions contained on pages 6-26 of the Offering Circular dated 29 July 2004; (vi) the terms and conditions contained on pages of the Base Prospectus dated 31 October 2005; (vii) the terms and conditions contained on pages of the Base Prospectus dated 31 October 2006; (viii) the terms and conditions contained on pages of the Base Prospectus dated 31 October 2007; (ix) the terms and conditions contained on pages of the Base Prospectus dated 31 October 2008; (x) the terms and conditions contained on pages of the Base Prospectus dated 30 October 2009; and (xi) the terms and conditions contained on pages of the Base Prospectus dated 29 October 2010, all of which have been approved by the Financial Services Authority or filed with it, shall be deemed to be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus. Those parts of each of the documents incorporated by reference listed above which are not specifically incorporated by reference in this Prospectus are either not relevant for prospective investors in the Notes or the relevant information is included elsewhere in this Prospectus. Copies of documents deemed to be incorporated by reference in this Prospectus may be obtained from (i) the registered office of the Issuer and (ii) the website of the Regulatory News Service operated by the London Stock Exchange at 4

5 Level: 4 From: 0 Friday, October 28, :15 eprint Intro : 4273 Intro TABLE OF CONTENTS SUMMARY OVERVIEW OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES RISK FACTORS TERMS AND CONDITIONS OF THE NOTES USE OF PROCEEDS SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM.. 41 WESTERN AUSTRALIAN TREASURY CORPORATION SELECTED FINANCIAL INFORMATION THE STATE OF WESTERN AUSTRALIA PUBLIC FINANCE GOVERNMENT S FINANCIAL STRATEGY GENERAL GOVERNMENT SECTOR OPERATING STATEMENT BORROWING ARRANGEMENTS PLAN OF DISTRIBUTION AUSTRALIAN TAXATION AND APPROVALS UNITED KINGDOM TAXATION GUARANTEE FORM OF FINAL TERMS PART A CONTRACTUAL TERMS PART B OTHER INFORMATION FORM OF FINAL TERMS PART B OTHER INFORMATION GENERAL INFORMATION In connection with the issue of any tranche, the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s) ) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may, outside Australia and on a market operated outside Australia, over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant tranche is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant tranche and 60 days after the date of the allotment of the relevant tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. In this Prospectus, unless otherwise specified or the context otherwise requires, references to $ and A$ are to Australian dollars, references to U.S.$ are to American dollars and references to are to the single currency of those member states of the European Union participating in the Third Stage of European Economic and Monetary Union from time to time. 5

6 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 01 : 4273 Section 01 SUMMARY This summary, which includes the following section entitled Overview of Terms and Conditions of the Programme and the Notes, must be read as an introduction to this Prospectus. Any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference, by any investor. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area (an EEA State ), no civil liability will attach to the Responsible Person in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in an EEA State, the plaintiff may, under the national legislation of the EEA State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Issuer: Guarantor: Use of Proceeds: Risk Factors: Western Australian Treasury Corporation was established on 1 July 1986 under the provisions of the Western Australian Treasury Corporation Act 1986 as amended. The Issuer is the central borrowing authority of the State of Western Australia. The Treasurer on behalf of the State of Western Australia. Legislative powers in Western Australia are vested in the Crown. Western Australia is one of the six federated sovereign states that, together with the Northern Territory and the Australian Capital Territory, constitute the Commonwealth of Australia that formed as a federal union on 1 January The net proceeds of the issue of the Notes will be used for general operating purposes of the Issuer. If in respect of any particular issue of Notes, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms. There are certain factors which may affect the Issuer s ability to fulfil its obligations under the Notes issued under the Programme. In addition to the Issuer being a statutory corporation, investors should note risks relating to a particular issue of Notes under the Programme such as risks relating to the market generally (including general market risks, exchange rate risks and exchange controls and interest rate risks); general risks relating to the Notes (such as modification and substitution of its terms and conditions); and legal investment considerations. 6

7 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 01 : 4273 Section 01 OVERVIEW OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES The following overview is qualified in its entirety by the remainder of this Prospectus. Issuer: Description: Guarantee: Arranger: Dealers: Western Australian Treasury Corporation Euro Medium Term Note Programme (the Programme ). The Notes have the benefit of a guarantee under Section 13(1) of the Western Australian Treasury Corporation Act 1986 as amended (the Act ) from the Treasurer on behalf of the State of Western Australia ( Guarantor ). See Guarantee. Credit Suisse Securities (Europe) Limited. Citigroup Global Markets Limited Commonwealth Bank of Australia Credit Suisse Securities (Europe) Limited Daiwa Capital Markets Europe Limited Deutsche Bank AG, London Branch Merrill Lynch International Mizuho International plc National Australia Bank Limited Nomura International plc RBC Europe Limited UBS Limited The Issuer may from time to time terminate the appointment of any dealer under the Programme or appoint additional dealers either in respect of a single tranche of Notes or in respect of the whole Programme. References in this Prospectus to Permanent Dealers are to the persons listed above as Dealers and to such additional persons which are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and to Dealers are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more tranches. Principal Paying Agent: Size: Currencies: Citibank, N.A. Up to U.S.$2,000,000,000 (or the equivalent in other currencies) aggregate nominal amount of Notes outstanding at any one time. Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in Sterling, U.S. dollars, Australian dollars, Canadian dollars, Danish kroner, Euro, Hong Kong dollars, New Zealand dollars, Swedish kronor, Swiss francs or Yen or in such other currencies as the Issuer may from time to time determine, but subject to compliance with all applicable laws, regulations and directives. In connection with the issue of the Notes which are denominated or payable in Yen ( Yen Notes ), the Issuer is required to comply with all applicable laws, regulations and guidelines, as amended from time to time, of the Japanese governmental and regulatory authorities. Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree to provide any necessary information on Yen Notes to the Issuer (which shall not A A5-4.4 A

8 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 01 : 4273 Section 01 include the names of clients) so that the Issuer may make any required reports to the Japanese Minister of Finance through its designated agent. Maturities: Issue Price: Method of Issue: Fixed Interest Rate Notes: Floating Rate Notes: Zero Coupon Notes: Variable Coupon Amount Notes and Index Linked Interest Notes: Variable Redemption Amount Notes and Index Linked Redemption Notes: Other Notes: Form of Notes: Subject to compliance with all relevant laws, regulations and directives, any maturity between 1 month and 30 years. With respect to any tranche of Notes which have a maturity of less than one year, unless the issue of the Notes can be issued and sold without contravention of section 19 of the FSMA, the Issuer will issue such Notes only if (a) the redemption value of each such Note is not less than 100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and (b) no part of any Note may be transferred unless the redemption value of that part is not less than 100,000 (or such an equivalent amount). Notes may be issued at par or at a discount or premium to par. The Notes will be issued on a continuous basis through the Permanent Dealers. However, the Issuer has reserved the right to sell Notes on its own behalf to Dealers which are not Permanent Dealers. The Issuer may also offer and sell Notes from time to time to purchasers procured by it who are not Dealers. There is no minimum issue size for any tranche of Notes. Further Notes may be issued as part of an existing Series. Notes may be issued on a syndicated or nonsyndicated basis. Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms and at maturity. Floating Rate Notes will bear interest set separately for each Series by reference to LIBOR, LIBID, LIMEAN or EURIBOR (or such other benchmark as may be specified in the relevant Final Terms) as adjusted for any applicable margin. Interest periods will be selected by the Issuer prior to issue and specified in the relevant Final Terms. Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both. Zero Coupon Notes will not bear interest other than in the case of late payment. The Final Terms issued in respect of each issue of Variable Coupon Amount Notes or Index Linked Interest Notes will specify the basis for calculating the amounts of interest payable, which may be by reference to a stock index or as otherwise provided in the relevant Final Terms. The Final Terms issued in respect of each issue of Variable Redemption Amount Notes and Index Linked Redemption Notes will specify the basis for calculating the redemption amounts payable, which may be by reference to a stock index or as otherwise provided in the relevant Final Terms. Terms applicable to High Interest Notes, Low Interest Notes, Step-up Notes, Step-down Notes, Dual Currency Notes, Reverse Dual Currency Notes, Optional Dual Currency Notes and any other type of Note which the Issuer and any Dealer or Dealers may agree to issue under the Programme will be set out in the relevant Final Terms and the relevant supplemental prospectus. Each tranche of Notes in bearer form with a maturity of more than 1 year will initially be represented by a temporary Global Note and each tranche of each A5-4.8 A5-4.7 A

9 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 01 : 4273 Section 01 Series of Notes in bearer form with a maturity of up to and including 1 year will be represented by a permanent Global Note, which in each case (unless otherwise specified in the applicable Final Terms) will be held by a common depositary on behalf of Euroclear and Clearstream, Luxembourg and interests therein will be credited to the accounts of the relevant purchasers with Euroclear and/or Clearstream, Luxembourg. Interests in a temporary Global Note may be exchanged as provided therein for definitive Notes in bearer form or interests in a permanent Global Note as provided in the relevant Final Terms upon certification as to non-u.s. beneficial ownership thereof on the earlier of 40 days after the issue date of such temporary Global Note or the first interest payment date. Permanent Global Notes may be exchanged (in limited circumstances only or, if so specified in the relevant Final Terms, at the option of the holder) for definitive Notes in bearer form or, if so provided, registered form on 60 days prior notice. Registered Notes will be represented by Certificates. Certificates representing Registered Notes that are registered in the name of a nominee for one or more clearing systems are referred to as Global Certificates. Definitive exchangeable bearer Notes are exchangeable into definitive registered Notes but definitive registered Notes are not exchangeable for definitive bearer Notes. See Terms and Conditions of the Notes Exchanges of Notes and Transfers of Registered Notes. Denominations: Optional Redemption: Early Redemption: Rating: Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer and as may be specified in the relevant Final Terms save that (i) the minimum denomination of each Note admitted to trading on a European Economic Area exchange and/or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be 1,000 (or, if the Notes are denominated in a currency other than Euro, the equivalent amount in such currency) or such other higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency and (ii) unless otherwise permitted by then current laws, regulations and directives, Notes which have a maturity of less than one year, must have a minimum denomination of 100,000 (or its equivalent in other currencies). The Final Terms issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity, in each case at the option of the Issuer and/or the holders, and if so the terms applicable to such redemption. Except as provided in Optional Redemption above, Notes will be redeemable at the option of the Issuer prior to maturity only for tax reasons. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to Notes already issued. Where a tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies will be disclosed in the relevant Final Terms. A

10 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 01 : 4273 Section 01 A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency Listing: Status of Notes: Negative Pledge and Cross Default: Withholding Tax: Selling Restrictions: Terms and Conditions: The Official List or as otherwise specified in the relevant Final Terms. As specified in the relevant Final Terms, a Series of Notes may be issued which is not listed on the Official List or any other stock exchange. Direct, unconditional and unsecured obligations of the Issuer ranked by the Issuer pari passu with all other unsecured and unsubordinated obligations of the Issuer for moneys borrowed, subject to customary exceptions. As described in Terms and Conditions of the Notes. All payments of principal and interest will be made free and clear of Australian withholding taxes, unless such withholding or deduction is required by law. In the event that any such withholding or deduction is made, the Issuer will be required to pay additional amounts to cover the amounts so withheld or deducted, subject to customary exceptions. See Australian Taxation and Approvals. The United States of America, the Public Offer Selling Restriction under the Prospectus Directive, the United Kingdom, Australia and Japan. The information in this Overview is subject to the specific provisions of any relevant Final Terms and the terms and conditions of the relevant Notes, which shall be as provided herein, subject to completion, amendment, variation, modification or as otherwise provided in the relevant Final Terms. A5-4.5 A A

11 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 02 : 4273 Section 02 RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. A4-4 A5-2.1 A16-2 A12-2 The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any documents deemed to be incorporated by reference herein) and reach their own views prior to making any investment decision. Factors that may affect the Issuer s ability to fulfil its obligations under or in connection with Notes issued under the Programme Statutory corporation The Issuer is a statutory corporation of the State of Western Australia which derives its powers from the Act. As such, investors will have to assess the risk that future administrations may introduce new legislation or amend existing legislation including the Act. Any such amendment to the Act may have an adverse effect on the ability of the Issuer to make payments under the Notes. Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme Notes may not be a suitable investment for all investors Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. 11

12 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 02 : 4273 Section 02 A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Accordingly, a potential investor should not invest in Notes unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor s overall investment portfolio. Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally: Modification and waivers The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. European Monetary Union If the United Kingdom joins the European Monetary Union prior to the maturity of Notes denominated in Sterling, there is no assurance that this would not adversely affect investors in the Notes. It is possible that prior to the maturity of the Notes the United Kingdom may become a participating Member State and that the Euro may become the lawful currency of the United Kingdom. In that event (i) all amounts payable in respect of any Notes denominated in Sterling may become payable in Euro (ii) the law may allow or require such Notes to be re-denominated into Euro and additional measures to be taken in respect of such Notes; and (iii) there may no longer be available published or displayed rates for deposits in Sterling used to determine the rates of interest on such Notes or changes in the way those rates are calculated, quoted and published or displayed. The introduction of the Euro could also be accompanied by a volatile interest rate environment, which could adversely affect investors in the Notes. Notes where denominations involve integral multiples: definitive Notes In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income (the EU Savings Directive ), each Member State is required to provide to the tax authorities of other Member States details of payments of interest (or similar income) paid by a person within its jurisdiction to, an individual or to certain other persons in that other Member State. However, for a transitional period, Luxembourg and Austria may instead (unless during that period they elect otherwise) apply a withholding system in relation to such payments, subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or similar income may request that no tax be withheld. The ending of such transitional period is dependent upon the 12

13 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 02 : 4273 Section 02 conclusion of certain other agreements relating to information exchange by certain non-eu countries. A number of non-eu countries and certain dependent or associated territories have adopted similar measures to the EU Savings Directive (either provision of information or transitional withholding). If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to any law implementing the EU Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 2000, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required, as provided in Condition 8(f)(vi) of the Notes, to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the EU Savings Directive. The European Commission has proposed certain amendments to the EU Savings Directive, which may, if implemented, amend or broaden the scope of the requirements described above. Change of law The Terms and Conditions of the Notes are based on English law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the relevant Notes. Risks related to structured Notes Potential investors should be aware that depending upon the structure of the Notes and market conditions: (i) (ii) (iii) (iv) (v) (vi) (vii) the market price of Notes may be volatile; interest payments may be determined by reference to a particular benchmark, index or formula which may result in the investor receiving varying amounts of interest, no interest or even paying the Issuer if the resultant interest rate is negative; payment of principal or interest may occur at a different time or in a different currency than expected; the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero; the Notes may be subject to options which give the Issuer the right to redeem the Notes prior to maturity, the exercise of which may not meet with the Investor s requirements or expectations; for Notes where the issue price is payable in more than one instalment, failure to pay any subsequent instalment could result in an investor losing all of its investment; and the inclusion of any of these features in the Notes could affect the market value and liquidity of the Notes. Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain such features. 13

14 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 02 : 4273 Section 02 Notes subject to optional redemption by the Issuer An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. Index Linked Notes and Dual Currency Notes The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor ). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) (ii) (iii) (iv) (v) (vi) the market price of such Notes may be volatile; they may receive no interest; payment of principal or interest may occur at a different time or in a different currency than expected; the amount of principal payable at redemption may be less than the nominal amount of such Notes or even zero; a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield. Partly-paid Notes The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of its investment. Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features. 14

15 Level: 4 From: 4 Thursday, October 27, :21 eprint Section 02 : 4273 Section 02 Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of such Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes. Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer s ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes. Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities. Risks related to the market generally Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: The secondary market Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, or have complex structures. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor s financial activities are denominated principally in a currency or currency unit (the Investor s Currency ) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor s Currency) and the risk that authorities with jurisdiction over the Investor s Currency may impose or modify exchange controls. An appreciation in the value of the Investor s Currency relative to the Specified Currency would decrease (1) the Investor s Currency-equivalent yield on the Notes, (2) 15