No independent verification or advice None of the Dealers or the Agents (as defined in the Conditions) act as the adviser of or owe any fiduciary or other duties to any recipient of this Base Prospectus in connection with the PR Debt Instruments and/or any related transaction (including, without limitation, in respect of the preparation and due execution of the transaction documents and the power,. [...] No review of affairs of Macquarie Bank or the Macquarie Bank Group None of the Dealers or the Agents undertakes to review the financial condition or affairs of Macquarie Bank or the Macquarie Bank Group during the life of the Programme or to advise any investor in the PR Debt Instruments of any information coming to the attention of any Dealer or Agent. [...] Changes to laws, regulations or policies, including changes in interpretation or implementation of laws, regulations or policies, could substantially affect Macquarie Bank and the Macquarie Bank Group or their businesses, the products and services Macquarie Bank and the Macquarie Bank Group offer or the value of their assets, or have unintended consequences or impacts across Macquarie Bank’s and t. [...] Macquarie Bank’s and the Macquarie Bank Group’s recovery of the value of the resulting credit exposure may be adversely affected by a number of factors, including declines in the financial condition of the counterparty, the value of collateral they hold and the market value of counterparty obligations they hold. [...] Macquarie Bank and the Macquarie Bank Group also face the risk of operational failure, termination or capacity constraints of any of the counterparties, clearing agents, exchanges, clearing houses or other financial intermediaries Macquarie Bank and the Macquarie Bank Group use to facilitate their securities or derivatives transactions, and as Macquarie Bank’s and the Macquarie Bank Group’s interc.
Authors
- Pages
- 291
- Published in
- Australia
Table of Contents
- Credit ratings 9
- Available information 9
- Responsibility 9
- Documents incorporated by reference 10
- No independent verification or advice 10
- Currency of information 10
- No review of affairs of Macquarie Bank or the Macquarie Bank Group 10
- PR Debt Instruments may not be a suitable investment for all investors 10
- Legal investment considerations may restrict certain investors 11
- No authorisation 11
- Distribution 11
- No offer 12
- Australian banking legislation 12
- The PR Debt Instruments are not protected by the Financial Services Compensation Scheme 13
- Use of defined terms in this Base Prospectus 13
- References to currencies 13
- Supplemental Prospectus 13
- Forward-Looking Statements about Macquarie Bank 14
- EU Benchmarks Regulation and UK Benchmarks Regulation 14
- Stabilisation 15
- Dissemination of Credit Ratings 15
- 1. Risk Factors 16
- Macro-economic risks 16
- Macquarie Bank’s and the Macquarie Bank Group’s business and results of operation have been and may, in the future, be adversely affected by financial markets, global credit and other economic and geopolitical challenges generally. 16
- Macquarie Bank’s and the Macquarie Bank Group’s ability to operate their businesses could be impaired if their liquidity is constrained. 18
- Failure of Macquarie Bank or the Macquarie Bank Group to maintain their credit ratings and those of their subsidiaries could adversely affect their cost of funds, liquidity, competitive position and access to capital markets. 19
- Changes and increased volatility in currency exchange rates may adversely impact the Macquarie Bank Group’s financial results and its financial and regulatory capital positions. 19
- Macquarie Bank’s and the Macquarie Bank Group’s businesses are subject to the risk of loss associated with price volatility in the equity markets and other markets in which they operate. 19
- Macquarie Bank’s and the Macquarie Bank Group’s businesses are subject to risks including trading losses, risks associated with market volatility and the risks associated with their physical commodities activities. 20
- Funding constraints of investors may impact Macquarie Bank’s and/or the Macquarie Bank Group’s income. 21
- Inflation has had, and could continue to have, a negative effect on Macquarie Bank’s or the Macquarie Bank Group’s business, results of operations and financial condition. 21
- The Macquarie Bank Group’s businesses could suffer losses due to climate change. 22
- Legal and regulatory risks 22
- Many of Macquarie Bank’s and the Macquarie Bank Group’s businesses are highly regulated and they could be adversely affected by temporary and permanent changes in law, regulations and regulatory policy. 22
- The Macquarie Bank Group is subject to the risk of loss as a result of not complying with laws governing financial crime, including sanctions. 23
- Macquarie Bank and the Macquarie Bank Group may be adversely affected by increased governmental and regulatory scrutiny or negative publicity. 24
- Litigation and regulatory actions may adversely impact Macquarie Bank and the Macquarie Bank Group’s results of operations. 24
- The Macquarie Bank Group may not manage risks associated with the replacement of interest rate benchmarks effectively. 25
- Counterparty credit risk 25
- Failure of third parties to honour their commitments in connection with Macquarie Bank’s and the Macquarie Bank Group’s trading, lending and other activities may adversely impact their business. 25
- Macquarie Bank and the Macquarie Bank Group may experience impairments in their loans, investments and other assets. 26
- Operational risks 26
- Macquarie Bank’s and the Macquarie Bank Group’s ability to retain and attract qualified employees is critical to the success of their business and the failure to do so may materially adversely affect their performance. 26
- Macquarie Bank and the Macquarie Bank Group may incur financial loss, adverse regulatory consequences or reputational damage due to inadequate or failure in internal or external operational systems and infrastructures, people and processes. 27
- A cyber-attack, information or security breach, or a technology disruption event of Macquarie Bank or the Macquarie Bank Group or of a third-party supplier could adversely affect Macquarie Bank’s or the Macquarie Bank Group’s ability to conduct their ... 28
- Macquarie Bank’s and the Macquarie Bank Group’s operations rely on their ability to maintain an appropriately staffed workforce, and on the competence, engagement, health, safety and wellbeing of employees and contractors. 30
- The Macquarie Bank Group could suffer losses due to hostile, catastrophic or unforeseen events, including due to environmental and social factors. 30
- Failure of the Macquarie Bank Group’s insurance carriers or its failure to maintain adequate insurance cover could adversely impact its results of operations. 31
- The Macquarie Bank Group is subject to risks in using custodians. 31
- Macquarie Bank may be exposed to contagion risk as it does not control the management, operations or business of entities in the Macquarie Group that are not part of the Macquarie Bank Group. 31
- Strategic risks 31
- Macquarie Bank’s and the Macquarie Bank Group’s business may be adversely affected by their failure to adequately manage the risks associated with strategic opportunities and new businesses, including acquisitions, and the exiting or restructuring of ... 31
- Macquarie Bank and the Macquarie Bank Group’s businesses depend on the Macquarie Group’s brand and reputation. 32
- Competitive pressure, both in the financial services industry, as well as in the other industries in which Macquarie Bank and the Macquarie Bank Group operate, could adversely impact their business. 32
- Conflicts of interest could limit the Macquarie Bank Group’s current and future business opportunities. 33
- Tax 33
- Macquarie Bank’s and the Macquarie Bank Group’s business operations expose them to potential tax liabilities that could have an adverse impact on their results of operation and reputation. 33
- Accounting standards 34
- Changes in accounting standards, policies, interpretations, estimates, assumptions and judgments that could have a material impact on the financial results of Macquarie Bank and the Macquarie Bank Group. 34
- Australian insolvency laws. 34
- The PR Debt Instruments are not protected by the FSCS. 35
- The PR Debt Instruments do not have the benefit of any third party guarantees or security. 35
- Issue price and optional redemption risks. 35
- Modifications and waivers. 35
- Change of Law. 36
- The secondary market generally. 36
- Listing. 36
- Exchange rate risks and exchange controls. 36
- Interest rate risks. 37
- Credit ratings may not reflect all risks. 37
- The regulation and reform of “benchmarks” may adversely affect the value of PR Debt Instruments linked to or referencing such “benchmarks”. 38
- The market continues to develop in relation to Compounded Daily SONIA as a reference rate. 40
- The use of SOFR (as defined below) as a reference rate for any SOFR-referenced PR Debt Instruments is subject to important limitations. 42
- The interest rate on compounded SOFR-referenced PR Debt Instruments is based on a compounded average of daily SOFR. 42
- Interest payments due on a series of compounded SOFR-referenced PR Debt Instruments will be determined only at the end of the relevant interest period. 43
- With respect to a series of compounded SOFR-referenced PR Debt Instruments using the payment delay convention or a convention for which a rate cut-off date is applicable, it will not be possible to calculate accrued interest with respect to any period... 43
- The base rate for compounded SOFR-referenced PR Debt Instruments using the payment delay convention or a convention for which a rate cut-off date is applicable will be calculated using the daily SOFR of the relevant cut-off date. A holder of such comp... 43
- Holders of a series of compounded SOFR-referenced PR Debt Instruments using the payment delay convention will receive payments of interest on a delayed basis. 44
- There is only limited availability of Renminbi outside of the PRC, which may affect the liquidity of the PR Debt Instruments denominated in Renminbi and the Macquarie Bank Group’s ability to source Renminbi outside of the PRC to service such PR Debt I... 44
- Renminbi is not freely convertible; there are significant restrictions on remittance of Renminbi into and outside the PRC which may adversely affect the liquidity of the PR Debt Instruments denominated in Renminbi. 45
- The investment in the PR Debt Instruments denominated in Renminbi is subject to exchange rate and interest rate risks. 45
- Payments in respect of the PR Debt Instruments denominated in Renminbi will only be made to investors in the manner specified in the terms and conditions of the relevant PR Debt Instruments. 45
- 2. Documents Incorporated by Reference 47
- Macquarie Bank Audited Annual Financial Statements and Macquarie Bank and its Subsidiaries Audited Consolidated Annual Financial Statements and Independent Auditor’s Reports 47
- Previous Terms and Conditions 48
- 3. Terms and Conditions 49
- 1 Form and Denomination 50
- 1.1 General 50
- 1.2 Type of PR Debt Instruments 50
- 1.3 Form of Bearer PR Debt Instruments 51
- 1.4 Form of Registered PR Debt Instruments 51
- 1.5 Denomination 51
- 1.6 Currency of PR Debt Instruments 51
- 1.7 Deposits 52
- 2 Title 52
- 2.1 Title to Bearer PR Debt Instruments, Coupons and Talons 52
- 2.2 Title to Registered PR Debt Instruments 52
- 2.3 Title - general 52
- (a) (in relation to a PR Debt Instrument, Coupon or Talon) the bearer of any Bearer PR Debt Instrument, Coupon or Talon (as the case may be); or 52
- (b) the person in whose name a Registered PR Debt Instrument is registered, as the case may be. 52
- 3 Exchanges of Bearer PR Debt Instruments for Registered PR Debt Instruments and transfers of Registered PR Debt Instruments 53
- 3.1 Exchange of Bearer PR Debt Instruments 53
- 3.2 Transfer of Registered PR Debt Instruments 53
- 3.3 Partial redemption or exercise of options in respect of Registered PR Debt Instruments 53
- 3.4 Delivery of new certificates representing Registered PR Debt Instruments 54
- 3.5 Exchange free of charge 54
- 3.6 Closed periods 54
- (a) during the period of 15 days ending on the due date for any payment of principal or redemption amount on that PR Debt Instrument; 54
- (b) during the period of 15 days before any drawing of PR Debt Instruments for redemption under Condition 6.2; or 54
- (c) after any such PR Debt Instrument has been drawn for redemption in whole or in part. 54
- 4 Status 54
- 5 Interest 55
- 5.1 General 55
- 5.2 Interest - fixed rate 55
- 5.3 Interest - floating rate 55
- (a) Accrual of interest 55
- (b) Interest Rate 56
- (i) Floating Rate PR Debt Instruments referencing BBSW Rate Determination 56
- (A) BBSW Rate Determination 56
- (1) Where BBSW Rate Determination is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, the Interest Rate for each Interest Period will be the BBSW Rate plus or minus (as specified in the relevant Final... 56
- (2) Each PR Debt Instrument Holder shall be deemed to acknowledge, accept and agree to be bound by, and consents to, the determination of, substitution for and any adjustments made to the BBSW Rate as described in this Condition 5.3(b)(i)(A) and in Co... 56
- (3) If the Calculation Agent is unwilling or unable to determine a necessary rate, adjustment, quantum, formula, methodology or other variable in order to calculate the applicable Interest Rate, such rate, adjustment, quantum, formula, methodology or ... 56
- (4) All rates determined pursuant to this Condition 5.3(b)(i)(A) shall be expressed as a percentage rate per annum and the resulting percentage will be rounded if necessary to the fourth decimal place (i.e., to the nearest one ten-thousandth of a perc... 56
- (B) BBSW Rate Fallbacks 57
- (1) a Temporary Disruption Trigger has occurred; or 57
- (2) a Permanent Discontinuation Trigger has occurred, 57
- (C) BBSW Rate Amendments 58
- (1) If, at any time, a Permanent Discontinuation Trigger occurs with respect to the Applicable Benchmark Rate that applies to the PR Debt Instruments at that time (such event, a “BBSW Rate Event”), and the Issuer determines that amendments to any tran... 58
- (2) None of the Issuer, Calculation Agent or any other party to the transaction documents in relation to the Programme have any liability to any PR Debt Instrument Holder for either any determination of any Fallback Rate in accordance with Condition 5... 59
- (D) Definitions 59
- (ii) Screen Rate Determination for Floating Rate PR Debt Instruments not referencing SONIA or SOFR or BBSW Rate or €STR 65
- (A) the offered quotation; or 66
- (B) the arithmetic mean (rounded if necessary to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations, 66
- (iii) Screen Rate Determination for Floating Rate PR Debt Instruments referencing SONIA 67
- (A) Where “Screen Rate Determination” is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined and the Reference Rate is specified in the relevant Final Terms as being “Compounded Daily SONIA”, the Interest... 67
- (B) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SONIA Index Determination", the Inte... 69
- (C) Where "Screen Rate Determination " is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "Average SONIA", the Interest Rate f... 71
- (D) For the purposes of Conditions 5.3(b)(iii)(A) and 5.3(b)(iii)(C) above, if, in respect of any London Banking Day in the relevant Observation Period or the relevant SONIA Interest Accrual Period, as applicable, the Calculation Agent determines that... 71
- (1) (a) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on such London Banking Day; plus (b) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five Londo... 71
- (2) if the Bank Rate under (1)(a) above is not available at the relevant time, either (a) the SONIA reference rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding London Ba... 71
- and in each case "SONIA reference rate" shall be interpreted accordingly. 72
- (E) In the event that the Interest Rate cannot be determined in accordance with the foregoing provisions, the Interest Rate shall be: 72
- (1) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Interest Rate and/or Minimum Interest Rate is to be applied to the relevant SONIA Interest Accrual Period from that which ... 72
- (2) if there is no such preceding Interest Determination Date, the initial Interest Rate which would have been applicable to such Series of PR Debt Instruments for the first scheduled Interest Period had the PR Debt Instruments been in issue for a per... 72
- (F) As used herein, an “SONIA Interest Accrual Period” means (i) each Interest Period and (ii) any other period (if any) in respect of which interest is to be calculated, being the period from (and including) the first day of such period to (but exclu... 72
- (G) If the relevant Series of PR Debt Instruments becomes due and payable in accordance with Condition 9, the final Interest Rate shall be calculated for the SONIA Interest Accrual Period to (but excluding) the date on which the PR Debt Instruments be... 72
- (iv) Screen Rate Determination for Floating Rate PR Debt Instruments referencing SOFR 72
- (A) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SOFR Arithmetic Mean", the Interest ... 72
- (B) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SOFR Delay Compound", the Interest R... 73
- (C) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SOFR Index Compound", the Interest R... 74
- (D) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SOFR Lockout Compound", the Interest... 74
- (E) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SOFR Lookback Compound", the Interes... 75
- (F) Where "Screen Rate Determination" is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Final Terms as being "SOFR Shift Compound", the Interest R... 76
- (G) Notwithstanding any other provisions in these Conditions, if: (i) the Benchmark is SOFR or SOFR Index; and (ii) any Interest Rate (or any component part thereof) remains to be determined by reference to the Benchmark, then the following provisions... 77
- (1) If the Determining Person, after consulting with the Issuer, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then current Benchmar... 78
- (2) In connection with the implementation of a Benchmark Replacement, the Determining Person, after consulting with the Issuer, will have the right to make Benchmark Replacement Conforming Changes from time to time. 78
- (3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be made by the Determining Person, after consulting with the Issuer, including any determination with respec... 78
- (v) Screen Rate Determination for Floating Rate PR Debt Instruments referencing €STR 82
- (A) Where “Screen Rate Determination” is specified in the relevant Final Terms as the manner in which the Interest Rate is to be determined and the Reference Rate is specified in the relevant Final Terms as being “€STR”, the Interest Rate for an Inter... 82
- (B) Where the Interest Rate for each Interest Period is calculated in accordance with Condition 5.3(b)(v)(A)(y), if the relevant €STR Compounded Index is not published or displayed by the European Central Bank (or any successor administrator of such r... 87
- (C) Where "€STR" is specified as the relevant Reference Rate in the relevant Final Terms, if, in respect of any T2 Business Day, €STR is not available, such Reference Rate shall be the €STR reference rate for the first preceding T2 Business Day on whi... 87
- (D) If the relevant Series of PR Debt Instruments become due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Final Terms, be deemed to b... 87
- (c) Minimum and/or Maximum Interest Rate 87
- (d) Fallback Interest Rate 88
- (i) Notwithstanding any other provision under these Conditions, if the Issuer (acting in good faith and in a commercially reasonable manner) determines that a Benchmark Disruption Event has occurred when any Interest Rate calculated in accordance with... 88
- (a) if there is a Successor Rate, then the Calculation Agent shall use such Successor Rate in place of the Reference Rate; 88
- (b) if there is no Successor Rate, but an Alternative Rate has been determined, the Calculation Agent shall use such Alternative Rate in place of the Reference Rate; and 88
- (c) the Calculation Agent may: 88
- (d) the Independent Adviser or the Issuer (as the case may be) may determine (acting in good faith and in a commercially reasonable manner) in its sole discretion, after consulting any source it deems reasonable, the Business Day Convention, the defin... 89
- (ii) Unless otherwise specified in the relevant Final Terms, if: 89
- (a) the Calculation Agent is unable to determine a rate (or, as the case may be, the arithmetic mean of rates); or 89
- (b) the Calculation Agent is unable to use a Successor Rate; or 89
- (c) the Independent Adviser or the Issuer is unable to (or in the case of the Issuer, elects not to) determine the Alternative Rate, 89
- (iii) The Issuer may make the necessary modifications to these Conditions and/or the Agency Agreement to give effect to this Condition 5.3(d) without any requirement for the consent or approval of the PR Debt Instrument Holders or Couponholders (if any). 89
- (e) Rounding 91
- (f) Determination of the Interest Rate and Calculation of interest amount payable 91
- 5.4 Interest – fixed/floating 91
- 5.5 Interest - supplemental provisions 92
- (a) Interest Payment Dates and Interest Periods 92
- (b) Notification of Interest Rate, interest payable and other items 92
- (c) Determination final 93
- (d) Accrual of interest 93
- (e) Business Day Convention 94
- (i) the “Floating Rate Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event: 94
- (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day; and 94
- (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the relevant Final Terms after the preceding applicable Interest Payment Date oc... 94
- (ii) the “Following Business Day Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day; or 94
- (iii) the “Modified Following Business Day Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be... 94
- (iv) the “Preceding Business Day Convention”, such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or 94
- (v) “No Adjustment”, such Interest Payment Date shall not be adjusted in accordance with any Business Day Convention. 94
- (f) Day Count Fraction 94
- 5.6 Zero Coupon PR Debt Instruments 97
- 5.7 Definitions 97
- 6 Redemption and Purchase 99
- 6.1 Redemption 99
- 6.2 Redemption at the option of the Issuer 99
- (a) the Series of PR Debt Instruments subject to redemption; 99
- (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; 99
- (c) the due date for redemption; 99
- (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and 99
- (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. 99
- 6.3 Redemption at the option of PR Debt Instrument Holders 99
- 6.4 Redemption for taxation reasons 100
- 6.5 Purchases 100
- 6.6 Cancellation 100
- 6.7 Zero Coupon PR Debt Instruments 101
- (a) the Reference Price (as specified in the relevant Final Terms); and 101
- (b) the product of the Accrual Yield (as specified in the relevant Final Terms) (compounded annually) being applied to the Reference Price (as specified in the relevant Final Terms) from (and including) the Issue Date to (but excluding) the date fixed... 101
- 7 Payments 101
- 7.1 Payments - Bearer PR Debt Instruments 101
- 7.1.1 Payment of amounts other than interest 101
- 7.1.2 Payment of amounts in respect of interest on Bearer PR Debt Instruments 101
- (a) in the case of a PR Debt Instrument without Coupons attached thereto at the time of its initial delivery, against presentation of the relevant PR Debt Instrument at the specified office of any Paying Agent outside (unless Condition 7.1.4 applies) ... 101
- (b) in the case of a PR Debt Instrument delivered with Coupons attached thereto at the time of its initial delivery, against presentation and surrender of the relevant Coupon or, in the case of interest due otherwise than on a scheduled Interest Payme... 101
- 7.1.3 Payment of amounts in respect of CMU PR Debt Instruments 101
- 7.1.4 Payment at specified office in the United States 102
- (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. Dollars at such specified offices outside the United States of th... 102
- (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an... 102
- (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. 102
- 7.1.5 Unmatured Coupons and unexchanged Talons 102
- (a) in the case of Bearer PR Debt Instruments which are Fixed Rate PR Debt Instruments, the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing unmatured Coupon which... 102
- (i) the date on which all amounts due in respect of the PR Debt Instrument have been paid; and 102
- (ii) the date on which the full amount of the moneys payable has been received by the I&P Agent, in the case of a Bearer PR Debt Instrument, or the Registrar, in the case of a Registered PR Debt Instrument, and notice to that effect has been given to ... 102
- (b) in the case of Bearer PR Debt Instruments which are Floating Rate PR Debt Instruments all unmatured Coupons (excluding, for this purpose, but without prejudice to paragraph (c) below, Talons) relating to such Bearer PR Debt Instruments (whether or... 103
- (c) in the case of Bearer PR Debt Instruments initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and 103
- (d) in the case of Bearer PR Debt Instruments which bear interest at a floating rate or rates, or where such a Bearer PR Debt Instrument is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, redemption sha... 103
- 7.1.6 Exchange of Talons 103
- 7.1.7 United States 103
- 7.2 Payments - Registered PR Debt Instruments 104
- 7.2.1 Payment of principal in respect of Registered PR Debt Instruments 104
- 7.2.2 Payment of interest in respect of Registered PR Debt Instruments 104
- 7.2.3 Payment in respect of Registered PR Debt Instruments held through the CMU Service 104
- 7.2.4 Manner of payments pursuant to Condition 7.2.2 104
- 7.3 Payment due on a non-Payment Business Day 105
- 7.4 Payments - general provisions 105
- (a) payments in a Specified Currency other than Euro or Renminbi will be made by transfer to an account in the relevant Specified Currency (which, in the case of a payment in Yen to a non-resident of Japan, shall be a non-resident account) maintained ... 105
- (b) payments in Renminbi will be made by transfer to a Renminbi bank account maintained in Hong Kong by or on behalf of a payee with a bank; and 105
- (c) payments in respect of definitive PR Debt Instruments in Euro will be made by credit or transfer to a Euro account (or any other account to which Euro may be credited or transferred) specified by the payee or at the option of the payee, by a Euro ... 105
- (i) a day on which commercial banks and foreign exchange markets settle payments in the relevant place of presentation and (in the case of a payment in Euro) on which banks are open for business and carrying out transactions in Euro in the jurisdictio... 106
- (ii) a Business Day (as defined in Condition 5.7). 106
- 7.5 Interpretation of Principal and Interest 106
- (a) any Additional Amounts which may be payable with respect to principal under Condition 8; 106
- (b) the Maturity Redemption Amount of the PR Debt Instruments; 106
- (c) the Early Redemption Amount (Call) of the PR Debt Instruments; 106
- (d) the Early Redemption Amount (Put) of the PR Debt Instruments; 106
- (e) the Early Redemption Amount (Tax) of the PR Debt Instruments; 106
- (f) the Early Redemption Amount (Default) of the PR Debt Instruments; 106
- (g) in relation to Zero Coupon PR Debt Instruments, the Amortised Face Amount; and 106
- (h) any premium and any other amounts which may be payable by the Issuer under or in respect of the PR Debt Instruments. 106
- 8 Taxation 106
- (a) to, or to a third party on behalf of, a PR Debt Instrument Holder who is liable to such Taxes in respect of such PR Debt Instrument or Coupon by reason of his having some connection with Australia or the country in which such branch is located oth... 107
- (b) to, or to a third party on behalf of, a PR Debt Instrument Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making ... 107
- (c) where the PR Debt Instrument or Coupon is presented for payment more than 30 days after the Relevant Date except to the extent that a PR Debt Instrument Holder would have been entitled to Additional Amounts on presenting the same for payment on th... 107
- (d) to, or to a third party on behalf of, a PR Debt Instrument Holder who is liable to the Taxes in respect of the PR Debt Instrument or Coupon by reason of the PR Debt Instrument Holder being an associate of the Issuer for the purposes of section 128... 107
- (e) in a case where the Issuer receives a notice or direction under section 260-5 of Schedule 1 to the Taxation Administration Act 1953 (Cth) of Australia, section 255 of the Australian Tax Act or any analogous provisions, any amounts paid or deducted... 107
- (f) where such withholding or deduction is due to Taxes imposed or levied by, or on behalf of, the United States, or any political subdivision thereof or any authority therein or thereof having power to tax under the United States; or 107
- (g) where such withholding or deduction is made for, or on account of, FATCA (as withheld or deducted by the Issuer, an Agent or any other party). 107
- 9 Events of Default 108
- (a) (non-payment) the Issuer fails to pay any principal or any interest in respect of the PR Debt Instruments or the relevant Series or any of them within 14 days of the relevant due date; or 108
- (b) (other obligations) the Issuer defaults in performance or observance of or compliance with any of its other obligations set out in the PR Debt Instruments which default is incapable of remedy or, if capable of remedy, is not remedied within 31 day... 108
- (c) (winding-up) an application (other than a frivolous or vexatious application or an application which is discharged or stayed within 31 days) or an order is made for the winding-up of the Issuer or a resolution is passed for the winding-up of the I... 108
- (d) (receiver) a receiver, receiver and manager, administrator, liquidator, official manager, trustee or similar officer is appointed in respect of all or any part of the assets of the Issuer and such appointment is not terminated within 31 days; or 108
- (e) (insolvency) the Issuer is unable to pay its debts when they fall due or is deemed unable to pay its debts under any applicable legislation (other than as the result of a failure to pay a debt or claim which is the subject of a good faith dispute)... 108
- (f) (arrangement or composition) the Issuer makes or enters into (i) a readjustment or rescheduling of its indebtedness with creditors generally or (ii) an assignment for the benefit of, or an arrangement or composition with, its creditors generally, ... 108
- 10 Prescription 109
- 11 Replacement of PR Debt Instruments, Coupons and Talons 109
- 12 Currency Indemnity 109
- 13 Further Issues 109
- 14 Agents 110
- (a) an I&P Agent; 110
- (b) for so long as any PR Debt Instruments are admitted to the Official List of the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 and to trading on the Market and admitted to listi... 110
- (c) for so long as any Registered PR Debt Instruments are listed on the London Stock Exchange, a Transfer Agent in London; and 110
- (d) a Registrar maintaining the Register in such city as is specified in the relevant Final Terms. 110
- 15 Exchange of Talons 110
- 16 Modification and waiver 110
- 16.1 Meetings of PR Debt Instrument Holders 110
- 16.2 Modification and Waiver 111
- 16.3 Notification 111
- 17 Substitution 111
- 17.1 Substitution 111
- (a) the Substituted Issuer assumes all of the obligations of the Issuer under the Relevant PR Debt Instruments and (if applicable) the Agency Agreement and the Master Deed of Covenant; 111
- (b) the Issuer unconditionally and irrevocably guarantees the obligations to be assumed by the Substituted Issuer; 111
- (c) the Substituted Issuer has obtained all necessary authorisations to assume such obligations; 111
- (d) the Substituted Issuer has, if necessary, appointed an agent for the service of process in New South Wales or England (as the case may be); 111
- (e) there have been delivered to the I&P Agent opinions of lawyers of recognised standing in: 112
- (i) New South Wales and Australia or England (as the case may be); and 112
- (ii) the place of incorporation of the Substituted Issuer, 112
- (iii) the matters referred to in paragraphs (a), (b) and (c) above have been satisfied; 112
- (iv) the Substituted Issuer is validly existing; 112
- (v) the obligations assumed by the Substituted Issuer are valid and binding on it; 112
- (vi) the substitution is not in breach of any law or regulation or the constitution of the Substituted Issuer; and 112
- (vii) the choice of governing law and submission to jurisdiction are valid; and 112
- (f) the Relevant PR Debt Instruments continue to have a credit rating from at least one internationally recognised rating agency at least equal to the relevant rating from that rating agency immediately prior to the substitution. 112
- 17.2 Notice 112
- 17.3 Effective Date 112
- 17.4 Effect of substitution 112
- (a) the Substituted Issuer shall assume all of the obligations of the Issuer with respect to the Relevant PR Debt Instruments (whether accrued before or after the Effective Date); 112
- (b) the Issuer shall be released from all of its obligations as principal debtor under the Relevant PR Debt Instruments; and 112
- (c) any reference in the Conditions of the Relevant PR Debt Instruments to: 112
- (i) the Issuer shall from then on be deemed to refer to the Substituted Issuer; and 112
- (ii) the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for tax purposes of the Substituted Issuer. 112
- 17.5 No regard to consequences of substitution 113
- 18 Notices 113
- 18.1 Bearer PR Debt Instruments 113
- 18.2 Registered PR Debt Instruments 113
- 18.3 Listed PR Debt Instruments 113
- 18.4 Global Debt Instruments 114
- (a) Euroclear and Clearstream, Luxembourg or any other clearing system), all notices regarding the PR Debt Instrument may be given to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of t... 114
- (b) the CMU Service, all notices regarding the PR Debt Instrument may be given to the persons shown in a CMU Instrument Position Report issued by the CMU Service on the second business day preceding the date of dispatch of such notice as holding inter... 114
- 19 Governing law and jurisdiction 114
- 19.1 Governing law 114
- 19.2 Jurisdiction of the courts of New South Wales 114
- 19.3 Jurisdiction of the courts of England 114
- (a) If the relevant Final Terms specify that the PR Debt Instruments and Coupons (and any non-contractual obligations arising out of or in connection therewith) are governed by, and construed in accordance with, English law, this Condition 19.3 applies. 114
- (b) The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with (including any non-contractual obligations arising out of or in connection therewith) the PR Debt Instruments and accordingly any le... 114
- (c) The Issuer irrevocably agrees that service of process in any Proceedings in England based on the PR Debt Instruments may be served on it at its London Branch whose registered office is currently at Ropemaker Place, 28 Ropemaker Street, London EC2Y... 115
- 4. Form of PR Debt Instruments 116
- 1 Exchange 117
- (a) Euroclear and/or Clearstream, Luxembourg (and/or any other relevant clearing system) and, in the case of PR Debt Instruments cleared through the CMU Service, the CMU Service, is closed for business for a continuous period of 14 days (other than by... 117
- (b) in each case: 118
- (i) no alternate clearing system succeeds, and performs the obligations under the Global PR Debt Instrument of, the clearing system that is so closed, makes such announcement or permanently ceases business; or 118
- (ii) the alternate clearing system is not the holder of the Global PR Debt Instrument; or 118
- (iii) accountholders with the clearing system that is so closed, makes such announcement or permanently ceases business, and that have an interest in the Global PR Debt Instrument do not agree to become, and do not become, accountholders with the alte... 118
- 2 Payments 119
- 3 Notices 119
- 4 Prescription 119
- 5 Meetings 119
- 6 Cancellation 120
- 7 Redemption at the option of the Issuer 120
- 8 Redemption at the option of PR Debt Instrument Holders 120
- 9 Direct Enforcement Rights 120
- 5. Form of Final Terms 122
- Part A – CONTRACTUAL TERMS 124
- Part B – OTHER INFORMATION 133
- 6. Macquarie Bank Limited 137
- Information about Macquarie Bank Limited 137
- Macquarie Bank Limited (“Macquarie Bank” or the “Bank”) is headquartered in Sydney, Australia and is an “authorised deposit-taking institution” (“ADI”) regulated by the Australian Prudential Regulation Authority (“APRA”) that, directly and through its... 137
- Organisational Structure 138
- Operating Group Overview 138
- Banking and Financial Services Group 138
- Commodities and Global Markets (excluding certain assets of the Financial Markets business and certain activities of the Commodity Markets and Finance business; and some other less financially significant activities) 138
- Profit Estimate 138
- Major Shareholders 138
- Lawsuits and Contingent liabilities 139
- Germany 139
- Material Contracts 139
- Credit rating 140
- Regulatory oversight and recent developments 140
- Australia 140
- APRA Regulatory Developments 141
- “Unquestionably Strong” 141
- Capital adequacy 141
- Measurement of capital 142
- Liquidity 142
- Recovery and exit planning and resolution planning 143
- APRA’s proposal for increasing the loss-absorbing capacity of ADIs for resolution purposes 143
- Credit risk management 143
- Strengthening residential mortgage lending assessments 144
- Climate change financial risk 144
- Market risk 145
- IRRBB 145
- Operational risk 145
- Information security 145
- Associations with Related Entities 146
- Remuneration 146
- Review of the prudential framework for groups 147
- Other developments in Australia 147
- International 149
- United States 149
- United Kingdom 149
- European Union 150
- BRRD 150
- Environmental, social and governance regulation 150
- Other regulators 151
- Further changes may occur driven by policy, prudential or political factors. 152
- Directors of Macquarie Bank 152
- Board Committees 155
- Director Independence 156
- Dealing with potential conflicts of interest 157
- 7. Selected Financial Information 159
- Limitation on Auditor’s Liability 159
- Macquarie Bank Limited and its subsidiaries Income Statements for the financial years ended 31 March 2024 and 31 March 2023 160
- Macquarie Bank Limited and its subsidiaries Statements of Financial Position as at 31 March 2024 and 31 March 2023 161
- 8. Subscription and Sale 162
- 1 General 163
- 2 Australia 163
- (a) has not offered or invited applications, and will not offer or invite applications, for the issue, sale or purchase of any PR Debt Instruments in Australia (including an offer or invitation which is received by a person in Australia); and 164
- (b) has not distributed or published, and will not distribute or publish, this Base Prospectus or any draft, preliminary or definitive prospectus, offering memorandum, disclosure document, advertisement or other offering material relating to any PR De... 164
- (i) the aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its equivalent in other currencies but disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclo... 164
- (ii) such action complies with all applicable laws, regulations and directives in Australia (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); 164
- (iii) the offer or invitation is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act; and 164
- (iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia. 164
- 3 United States 164
- Regulation S Category 2; TEFRA D 164
- (a) as part of their distribution at any time; and 165
- (b) otherwise until 40 days after the later of (i) the closing date of such Tranche of PR Debt Instruments and (ii) the completion of the distribution of all PR Debt Instruments of such Tranche, as determined and certified by the relevant Dealer or, i... 165
- 4 European Economic Area 165
- Prohibition of Sales to EEA Retail Investors 165
- (a) the expression “retail investor” means a person who is one (or more) of the following: 165
- (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or 165
- (ii) a customer within the meaning of Directive (EU) 2016/97 (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 165
- (iii) not a qualified investor as defined in, the Prospectus Regulation; and 165
- (b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the PR Debt Instruments to be offered so as to enable an investor to decide to purchase or subscribe for the ... 166
- (a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation; 166
- (b) at any time to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Regulation) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or 166
- (c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation, 166
- 5 The United Kingdom 166
- Prohibition of Sales to UK Retail Investors 166
- (a) the expression “retail investor” means a person who is one (or more) of the following: 166
- (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 EUWA; or 166
- (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8... 167
- (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and 167
- (b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the PR Debt Instruments to be offered so as to enable an investor to decide to purchase or subscribe for the ... 167
- (a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; 167
- (b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the UK subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Iss... 167
- (c) at any time in any other circumstances falling within section 86 of the FSMA, 167
- Other regulatory restrictions 167
- (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection wi... 167
- (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any PR Debt Instruments in, from or otherwise involving the United Kingdom. 168
- 6 Republic of Italy 168
- 7 Hong Kong 168
- (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any PR Debt Instruments (except for PR Debt Instruments which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of... 168
- (i) to “professional investors” as defined in the SFO and any rules made thereunder; or 168
- (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the pub... 168
- (b) it has not issued, or had in its possession for the purpose of issue, and will not issue, or have in its possession for the purpose of issue (in each case whether in Hong Kong or elsewhere) any advertisement, invitation or other offering material ... 168
- 8 Singapore 168
- 9 Japan 169
- 10 Canada 169
- (a) it has not offered, sold, delivered or transferred and will not offer, sell, deliver or transfer any PR Debt Instruments, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with the appli... 169
- (b) it has not and will not distribute or deliver this Base Prospectus or any Final Terms, advertisement or other offering material relating to the PR Debt Instruments in Canada, other than in compliance with the applicable securities laws of any prov... 169
- 11 Korea 170
- (a) it has not offered, sold or delivered and will not offer, sell or deliver, directly or indirectly, any PR Debt Instruments in Korea, or to, or for the account or benefit of, any resident of Korea (as defined in the Foreign Exchange Transaction Law... 170
- (b) any securities dealer to whom each Dealer and each further dealer may sell the PR Debt Instruments will agree that it will not offer, sell or deliver any PR Debt Instruments, directly or indirectly, in Korea, or to any resident of Korea (as define... 170
- 12 Taiwan 170
- 13 People’s Republic of China 170
- 14 Changes to these selling restrictions 171
- 9. Tax Considerations 172
- Australian Taxation 172
- 1 Introduction 172
- 2 Interest Withholding Tax 173
- (a) Macquarie Bank is a company as defined in section 128F(9) of the Australian Tax Act and is a resident of Australia when it issues those PR Debt Instruments and when interest is paid; 173
- (b) those PR Debt Instruments are issued in a manner which satisfies the public offer test in section 128F of the Australian Tax Act. There are five principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders ... 173
- (i) offers to 10 or more unrelated persons carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets; 173
- (ii) offers to 100 or more investors of a certain type; 173
- (iii) offers of listed PR Debt Instruments; 173
- (iv) offers via publicly available information sources; and 173
- (v) offers to a dealer, manager or underwriter who offers to sell those PR Debt Instruments within 30 days by one of the preceding methods. 173
- (c) Macquarie Bank does not know, or have reasonable grounds to suspect, at the time of issue, that those PR Debt Instruments or interests in those PR Debt Instruments were being, or would later be, acquired, directly or indirectly, by an “associate” ... 173
- (d) at the time of the payment of interest, Macquarie Bank does not know, or have reasonable grounds to suspect, that the payee is an “associate” of Macquarie Bank, except as permitted by section 128F(6) of the Australian Tax Act. 174
- Interest withholding tax exemptions under certain double tax conventions 174
- Bearer PR Debt Instruments - section 126 of the Australian Tax Act 174
- Payment of additional amounts 175
- 3 Other Australian tax matters 175
- (a) income tax - offshore PR Debt Instrument Holders - assuming the requirements of Section 128F of the Australian Tax Act are satisfied with respect to the PR Debt Instruments issued by Macquarie Bank out of its Sydney head office, payment of princip... 175
- (b) income tax - Australian PR Debt Instrument Holders - Australian residents or non-Australian residents who hold the PR Debt Instruments in the course of carrying on business at or through a permanent establishment in Australia, will be assessable f... 175
- (c) gains on disposal of PR Debt Instruments - offshore PR Debt Instrument Holders - A PR Debt Instrument Holder who is a non-resident of Australia and who, during the taxable year, does not hold the PR Debt Instruments in the course of carrying on bu... 175
- (d) gains on disposal of PR Debt Instruments - Australian PR Debt Instrument Holders - Australian PR Debt Instrument Holders will be required to include any gain on disposal of the PR Debt Instruments in their taxable income. Special rules apply to th... 176
- (e) death duties - no PR Debt Instruments will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death; 176
- (f) stamp duty and other taxes – assuming that the PR Debt Instruments are debt interests under the Australian Tax Act, no ad valorem stamp duty or issue, registration or similar taxes are payable in any Australian State or Territory on the issue or t... 176
- (g) TFN withholding taxes - withholding tax is imposed (see below for the rate of withholding tax) on the payment of interest on Registered PR Debt Instruments unless the relevant PR Debt Instrument Holder has quoted a tax file number (“TFN”), in cert... 176
- (h) supply withholding tax - payments in respect of the PR Debt Instruments can be made free and clear of the “supply withholding tax” imposed under Australia’s tax legislation; 176
- (i) goods and services tax (“GST”) - neither the issue nor receipt of the PR Debt Instruments will give rise to a liability for GST in Australia on the basis that the supply of PR Debt Instruments will comprise either an input taxed financial supply o... 176
- (j) qualifying securities - certain PR Debt Instruments may be “qualifying securities” if they are issued at a discount or with a maturity premium or do not pay interest at least annually, and the term of which, ascertained as at the time of issue wil... 177
- (k) additional withholdings from certain payments to non-Australian residents – the Governor-General may make regulations requiring withholding from certain payments to non-Australian residents (other than payments of interest or other amounts which a... 177
- (l) garnishee directions by the Commissioner of Taxation – the Commissioner of Taxation of Australia may give a direction under section 255 of the Australian Tax Act or section 260-5 of Schedule 1 of the Taxation Administration Act 1953 of Australia (... 177
- (m) taxation of foreign exchange gains and losses - Divisions 230, 775 and 960 of the Australian Tax Act contain rules to deal with the taxation consequences of foreign exchange transactions. The rules are complex and may apply to any PR Debt Instrume... 177
- (n) taxation of financial arrangements - Division 230 of the Australian Tax Act contains tax-timing rules for certain taxpayers to bring to account gains and losses from “financial arrangements”. 177
- United Kingdom Taxation 178
- Interest Withholding Tax – General 178
- EU Financial Transactions Tax 179
- U.S. Foreign Account Tax Compliance Act 179
- 10. Use of Proceeds 181
- 11. General Information 182
- 1 Authorisation 182
- 2 Listing 182
- 3 Auditor 182
- 4 Significant or Material Change 182
- 5 Documents available 182
- (a) the constitution of Macquarie Bank; 182
- (b) the Agency Agreement (which includes the forms of the Global PR Debt Instruments, the Definitive PR Debt Instruments, the Coupons, the Talons and the form of certificate relating to the Registered PR Debt Instruments) and any agreement which amend... 182
- (c) the Master Deed of Covenant; 183
- (d) each Final Terms for PR Debt Instruments that are listed on the London Stock Exchange or any other stock exchange; 183
- (e) a copy of this Base Prospectus, together with any supplement to this Base Prospectus; and 183
- (f) all reports, letters and other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in this Base Prospectus. 183
- 6 Clearing 183
- 7 Australian approvals 184
- Responsibility 188
- Documents incorporated by reference 188
- No independent verification or advice 188
- Currency of information 189
- No review of affairs of Macquarie Bank or the Macquarie Bank Group 189
- Risk factors 189
- Non-PR Debt Instruments may not be a suitable investment for all investors 189
- Risks related to the structure of a particular issue of Non-PR Debt Instruments 189
- Legal investment considerations may restrict certain investments 189
- No authorisation 190
- Distribution and selling restrictions 190
- No offer 190
- Australian banking legislation 191
- The Non-PR Debt Instruments are not protected by the Financial Services Compensation Scheme 191
- Use of defined terms in this Offering Circular 191
- References to currencies 191
- Forward-Looking Statements about Macquarie Bank 192
- EU Benchmarks Regulation and UK Benchmarks Regulation 193
- Stabilisation 193
- Dissemination of Credit Ratings 193
- Schedule A – TERMS AND CONDITIONS OF THE NON-PR DEBT INSTRUMENTS 201
- 1 Form and Denomination 202
- 1.1 General 202
- 1.2 Type of Debt Instruments 202
- 1.3 Form of Bearer Debt Instruments 202
- 1.4 Form of Registered Debt Instruments 203
- 1.5 Denomination 203
- 1.6 Currency of Debt Instruments 203
- 1.7 Deposits 203
- 2 Title 204
- 2.1 Title to Bearer Debt Instruments, Coupons and Talons 204
- 2.2 Title to Registered Debt Instruments 204
- 2.3 Title - general 204
- (a) (in relation to a Debt Instrument, Coupon or Talon) the bearer of any Bearer Debt Instrument, Coupon or Talon (as the case may be); or 204
- (b) the person in whose name a Registered Debt Instrument is registered, as the case may be. 204
- 3 Exchanges of Bearer Debt Instruments for Registered Debt Instruments and transfers of Registered Debt Instruments 204
- 3.1 Exchange of Bearer Debt Instruments 204
- 3.2 Transfer of Registered Debt Instruments 205
- 3.3 Partial redemption or exercise of options in respect of Registered Debt Instruments 205
- 3.4 Delivery of new certificates representing Registered Debt Instruments 205
- 3.5 Exchange free of charge 206
- 3.6 Closed periods 206
- (a) during the period of 15 days ending on the due date for any payment of principal or redemption amount on that Debt Instrument; 206
- (b) during the period of 15 days before any drawing of Debt Instruments for redemption under Condition 6.2; or 206
- (c) after any such Debt Instrument has been drawn for redemption in whole or in part. 206
- 4 Status 206
- 5 Interest 206
- 5.1 General 206
- 5.2 Interest - fixed rate 207
- 5.3 Interest - floating rate and indexed rate 207
- (a) Accrual of interest 207
- (b) Interest Rate 207
- (i) Floating Rate Debt Instruments referencing BBSW Rate Determination 208
- (A) BBSW Rate Determination 208
- (1) Where BBSW Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, the Interest Rate for each Interest Period will be the BBSW Rate plus or minus (as specified in the relevan... 208
- (2) Each Debt Instrument Holder shall be deemed to acknowledge, accept and agree to be bound by, and consents to, the determination of, substitution for and any adjustments made to the BBSW Rate as described in this Condition 5.3(b)(i)(A) and in Condi... 208
- (3) If the Calculation Agent is unwilling or unable to determine a necessary rate, adjustment, quantum, formula, methodology or other variable in order to calculate the applicable Interest Rate, such rate, adjustment, quantum, formula, methodology or ... 208
- (4) All rates determined pursuant to this Condition 5.3(b)(i)(A) shall be expressed as a percentage rate per annum and the resulting percentage will be rounded if necessary to the fourth decimal place (i.e., to the nearest one ten-thousandth of a perc... 208
- (B) BBSW Rate Fallbacks 208
- (1) a Temporary Disruption Trigger has occurred; or 208
- (2) a Permanent Discontinuation Trigger has occurred, 208
- (C) BBSW Rate Amendments 210
- (1) If, at any time, a Permanent Discontinuation Trigger occurs with respect to the Applicable Benchmark Rate that applies to the Debt Instruments at that time (such event, a “BBSW Rate Event”), and the Issuer determines that amendments to any transac... 210
- (2) None of the Issuer, Calculation Agent or any other party to the transaction documents in relation to the Programme have any liability to any Debt Instrument Holder for either any determination of any Fallback Rate in accordance with Condition 5.3(... 211
- (D) Definitions 211
- (ii) Screen Rate Determination for Floating Rate Debt Instruments not referencing SONIA or SOFR or BBSW Rate or €STR 217
- (A) the offered quotation; or 217
- (B) the arithmetic mean (rounded if necessary to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations, 217
- (a) If (A) applies and no offered quotation appears on the Relevant Screen Page at the Relevant Time in the Relevant Financial Centre on the Interest Determination Date or if (B) applies and fewer than two offered quotations appear on the Relevant Scr... 218
- (b) If paragraph (a) above applies and the Calculation Agent determines that fewer than two Reference Banks are making offered quotations for the Reference Rate in respect of the Specified Currency, subject as provided below, the Interest Rate shall b... 218
- (iii) Screen Rate Determination for Floating Rate Debt Instruments referencing SONIA 218
- (A) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined and the Reference Rate is specified in the relevant Pricing Supplement as being “Compounded Daily SONIA”... 218
- (B) Where "Screen Rate Determination " is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SONIA Index Determina... 220
- (C) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "Average SONIA", the In... 222
- (D) For the purposes of Conditions 5.3(b)(iii)(A) and 5.3(b)(iii)(C) above, if, in respect of any London Banking Day in the relevant Observation Period or the relevant SONIA Interest Accrual Period, as applicable, the Calculation Agent determines that... 222
- (1) (a) the Bank of England’s Bank Rate (the “Bank Rate”) prevailing at 5.00 p.m. (or, if earlier, close of business) on such London Banking Day; plus (b) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five Londo... 222
- (2) if the Bank Rate under (1)(a) above is not available at the relevant time, either (a) the SONIA reference rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding London Ba... 222
- (E) In the event that the Interest Rate cannot be determined in accordance with the foregoing provisions, the Interest Rate shall be: 223
- (1) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Interest Rate and/or Minimum Interest Rate is to be applied to the relevant SONIA Interest Accrual Period from that which ... 223
- (2) if there is no such preceding Interest Determination Date, the initial Interest Rate which would have been applicable to such Series of Debt Instruments for the first scheduled Interest Period had the Debt Instruments been in issue for a period eq... 223
- (F) As used herein, an “SONIA Interest Accrual Period” means (i) each Interest Period and (ii) any other period (if any) in respect of which interest is to be calculated, being the period from (and including) the first day of such period to (but exclu... 223
- (G) If the relevant Series of Debt Instruments becomes due and payable in accordance with Condition 9, the final Interest Rate shall be calculated for the SONIA Interest Accrual Period to (but excluding) the date on which the Debt Instruments become s... 223
- (iv) Screen Rate Determination for Floating Rate Debt Instruments referencing SOFR 223
- (A) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SOFR Arithmetic Mean",... 223
- (B) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SOFR Delay Compound", ... 224
- (C) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SOFR Index Compound", ... 225
- (D) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SOFR Lockout Compound"... 226
- (E) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SOFR Lookback Compound... 227
- (F) Where "Screen Rate Determination" is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being "SOFR Shift Compound", ... 227
- (G) Notwithstanding any other provisions in these Conditions, if: (i) the Benchmark is SOFR or SOFR Index; and (ii) any Interest Rate (or any component part thereof) remains to be determined by reference to the Benchmark, then the following provisions... 229
- (1) If the Determining Person, after consulting with the Issuer, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then current Benchmar... 229
- (2) In connection with the implementation of a Benchmark Replacement, the Determining Person, after consulting with the Issuer, will have the right to make Benchmark Replacement Conforming Changes from time to time. 229
- (3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be made by the Determining Person, after consulting with the Issuer, including any determination with respec... 229
- (v) Screen Rate Determination for Floating Rate Debt Instruments referencing €STR 233
- (A) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined and the Reference Rate is specified in the relevant Pricing Supplement as being “€STR”, the Interest Rat... 233
- (1) if "Lag" or "Lock-out" is specified as the Observation Method in the relevant Pricing Supplement in accordance with the following formula: 234
- (2) if "Shift" is specified as the Observation Method in the relevant Pricing Supplement, in accordance with the following formula: 234
- (1) if "Lag" is specified as the Observation Method in the relevant Pricing Supplement, the €STR reference rate in respect of pTBD in respect of such T2 Business Dayi; or 235
- (2) if "Lock-out" is specified as the Observation Method in the relevant Pricing Supplement: 235
- (3) if "Shift" is specified as the Observation Method in the relevant Pricing Supplement, the €STR reference rate for such T2 Business Dayi; 235
- (1) if "Lag" is specified as the Observation Method in the relevant Pricing Supplement, in respect of a T2 Business Dayi, €STRi in respect of the T2 Business Day falling p T2 Business Days prior to such T2 Business Dayi (“pLBD”); or 235
- (2) if "Lock-out" is specified as the Observation Method in the relevant Pricing Supplement, in respect of a T2 Businessi, €STRi in respect of such T2 Businessi; 236
- (1) where "Lag" is specified as the Observation Method in the relevant Pricing Supplement, the sum of the €STR reference rate in respect of each calendar day during the relevant Observation Period divided by the number of calendar days during such Obs... 237
- (2) where "Lock-out" is specified as the Observation Method in the relevant Pricing Supplement, the sum of the €STR reference rate in respect of each calendar day during the relevant Interest Period divided by the number of calendar days in the releva... 237
- (B) Where the Interest Rate for each Interest Period is calculated in accordance with Condition 5.3(b)(v)(A)(y), if the relevant €STR Compounded Index is not published or displayed by the European Central Bank (or any successor administrator of such r... 238
- (C) Where "€STR" is specified as the relevant Reference Rate in the relevant Pricing Supplement, if, in respect of any T2 Business Day, €STR is not available, such Reference Rate shall be the €STR reference rate for the first preceding T2 Business Day... 238
- (D) If the relevant Series of Debt Instruments become due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the relevant Pricing Supplement, be deemed ... 238
- (c) Minimum and/or Maximum Interest Rate 238
- (d) Fallback Interest Rate 239
- (i) Notwithstanding any other provision, if the Issuer (acting in good faith and in a commercially reasonable manner) determines that a Benchmark Disruption Event has occurred when any Interest Rate calculated in accordance with Conditions 5.3(b)(ii),... 239
- (a) if there is a Successor Rate, then the Calculation Agent shall use such Successor Rate in place of the Reference Rate; 239
- (b) if there is no Successor Rate, but an Alternative Rate has been determined, the Calculation Agent shall use such Alternative Rate in place of the Reference Rate; and 239
- (c) the Calculation Agent may: 239
- (A) in respect of a Successor Rate only, where an Adjustment Spread is formally recommended, or provided as an option for parties to adopt (which, in each case, the Independent Adviser or the Issuer (as the case may be), acting in good faith and in a ... 239
- (B) in respect of a Successor Rate, where no such Adjustment Spread is formally recommended or provided as an option by any Relevant Nominating Body or, in respect of an Alternative Rate, the Independent Adviser or the Issuer (as the case may be), act... 239
- (d) the Independent Adviser or the Issuer (as the case may be) may determine (acting in good faith and in a commercially reasonable manner) in its sole discretion, after consulting any source it deems reasonable, the Business Day Convention, the defin... 239
- (ii) Unless otherwise specified in the relevant Pricing Supplement, if: 240
- (a) the Calculation Agent is unable to determine a rate (or, as the case may be, the arithmetic mean of rates); or 240
- (b) the Calculation Agent is unable to use a Successor Rate; or 240
- (c) the Independent Adviser or the Issuer is unable to (or in the case of the Issuer, elects not to) determine the Alternative Rate, 240
- (iii) The Issuer may make the necessary modifications to these Conditions and/or the Agency Agreement to give effect to this Condition 5.3(d) without any requirement for the consent or approval of the Debt Instrument Holders or Couponholders (if any). 240
- (e) Rounding 242
- (f) Determination of the Interest Rate and Calculation of interest amount payable 242
- 5.4 Interest - other rates 242
- 5.5 Interest - supplemental provisions 242
- (a) Interest Payment Dates and Interest Periods 242
- (b) Notification of Interest Rate, interest payable and other items 242
- (c) Determination final 243
- (d) Accrual of interest 243
- (e) Partly Paid Debt Instruments 244
- (f) Business Day Convention 244
- (i) the “Floating Rate Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event: 244
- (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day; and 244
- (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the relevant Pricing Supplement after the preceding applicable Interest Payment ... 244
- (ii) the “Following Business Day Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day; or 244
- (iii) the “Modified Following Business Day Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be... 244
- (iv) the “Preceding Business Day Convention”, such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or 244
- (v) “No Adjustment”, such Interest Payment Date shall not be adjusted in accordance with any Business Day Convention. 245
- (g) Day Count Fraction 245
- 5.6 Zero Coupon Debt Instruments 247
- 5.7 Definitions 248
- 6 Redemption and Purchase 249
- 6.1 Redemption 249
- 6.2 Redemption at the option of the Issuer 249
- (a) the Series of Debt Instruments subject to redemption; 249
- (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the Debt Instruments of the relevant Series which are to be redeemed; 249
- (c) the due date for redemption; 249
- (d) the Early Redemption Amount (Call) at which such Debt Instruments are to be redeemed; and 250
- (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Pricing Supplement. 250
- 6.3 Redemption at the option of Debt Instrument Holders 250
- 6.4 Redemption for taxation reasons 250
- 6.5 Purchases 251
- 6.6 Cancellation 251
- 6.7 Zero Coupon Debt Instruments 251
- (a) the Reference Price (as defined in the relevant Pricing Supplement); and 251
- (b) the product of the Accrual Yield (as defined in the relevant Pricing Supplement) (compounded annually unless otherwise specified in the relevant Pricing Supplement) being applied to the Reference Price (as defined in the relevant Pricing Supplemen... 251
- 7 Payments 251
- 7.1 Payments - Bearer Debt Instruments 251
- 7.1.1 Payment of amounts other than interest 251
- 7.1.2 Payment of amounts in respect of interest on Bearer Debt Instruments 252
- (a) in the case of a Debt Instrument without Coupons attached thereto at the time of its initial delivery, against presentation of the relevant Debt Instrument at the specified office of any Paying Agent outside (unless Condition 7.1.4 applies) the Un... 252
- (b) in the case of a Debt Instrument delivered with Coupons attached thereto at the time of its initial delivery, against presentation and surrender of the relevant Coupon or, in the case of interest due otherwise than on a scheduled Interest Payment ... 252
- 7.1.3 Payment of amounts in respect of CMU Debt Instruments 252
- 7.1.4 Payment at specified office in the United States 252
- (a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. Dollars at such specified offices outside the United States of th... 252
- (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an... 252
- (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. 252
- 7.1.5 Unmatured Coupons and unexchanged Talons 253
- (a) in the case of Bearer Debt Instruments which are Fixed Rate Debt Instruments (and unless otherwise specified in the relevant Pricing Supplement), the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, tha... 253
- (i) the date on which all amounts due in respect of the Debt Instrument have been paid; and 253
- (ii) the date on which the full amount of the moneys payable has been received by the I&P Agent, in the case of a Bearer Debt Instrument, or the Registrar, in the case of a Registered Debt Instrument, and notice to that effect has been given to the De... 253
- (b) in the case of Bearer Debt Instruments which are Floating Rate Debt Instruments, Indexed Interest Amount Debt Instruments or Indexed Redemption Amount Debt Instruments, (or otherwise where specified in the relevant Pricing Supplement), all unmatur... 253
- (c) in the case of Bearer Debt Instruments initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and 253
- (d) in the case of Bearer Debt Instruments which bear interest at a floating rate or rates, or where such a Bearer Debt Instrument is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, redemption shall be ... 253
- 7.1.6 Exchange of Talons 254
- 7.1.7 United States 254
- 7.2 Payments - Registered Debt Instruments 254
- 7.2.1 Payment of principal in respect of Registered Debt Instruments 254
- 7.2.2 Payment of interest in respect of Registered Debt Instruments 254
- 7.2.3 Payment in respect of Registered Debt Instruments held through the CMU Service 255
- 7.2.4 Manner of payments pursuant to Condition 7.2.2 255
- 7.3 Payment due on a non-Payment Business Day 255
- 7.4 Payments - general provisions 255
- (a) payments in a Specified Currency other than Euro or Renminbi will be made by transfer to an account in the relevant Specified Currency (which, in the case of a payment in Yen to a non-resident of Japan, shall be a non-resident account) maintained ... 255
- (b) payments in Renminbi will be made by transfer to a Renminbi bank account maintained in Hong Kong by or on behalf of a payee with a bank; and 255
- (c) payments in respect of definitive Debt Instruments in Euro will be made by credit or transfer to a Euro account (or any other account to which Euro may be credited or transferred) specified by the payee or at the option of the payee, by a Euro che... 255
- (i) a day on which commercial banks and foreign exchange markets settle payments in the relevant place of presentation and (in the case of a payment in Euro) on which banks are open for business and carrying out transactions in Euro in the jurisdictio... 256
- (ii) a Business Day (as defined in Condition 5.7). 256
- 7.5 Interpretation of Principal and Interest 256
- (a) any Additional Amounts which may be payable with respect to principal under Condition 8; 256
- (b) the Maturity Redemption Amount of the Debt Instruments; 256
- (c) the Early Redemption Amount (Call) of the Debt Instruments; 256
- (d) the Early Redemption Amount (Put) of the Debt Instruments; 256
- (e) the Early Redemption Amount (Deductibility) of the Debt Instruments; 256
- (f) the Early Redemption Amount (Regulatory) of the Debt Instruments; 256
- (g) the Early Redemption Amount (Tax) of the Debt Instruments; 257
- (h) the Early Redemption Amount (Default) of the Debt Instruments; 257
- (i) in relation to Zero Coupon Debt Instruments, the Amortised Face Amount; and 257
- (j) any premium and any other amounts which may be payable by the Issuer under or in respect of the Debt Instruments. 257
- 8 Taxation 257
- (a) to, or to a third party on behalf of, a Debt Instrument Holder who is liable to such Taxes in respect of such Debt Instrument or Coupon by reason of his having some connection with Australia or the country in which such branch is located other tha... 257
- (b) to, or to a third party on behalf of, a Debt Instrument Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or ... 257
- (c) where the Debt Instrument or Coupon is presented for payment more than 30 days after the Relevant Date except to the extent that a Debt Instrument Holder would have been entitled to Additional Amounts on presenting the same for payment on the last... 258
- (d) to, or to a third party on behalf of, a Debt Instrument Holder who is liable to the Taxes in respect of the Debt Instrument or Coupon by reason of the Debt Instrument Holder being an associate of the Issuer for the purposes of section 128F(9) of t... 258
- (e) in a case where the Issuer receives a notice or direction under section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of Australia, section 255 of the Australian Tax Act or any analogous provisions, any amounts paid or deducted from ... 258
- (f) where such withholding or deduction is due to Taxes imposed or levied by, or on behalf of, the United States, or any political subdivision thereof or any authority therein or thereof having power to tax under the United States; 258
- (g) where such withholding or deduction is made for, or on account of, FATCA (as withheld or deducted by the Issuer, an Agent or any other party); or 258
- (h) in such other circumstances as may be specified in the relevant Pricing Supplement. 258
- 9 Events of Default 258
- (a) (non-payment) the Issuer fails to pay any principal or any interest in respect of the Debt Instruments or the relevant Series or any of them within 14 days of the relevant due date; or 258
- (b) (other obligations) the Issuer defaults in performance or observance of or compliance with any of its other obligations set out in the Debt Instruments which default is incapable of remedy or, if capable of remedy, is not remedied within 31 days a... 258
- (c) (winding-up) an application (other than a frivolous or vexatious application or an application which is discharged or stayed within 31 days) or an order is made for the winding-up of the Issuer or a resolution is passed for the winding-up of the I... 259
- (d) (receiver) a receiver, receiver and manager, administrator, liquidator, official manager, trustee or similar officer is appointed in respect of all or any part of the assets of the Issuer and such appointment is not terminated within 31 days; or 259
- (e) (insolvency) the Issuer is unable to pay its debts when they fall due or is deemed unable to pay its debts under any applicable legislation (other than as the result of a failure to pay a debt or claim which is the subject of a good faith dispute)... 259
- (f) (arrangement or composition) the Issuer makes or enters into (i) a readjustment or rescheduling of its indebtedness with creditors generally or (ii) an assignment for the benefit of, or an arrangement or composition with, its creditors generally, ... 259
- 10 Prescription 259
- 11 Replacement of Debt Instruments, Coupons and Talons 259
- 12 Currency Indemnity 259
- 13 Further Issues 260
- 14 Agents 260
- (a) an I&P Agent; 260
- (b) for so long as any Debt Instruments are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, maintain a Paying Agent in London and/or such other place as may be required by such listing au... 260
- (c) for so long as any Registered Debt Instruments are listed, a Transfer Agent; and 260
- (d) a Registrar maintaining the Register in such city as is specified in the relevant Pricing Supplement. 260
- 15 Exchange of Talons 260
- 16 Modification and waiver 261
- 16.1 Meetings of Debt Instrument Holders 261
- 16.2 Modification and Waiver 261
- 16.3 Notification 261
- 17 Substitution 262
- 17.1 Substitution 262
- (a) the Substituted Issuer assumes all of the obligations of the Issuer under the Relevant Debt Instruments and (if applicable) the Agency Agreement and the Master Deed of Covenant; 262
- (b) the Issuer unconditionally and irrevocably guarantees the obligations to be assumed by the Substituted Issuer; 262
- (c) the Substituted Issuer has obtained all necessary authorisations to assume such obligations; 262
- (d) the Substituted Issuer has, if necessary, appointed an agent for the service of process in New South Wales or England (as the case may be); 262
- (e) there have been delivered to the I&P Agent opinions of lawyers of recognised standing in: 262
- (i) New South Wales and Australia or England (as the case may be); and 262
- (ii) the place of incorporation of the Substituted Issuer, 262
- (iii) the matters referred to in paragraphs (a), (b) and (c) above have been satisfied; 262
- (iv) the Substituted Issuer is validly existing; 262
- (v) the obligations assumed by the Substituted Issuer are valid and binding on it; 262
- (vi) the substitution is not in breach of any law or regulation or the constitution of the Substituted Issuer; and 262
- (vii) the choice of governing law and submission to jurisdiction are valid; and 262
- (f) the Relevant Debt Instruments continue to have a credit rating from at least one internationally recognised rating agency at least equal to the relevant rating from that rating agency immediately prior to the substitution. 262
- 17.2 Notice 262
- 17.3 Effective Date 263
- 17.4 Effect of substitution 263
- (a) the Substituted Issuer shall assume all of the obligations of the Issuer with respect to the Relevant Debt Instruments (whether accrued before or after the Effective Date); 263
- (b) the Issuer shall be released from all of its obligations as principal debtor under the Relevant Debt Instruments; and 263
- (c) any reference in the Conditions of the Relevant Debt Instruments to: 263
- (i) the Issuer shall from then on be deemed to refer to the Substituted Issuer; and 263
- (ii) the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for tax purposes of the Substituted Issuer. 263
- 17.5 No regard to consequences of substitution 263
- 18 Notices 263
- 18.1 Bearer Debt Instruments 263
- 18.2 Registered Debt Instruments 264
- 18.3 Listed Debt Instruments 264
- 18.4 Global Debt Instruments 264
- (a) Euroclear and Clearstream, Luxembourg or any other clearing system), all notices regarding the Debt Instrument may be given to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of the ... 264
- (b) the CMU Service, all notices regarding the Debt Instrument may be given to the persons shown in a CMU Instrument Position Report issued by the CMU Service on the second business day preceding the date of dispatch of such notice as holding interest... 264
- 19 Governing law and jurisdiction 264
- 19.1 Governing law 264
- 19.2 Jurisdiction of the courts of New South Wales 264
- 19.3 Jurisdiction of the courts of England 265
- (a) If the relevant Pricing Supplement specifies that the Debt Instruments and Coupons (and any non-contractual obligations arising out of or in connection therewith) are governed by, and construed in accordance with, English law, this Condition 19.3 ... 265
- (b) The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with (including any non-contractual obligations arising out of or in connection therewith) the Debt Instruments and accordingly any legal... 265
- (c) The Issuer irrevocably agrees that service of process in any Proceedings in England based on the Debt Instruments may be served on it at its London Branch whose registered office is currently at Ropemaker Place, 28 Ropemaker Street, London EC2Y 9H... 265
- Schedule B – FORM OF PRICING SUPPLEMENT 266
- THIS FORM OF PRICING SUPPLEMENT WILL BE ISSUED IN RESPECT OF DEBT INSTRUMENTS WHICH ARE NOT ADMITTED TO THE OFFICIAL LIST OF THE FINANCIAL CONDUCT AUTHORITY OR TO ANY OTHER EUROPEAN ECONOMIC AREA AND UK REGULATED MARKET OR OFFERED TO THE PUBLIC IN THE... 266
- Part A - CONTRACTUAL TERMS 268
- PURPOSE OF THE PRICING SUPPLEMENT 282
- RESPONSIBILITY 282
- Part B – OTHER INFORMATION 283
