No review of affairs of MGL or the Macquarie Group None of the Dealers or the Agents undertakes to review the financial condition or affairs of MGL or the Macquarie 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. [...] Dollars” are to the lawful currency of the United States; • “A$” and “Australian Dollars” are to the lawful currency of Australia; • “£”, “sterling” and “Sterling” are to the lawful currency of the UK; 6 Base Prospectus Important Notices • “Yen” are to the lawful currency of Japan; • “SG$” or “Singapore Dollars” are to the lawful currency of Singapore; • “HKD” or “Hong Kong Dollars” are to the law. [...] 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 of PR Debt Instruments 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 of PR Debt Instruments and 60 days after the date of the allotment of the relevant Tranc. [...] Noting the points set out above by the Issuer with respect to its assessment of the level, order of materiality and potential of occurrence of the risks set out below, prospective investors should carefully consider the following discussion of the risk factors and the other information in this Base Prospectus and consult their own financial and legal advisers about the risks associated with the PR. [...] The Macquarie 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.
Authors
- Pages
- 285
- Published in
- Australia
Table of Contents
- Introduction 3
- NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE 4
- NO ACQUISITIONS BY OFFSHORE ASSOCIATES OF THE ISSUER 5
- Contents 6
- Important Notices 7
- Credit ratings 8
- Available information 9
- Responsibility 9
- Documents incorporated by reference 9
- No independent verification or advice 9
- Currency of information 10
- No review of affairs of MGL or the Macquarie Group 10
- PR Debt Instruments may not be a suitable investment for all investors 10
- Legal investment considerations may restrict certain investors 10
- No authorisation 11
- Distribution 11
- No offer 12
- Australian banking legislation 12
- Use of defined terms in this Base Prospectus 12
- References to currencies 12
- Supplemental Prospectus 13
- Forward-Looking Statements about MGL 13
- EU Benchmarks Regulation and UK Benchmarks Regulation 14
- Stabilisation 14
- Dissemination of Credit Ratings 15
- 1. Risk Factors 16
- (a) Factors that may affect the Issuer’s ability to fulfil its obligations under PR Debt Instruments issued under the Programme 16
- Macro-economic risks 16
- The Macquarie 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
- The Macquarie Group’s ability to operate its businesses could be impaired if its liquidity is constrained. 18
- Failure to maintain the Macquarie Group’s credit ratings and those of its subsidiaries could adversely affect its 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 Group’s financial results and its financial and regulatory capital positions. 19
- The Macquarie 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
- The Macquarie 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 and clients may impact the Macquarie Group’s income. 21
- Inflation has had, and could continue to have, a negative effect on the Macquarie Group’s business, results of operations and financial condition. 21
- The Macquarie Group’s businesses could suffer losses due to climate change. 21
- Legal and regulatory risks 22
- Many of the Macquarie 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 Group is subject to the risk of loss as a result of not complying with laws governing financial crime, including sanctions. 23
- The Macquarie Group may be adversely affected by increased governmental and regulatory scrutiny or negative publicity. 24
- Litigation and regulatory actions may adversely impact the Macquarie Group’s results of operations. 24
- The Macquarie Group may not manage risks associated with the replacement of interest rate benchmarks effectively. 24
- Counterparty credit risk 25
- Failure of third parties to honour their commitments in connection with the Macquarie Group’s trading, lending and other activities may adversely impact their business. 25
- The Macquarie Group may experience impairments in their loans, investments, funds management assets and other assets. 25
- Operational risks 26
- The Macquarie 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
- The Macquarie 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 the Macquarie Group or of a third-party supplier could adversely affect the Macquarie Group’s ability to conduct their business, manage their exposure to risk or expan... 28
- The Macquarie 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. 29
- The Macquarie Group could suffer losses due to hostile, catastrophic or unforeseen events, including due to environmental and social factors. 29
- Failure of the Macquarie Group’s insurance carriers or its failure to maintain adequate insurance cover could adversely impact its results of operations. 30
- The Macquarie Group is subject to risks in using custodians. 30
- Strategic risks 31
- The Macquarie 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 existing businesses. 31
- The Macquarie Group’s businesses depend on the Macquarie Group’s brand and reputation. 31
- Competitive pressure, both in the financial services industry, as well as in the other industries in which the Macquarie Group operate, could adversely impact its business. 32
- Conflicts of interest could limit the Macquarie Group’s current and future business opportunities. 32
- The Macquarie Group’s dependence on the revenue they generate from managing funds and transacting with the assets they manage exposes them to risks. 33
- Tax 33
- The Macquarie 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 33
- Changes in accounting standards, policies, interpretations, estimates, assumptions and judgments that could have a material impact on the financial results of the Macquarie Group. 33
- (b) Risks relating to PR Debt Instruments and the market generally 34
- Australian insolvency laws. 34
- The PR Debt Instruments do not have the benefit of any third party guarantees or security. 34
- Issue price and optional redemption risks. 35
- Modifications and waivers. 35
- Change of Law. 35
- (c) Risks related to the market for PR Debt Instruments generally 35
- The secondary market generally. 35
- Listing. 36
- Exchange rate risks and exchange controls. 36
- Interest rate risks. 36
- 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". 37
- 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. 41
- The interest rate on compounded SOFR-referenced PR Debt Instruments is based on a compounded average of daily SOFR. 41
- 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. 42
- 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... 42
- 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. 43
- (d) Risks related to PR Debt Instruments denominated in Renminbi 43
- 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 Group’s ability to source Renminbi outside of the PRC to service such PR Debt Instru... 43
- 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. 44
- The investment in the PR Debt Instruments denominated in Renminbi is subject to exchange rate and interest rate risks. 44
- 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 46
- MGL Audited Annual Financial Statements and MGL and its Subsidiaries Audited Consolidated Annual Financial Statements and Independent Auditor’s Reports 46
- Previous Terms and Conditions 47
- 3. Terms and Conditions 48
- 1 Form and Denomination 49
- 1.1 General 49
- 1.2 Type of PR Debt Instruments 49
- 1.3 Form of Bearer PR Debt Instruments 50
- 1.4 Form of Registered PR Debt Instruments 50
- 1.5 Denomination 50
- 1.6 Currency of PR Debt Instruments 50
- 2 Title 51
- 2.1 Title to Bearer PR Debt Instruments, Coupons and Talons 51
- 2.2 Title to Registered PR Debt Instruments 51
- 2.3 Title - general 51
- (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 51
- (b) the person in whose name a Registered PR Debt Instrument is registered, as the case may be. 51
- 3 Exchanges of Bearer PR Debt Instruments for Registered PR Debt Instruments and transfers of Registered PR Debt Instruments 51
- 3.1 Exchange of Bearer PR Debt Instruments 51
- 3.2 Transfer of Registered PR Debt Instruments 51
- 3.3 Partial redemption or exercise of options in respect of Registered PR Debt Instruments 52
- 3.4 Delivery of new certificates representing Registered PR Debt Instruments 52
- 3.5 Exchange free of charge 52
- 3.6 Closed periods 53
- (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; 53
- (b) during the period of 15 days before any drawing of PR Debt Instruments for redemption under Condition 6.2; or 53
- (c) after any such PR Debt Instrument has been drawn for redemption in whole or in part. 53
- 4 Status 53
- 5 Interest 53
- 5.1 General 53
- 5.2 Interest - fixed rate 53
- 5.3 Interest - floating rate 54
- (a) Accrual of interest 54
- (b) Interest Rate 54
- (i) Floating Rate PR Debt Instruments referencing BBSW Rate Determination 54
- (A) BBSW Rate Determination 54
- (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... 54
- (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... 54
- (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 ... 55
- (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... 55
- (B) BBSW Rate Fallbacks 55
- (1) a Temporary Disruption Trigger has occurred; or 55
- (2) a Permanent Discontinuation Trigger has occurred, 55
- (a) where BBSW Rate is the Applicable Benchmark Rate, if a Temporary Disruption Trigger has occurred with respect to the BBSW Rate, in the following order of precedence: 55
- (b) where AONIA is the Applicable Benchmark Rate or a determination of the AONIA Rate is required for the purposes of sub-paragraph (a) above, if a Temporary Disruption Trigger has occurred with respect to AONIA, the rate for any day for which AONIA i... 55
- (c) where a determination of the RBA Recommended Rate is required for the purposes of sub-paragraph (a) or (b) above, if a Temporary Disruption Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for which the RBA Recom... 56
- (d) where BBSW Rate is the Applicable Benchmark Rate, if a Permanent Discontinuation Trigger has occurred with respect to the BBSW Rate, the rate for any day for which the BBSW Rate is required on or after the Permanent Fallback Effective Date will be... 56
- (e) where AONIA is the Applicable Benchmark Rate or a determination of the AONIA Rate is required for the purposes of sub-paragraph (d)(x) above, if a Permanent Discontinuation Trigger has occurred with respect to AONIA, the rate for any day for which... 56
- (f) where a determination of the RBA Recommended Rate is required for the purposes of sub-paragraphs (d) or (e) above, respectively, if a Permanent Discontinuation Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for... 56
- (C) BBSW Rate Amendments 57
- (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... 57
- (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... 57
- (D) Definitions 57
- (ii) Screen Rate Determination for Floating Rate PR Debt Instruments not referencing SONIA or SOFR or BBSW Rate or €STR 64
- (A) the offered quotation; or 64
- (B) the arithmetic mean (rounded if necessary to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations, 64
- (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... 64
- (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... 64
- (iii) Screen Rate Determination for Floating Rate PR Debt Instruments referencing SONIA 66
- (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... 66
- (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... 68
- (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 fo... 69
- (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... 69
- (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... 69
- (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... 70
- (E) In the event that the Interest Rate cannot be determined in accordance with the foregoing provisions, the Interest Rate shall be: 70
- (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 ... 70
- (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... 70
- (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... 70
- (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... 70
- (iv) Screen Rate Determination for Floating Rate PR Debt Instruments referencing SOFR 71
- (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 ... 71
- (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... 71
- (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... 72
- (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... 73
- (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 Intere... 74
- (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... 74
- (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... 75
- (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... 76
- (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. 76
- (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... 76
- (v) Screen Rate Determination for Floating Rate PR Debt Instruments referencing €STR 80
- (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... 80
- (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... 85
- (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... 85
- (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... 85
- (c) Minimum and/or Maximum Interest Rate 85
- (d) Fallback Interest Rate 86
- (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... 86
- (a) if there is a Successor Rate, then the Calculation Agent shall use such Successor Rate in place of the Reference Rate; 86
- (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 86
- (c) the Calculation Agent may: 86
- (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 ... 86
- (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... 86
- (a) 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... 87
- (ii) Unless otherwise specified in the relevant Final Terms, if: 87
- (a) the Calculation Agent is unable to determine a rate (or, as the case may be, the arithmetic mean of rates); or 87
- (b) the Calculation Agent is unable to use a Successor Rate; or 87
- (c) the Independent Adviser or the Issuer is unable to (or in the case of the Issuer, elects not to) determine the Alternative Rate, 87
- (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). 87
- (e) Rounding 89
- (f) Determination of the Interest Rate and Calculation of interest amount payable 89
- 5.4 Interest – fixed/floating 89
- 5.5 Interest - supplemental provisions 90
- (a) Interest Payment Dates and Interest Periods 90
- (b) Notification of Interest Rate, interest payable and other items 90
- (c) Determination final 91
- (d) Accrual of interest 91
- (e) Business Day Convention 92
- (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: 92
- (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day; and 92
- (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... 92
- (ii) the “Following Business Day Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day; or 92
- (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... 92
- (iv) the “Preceding Business Day Convention”, such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or 92
- (v) “No Adjustment”, such Interest Payment Date shall not be adjusted in accordance with any Business Day Convention. 92
- (f) Day Count Fraction 92
- (i) if “Actual/365” or “Actual/Actual” is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days... 92
- (ii) if “Actual/365 (Fixed)” is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 365; 93
- (iii) if “Actual/360” is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 360; 93
- (iv) if “30/360”, “360/360” or “Bond Basis” is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360 calculated on a formula basis as follows: 93
- (v) if “30E/360” or “Eurobond basis” is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360 calculated on a formula basis as follows: 93
- (vi) if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows: 94
- (vii) if “Australian Bond Basis” is specified in the relevant Final Terms, one divided by the number of Interest Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number of days in the Calculat... 94
- (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and 94
- (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365)); or 94
- (viii) if “Actual/Actual-ICMA” is specified in the relevant Final Terms: 95
- (A) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (A) the number of days in such Determination Period and (B) the number of ... 95
- (B) if the Calculation Period is longer than one Determination Period, the sum of: 95
- (1) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (aa) the number of days in such Determination Period and (ab) the number of Determination Periods normally ending in any... 95
- (2) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (aa) the number of days in such Determination Period and (ab) the number of Determination Periods normally ending in any year, 95
- 5.6 Zero Coupon PR Debt Instruments 95
- 5.7 Definitions 95
- 6 Redemption and Purchase 97
- 6.1 Redemption 97
- 6.2 Redemption at the option of the Issuer 97
- (a) the Series of PR Debt Instruments subject to redemption; 97
- (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; 97
- (c) the due date for redemption; 97
- (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and 97
- (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. 97
- 6.3 Redemption at the option of PR Debt Instrument Holders 97
- 6.4 Redemption for taxation reasons 98
- 6.5 Purchases 98
- 6.6 Cancellation 98
- 6.7 Zero Coupon PR Debt Instruments 99
- (a) the Reference Price (as specified in the relevant Final Terms); and 99
- (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... 99
- 7 Payments 99
- 7.1 Payments - Bearer PR Debt Instruments 99
- 7.1.1 Payment of amounts other than interest 99
- 7.1.2 Payment of amounts in respect of interest on Bearer PR Debt Instruments 99
- (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) ... 99
- (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... 99
- 7.1.3 Payment of amounts in respect of CMU PR Debt Instruments 99
- 7.1.4 Payment at specified office in the United States 100
- (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... 100
- (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... 100
- (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. 100
- 7.1.5 Unmatured Coupons and unexchanged Talons 100
- (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... 100
- (i) the date on which all amounts due in respect of the PR Debt Instrument have been paid; and 100
- (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 ... 100
- (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... 101
- (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 101
- (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... 101
- 7.1.6 Exchange of Talons 101
- 7.1.7 United States 101
- 7.2 Payments - Registered PR Debt Instruments 102
- 7.2.1 Payment of principal in respect of Registered PR Debt Instruments 102
- 7.2.2 Payment of interest in respect of Registered PR Debt Instruments 102
- 7.2.3 Payment in respect of Registered PR Debt Instruments held through the CMU Service 102
- 7.2.4 Manner of payments pursuant to Condition 7.2.2 102
- 7.3 Payment due on a non-Payment Business Day 103
- 7.4 Payments - general provisions 103
- (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 ... 103
- (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 103
- (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 ... 103
- 7.5 Interpretation of Principal and Interest 104
- (a) any Additional Amounts which may be payable with respect to principal under Condition 8; 104
- (b) the Maturity Redemption Amount of the PR Debt Instruments; 104
- (c) the Early Redemption Amount (Call) of the PR Debt Instruments; 104
- (d) the Early Redemption Amount (Put) of the PR Debt Instruments; 104
- (e) the Early Redemption Amount (Tax) of the PR Debt Instruments; 104
- (f) the Early Redemption Amount (Default) of the PR Debt Instruments; 104
- (g) in relation to Zero Coupon PR Debt Instruments, the Amortised Face Amount; and 104
- (h) any premium and any other amounts which may be payable by the Issuer under or in respect of the PR Debt Instruments. 104
- 8 Taxation 104
- (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 establishment is loca... 105
- (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 ... 105
- (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... 105
- (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... 105
- (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... 105
- (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 105
- (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). 105
- 9 Events of Default 106
- (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 106
- (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... 106
- (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... 106
- (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 106
- (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)... 106
- (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, ... 106
- 10 Prescription 107
- 11 Replacement of PR Debt Instruments, Coupons and Talons 107
- 12 Currency Indemnity 107
- 13 Further Issues 107
- 14 Agents 108
- (a) an I&P Agent; 108
- (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... 108
- (c) for so long as any Registered PR Debt Instruments are listed on the London Stock Exchange, a Transfer Agent in London; and 108
- (d) a Registrar maintaining the Register in such city as is specified in the relevant Final Terms. 108
- 15 Exchange of Talons 108
- 16 Modification and waiver 108
- 16.1 Meetings of PR Debt Instrument Holders 108
- 16.2 Modification and Waiver 109
- 16.3 Notification 109
- 17 Substitution 109
- 17.1 Substitution 109
- (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; 109
- (b) the Issuer unconditionally and irrevocably guarantees the obligations to be assumed by the Substituted Issuer; 109
- (c) the Substituted Issuer has obtained all necessary authorisations to assume such obligations; 109
- (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); 109
- (e) there have been delivered to the I&P Agent opinions of lawyers of recognised standing in: 109
- (i) New South Wales and Australia or England (as the case may be); and 110
- (ii) the place of incorporation of the Substituted Issuer, 110
- (iii) the matters referred to in paragraphs (a), (b) and (c) above have been satisfied; 110
- (iv) the Substituted Issuer is validly existing; 110
- (v) the obligations assumed by the Substituted Issuer are valid and binding on it; 110
- (vi) the substitution is not in breach of any law or regulation or the constitution of the Substituted Issuer; and 110
- (vii) the choice of governing law and submission to jurisdiction are valid; and 110
- (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. 110
- 17.2 Notice 110
- 17.3 Effective Date 110
- 17.4 Effect of substitution 110
- (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); 110
- (b) the Issuer shall be released from all of its obligations as principal debtor under the Relevant PR Debt Instruments; and 110
- (c) any reference in the Conditions of the Relevant PR Debt Instruments to: 110
- (i) the Issuer shall from then on be deemed to refer to the Substituted Issuer; and 110
- (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. 110
- 17.5 No regard to consequences of substitution 111
- 18 Notices 111
- 18.1 Bearer PR Debt Instruments 111
- 18.2 Registered PR Debt Instruments 111
- 18.3 Listed PR Debt Instruments 111
- 18.4 Global Debt Instruments 112
- (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... 112
- (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... 112
- 19 Governing law and jurisdiction 112
- 19.1 Governing law 112
- 19.2 Jurisdiction of the courts of New South Wales 112
- 19.3 Jurisdiction of the courts of England 112
- (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. 112
- (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... 112
- (c) The Issuer irrevocably appoints Macquarie Bank Limited, London Branch whose registered office is currently at Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HD, United Kingdom as its agent in England to receive service of process in any Procee... 113
- 4. Form of PR Debt Instruments 114
- Each Tranche of PR Debt Instruments will be represented upon issue by: 114
- (a) if such PR Debt Instruments are in bearer form or if definitive PR Debt Instruments are to be made available to PR Debt Instrument Holders, a temporary global debt instrument in bearer form without coupons or talons (“Temporary Global PR Debt Inst... 114
- (i) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) and/or another clearing system on the Issue Date, with a depositary or common depositary (“Commo... 114
- (ii) in the case of a Tranche intended to be cleared through the Central Moneymarkets Unit Service (“CMU Service”) on the Issue Date, with a sub-custodian for the CMU Service; or 114
- (iii) in the case of a Tranche intended to be cleared through a clearing system other than Euroclear or Clearstream, Luxembourg or the CMU Service, as agreed between MGL and the relevant Dealer(s), 114
- (b) PR Debt Instruments in registered form. 114
- 1 Exchange 115
- (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... 115
- (b) in each case: 116
- (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 116
- (ii) the alternate clearing system is not the holder of the Global PR Debt Instrument; or 116
- (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... 116
- 2 Payments 117
- 3 Notices 117
- 4 Prescription 117
- 5 Meetings 117
- 6 Cancellation 118
- 7 Redemption at the option of the Issuer 118
- 8 Redemption at the option of PR Debt Instrument Holders 118
- 9 Direct Enforcement Rights 118
- 5. Form of Final Terms 120
- (i) Use of proceeds: 133
- (ii) Estimated net proceeds: 133
- 6. Macquarie Group Limited 135
- Information about Macquarie Group Limited 135
- Organisational Structure 136
- Shared Services 136
- Business Overview 137
- Overview of the Banking Group 137
- Overview of the Non-Banking Group 137
- Profit Estimate 137
- Lawsuits and Contingent liabilities 137
- Germany 138
- Material Contracts 138
- Credit rating 138
- Shareholders and Capital 139
- Regulatory oversight and recent developments 139
- Australia 139
- APRA Regulatory Developments 140
- “Unquestionably Strong” 140
- Capital adequacy 140
- Measurement of capital 141
- Liquidity 141
- Recovery and exit planning and resolution planning 142
- Credit risk management 142
- Strengthening residential mortgage lending assessments 143
- Climate change financial risk 143
- On 31 January 2024, APRA published an update on its supervision and policy priorities that included reviewing the effectiveness of CPG 229 with a focus on key issues such as embedding climate risk considerations clearly in risk management frameworks. ... 143
- Market risk 143
- IRRBB 144
- Operational risk 144
- Information security 144
- Associations with Related Entities 145
- Remuneration 145
- Review of the prudential framework for groups 146
- Other developments in Australia 146
- (i) design and distribution obligations (“DDO”) – The DDO which came into effect on 5 October 2021 require issuers and distributors of certain products to develop and maintain effective product governance arrangements across the life cycle of a financ... 146
- (ii) ASIC guidance on fees and costs disclosure – Legislative instruments and ASIC guides apply to fees and costs disclosures in product disclosure statements and periodic statements. The Macquarie Group has updated relevant disclosure documents to co... 147
- (iii) ASIC market integrity rules – ASIC introduced new market integrity rules, effective 10 March 2023, aimed at promoting the technological and operational resilience of securities and futures market operators and participants, including the Macquar... 147
- (iv) dispute resolution requirements – ASIC introduced mandatory internal dispute resolution data reporting to improve the way complaints are dealt with across the financial system and bring about greater transparency in financial firms’ complaint han... 147
- (v) breach reporting requirements – Australian Financial Services Licence and Australian Credit Licence holders, including MGL and MBL, are required to report significant breaches of Australian financial services and credit laws to ASIC. MGL has polic... 147
- International 147
- United States 148
- United Kingdom 148
- European Union 149
- BRRD 149
- Environmental, social and governance regulation 149
- Other regulators 150
- Further changes may occur driven by policy, prudential or political factors. 151
- Directors of MGL 151
- Director Independence 155
- Dealing with potential conflicts of interest 156
- 7. Selected Financial Information 157
- Limitation on Auditor’s Liability 157
- 8. Subscription and Sale 160
- 1. General 161
- 2. Australia 161
- (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 162
- (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... 162
- (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... 162
- (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); 162
- (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 162
- (iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia. 162
- 3. United States 162
- (a) as part of their distribution at any time; and 162
- (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... 162
- 4. European Economic Area 163
- (a) the expression “retail investor” means a person who is one (or more) of the following: 163
- (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 ... 163
- (a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation; 164
- (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 164
- (c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation, 164
- 5. The United Kingdom 164
- (a) the expression “retail investor” means a person who is one (or more) of the following: 164
- (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 ... 165
- (a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; 165
- (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... 165
- (c) at any time in any other circumstances falling within section 86 of the FSMA, 165
- (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... 165
- (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. 165
- 6. Republic of Italy 166
- (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 (as amended from time to tim... 166
- (b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Ba... 166
- 7. Hong Kong 166
- (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... 166
- (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 ... 166
- 8. Singapore 167
- 9. Japan 167
- 10. Canada 168
- (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... 168
- (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... 168
- 11. Korea 168
- (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... 168
- (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... 168
- 12. Taiwan 168
- 13. People’s Republic of China 169
- 14. Changes to these selling restrictions 169
- 9. Tax Considerations 170
- Australian Taxation 170
- 1 Introduction 170
- 2 Interest Withholding Tax 171
- In broad terms, the requirements that must be satisfied for an exemption from IWT in section 128F to apply in respect of the PR Debt Instruments are as follows: 171
- (a) MGL 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; 171
- (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... 171
- (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; 171
- (ii) offers to 100 or more investors of a certain type; 171
- (iii) offers of listed PR Debt Instruments; 171
- (iv) offers via publicly available information sources; and 171
- (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. 171
- (c) MGL 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” of MGL, exc... 171
- (d) at the time of the payment of interest, MGL does not know, or have reasonable grounds to suspect, that the payee is an “associate” of MGL, except as permitted by section 128F(6) of the Australian Tax Act. 172
- Interest withholding tax exemptions under certain double tax conventions 172
- Bearer PR Debt Instruments - section 126 of the Australian Tax Act 172
- Payment of additional amounts 173
- 3 Other Australian tax matters 173
- Under Australian laws as presently in effect: 173
- (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, payment of principal and interest to a PR Debt Instrument Holder who is a... 173
- (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... 173
- (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... 173
- (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... 174
- (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; 174
- (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... 174
- (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... 174
- (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; 174
- (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... 174
- (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... 174
- (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... 175
- (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 (... 175
- (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... 175
- (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”. 175
- United Kingdom Taxation 176
- Interest Withholding Tax – General 176
- (a) there is no requirement for any deduction or withholding for or on account of United Kingdom income tax in respect of any interest where the maturity of the PR Debt Instrument in respect of which the interest is paid is less than 365 days and the ... 176
- (b) payments of interest on PR Debt Instruments issued by MGL may be made without withholding or deduction for or on account of United Kingdom income tax provided that the PR Debt Instruments carry a right to interest and are and remain listed on a “r... 176
- (c) in other cases, an amount must generally be withheld from payments of interest on the PR Debt Instruments that has a United Kingdom source on account of United Kingdom income tax at the basic rate (currently 20%), subject to any other available ex... 176
- EU Financial Transactions Tax 176
- U.S. Foreign Account Tax Compliance Act 177
- 10. Use of Proceeds 179
- 11. General Information 180
- 1 Authorisation 180
- 2 Listing 180
- 3 Auditor 180
- 4 Significant or Material Change 180
- 5 Documents available 180
- (a) the constitution of MGL; 180
- (b) the Agency Agreement (which includes the form 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 amends... 180
- (c) the Master Deed of Covenant; 181
- (d) each Final Terms for PR Debt Instruments that are listed on the London Stock Exchange or any other stock exchange; 181
- (e) a copy of this Base Prospectus, together with any supplement to this Base Prospectus; and 181
- (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. 181
- 6 Clearing 181
- 7 Australian approvals 181
- Offering Circular for the Issue of Non-PR Debt Instruments 182
- For the purposes of the issue of Non-PR Debt Instruments those sections of the Base Prospectus incorporated by reference herein shall be deemed to be amended and supplemented as follows: 183
- Responsibility 184
- Documents incorporated by reference 185
- No independent verification or advice 185
- Currency of information 185
- No review of affairs of MGL or the Macquarie Bank Group 185
- Risk factors 186
- Non-PR Debt Instruments may not be a suitable investment for all investors 186
- Risks related to the structure of a particular issue of Non-PR Debt Instruments 186
- Legal investment considerations may restrict certain investments 186
- No authorisation 186
- Distribution and selling restrictions 186
- No offer 187
- Australian banking legislation 187
- Use of defined terms in this Offering Circular 188
- References to currencies 188
- Forward-Looking Statements about MGL 188
- EU Benchmarks Regulation and UK Benchmarks Regulation 189
- Stabilisation 189
- Dissemination of Credit Ratings 190
- 1 Form and Denomination 197
- 1.1 General 197
- 1.2 Type of Debt Instruments 197
- 1.3 Form of Bearer Debt Instruments 198
- 1.4 Form of Registered Debt Instruments 198
- 1.5 Denomination 198
- 1.6 Currency of Debt Instruments 198
- 2 Title 199
- 2.1 Title to Bearer Debt Instruments, Coupons and Talons 199
- 2.2 Title to Registered Debt Instruments 199
- 2.3 Title – general 199
- (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 199
- (b) the person in whose name a Registered Debt Instrument is registered, as the case may be. 199
- 3 Exchanges of Bearer Debt Instruments for Registered Debt Instruments and transfers of Registered Debt Instruments 199
- 3.1 Exchange of Bearer Debt Instruments 199
- 3.2 Transfer of Registered Debt Instruments 199
- 3.3 Partial redemption or exercise of options in respect of Registered Debt Instruments 200
- 3.4 Delivery of new certificates representing Registered Debt Instruments 200
- 3.5 Exchange free of charge 200
- 3.6 Closed periods 200
- (a) during the period of 15 days ending on the due date for any payment of principal or redemption amount on that Debt Instrument; 201
- (b) during the period of 15 days before any drawing of Debt Instruments for redemption under Condition 6.2; or 201
- (c) after any such Debt Instrument has been drawn for redemption in whole or in part. 201
- 4 Status 201
- 5 Interest 201
- 5.1 General 201
- 5.2 Interest – fixed rate 201
- 5.3 Interest – floating rate and indexed rate 202
- (a) Accrual of interest 202
- (b) Interest Rate 202
- (i) Floating Rate Debt Instruments referencing BBSW Rate Determination 202
- (A) BBSW Rate Determination 202
- (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... 202
- (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... 202
- (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 ... 203
- (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... 203
- (B) BBSW Rate Fallbacks 203
- (1) a Temporary Disruption Trigger has occurred; or 203
- (2) a Permanent Discontinuation Trigger has occurred, 203
- (a) where BBSW Rate is the Applicable Benchmark Rate, if a Temporary Disruption Trigger has occurred with respect to the BBSW Rate, in the following order of precedence: 203
- (b) where AONIA is the Applicable Benchmark Rate or a determination of the AONIA Rate is required for the purposes of sub-paragraph (a) above, if a Temporary Disruption Trigger has occurred with respect to AONIA, the rate for any day for which AONIA i... 203
- (c) where a determination of the RBA Recommended Rate is required for the purposes of sub-paragraph (a) or (b) above, if a Temporary Disruption Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for which the RBA Recom... 204
- (d) where BBSW Rate is the Applicable Benchmark Rate, if a Permanent Discontinuation Trigger has occurred with respect to the BBSW Rate, the rate for any day for which the BBSW Rate is required on or after the Permanent Fallback Effective Date will be... 204
- (e) where AONIA is the Applicable Benchmark Rate or a determination of the AONIA Rate is required for the purposes of sub-paragraph (d)(x) above, if a Permanent Discontinuation Trigger has occurred with respect to AONIA, the rate for any day for which... 204
- (f) where a determination of the RBA Recommended Rate is required for the purposes of sub-paragraphs (d) or (e) above, respectively, if a Permanent Discontinuation Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for... 204
- (C) BBSW Rate Amendments 205
- (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... 205
- (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(... 205
- (D) Definitions 205
- (ii) Screen Rate Determination for Floating Rate Debt Instruments not referencing SONIA or SOFR or BBSW Rate or €STR 212
- (A) the offered quotation; or 212
- (B) the arithmetic mean (rounded if necessary to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations, 212
- (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... 212
- (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... 212
- (iii) Screen Rate Determination for Floating Rate Debt Instruments referencing SONIA 213
- (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”... 213
- (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 Determinat... 215
- (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... 216
- where “do”, “i”, “SONIA reference rate”, “SONIAi”, “ni” and “d” have the meanings set out in Condition 5.3(b)(iii)(A). 217
- (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... 217
- (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... 217
- (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... 217
- (E) In the event that the Interest Rate cannot be determined in accordance with the foregoing provisions, the Interest Rate shall be: 217
- (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 ... 217
- (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... 217
- (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... 218
- (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... 218
- (iv) Screen Rate Determination for Floating Rate Debt Instruments referencing SOFR 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 "SOFR Arithmetic Mean",... 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 "SOFR Delay Compound", ... 218
- (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", ... 219
- (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"... 220
- (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... 221
- (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", ... 222
- (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... 223
- (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... 223
- (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. 223
- (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... 223
- (v) Screen Rate Determination for Floating Rate Debt Instruments referencing €STR 228
- (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... 228
- (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... 232
- (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... 233
- (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 ... 233
- (c) Minimum and/or Maximum Interest Rate 233
- (d) Fallback Interest Rate 233
- (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),... 233
- (a) if there is a Successor Rate, then the Calculation Agent shall use such Successor Rate in place of the Reference Rate; 233
- (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 233
- (c) the Calculation Agent may: 233
- (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 ... 233
- (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... 234
- (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... 234
- (ii) Unless otherwise specified in the relevant Pricing Supplement, if: 234
- (a) the Calculation Agent is unable to determine a rate (or, as the case may be, the arithmetic mean of rates); or 234
- (b) the Calculation Agent is unable to use a Successor Rate; or 234
- (c) the Independent Adviser or the Issuer is unable to (or in the case of the Issuer, elects not to) determine the Alternative Rate, 234
- (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). 235
- (e) Rounding 236
- (f) Determination of the Interest Rate and Calculation of interest amount payable 236
- 5.4 Interest - other rates 237
- 5.5 Interest - supplemental provisions 237
- (a) Interest Payment Dates and Interest Periods 237
- (b) Notification of Interest Rate, interest payable and other items 237
- (c) Determination final 238
- (d) Accrual of interest 238
- (e) Partly Paid Debt Instruments 238
- (f) Business Day Convention 239
- (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: 239
- (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day; and 239
- (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 ... 239
- (ii) the “Following Business Day Convention”, such Interest Payment Date shall be postponed to the next day which is a Business Day; or 239
- (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... 239
- (iv) the “Preceding Business Day Convention”, such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or 239
- (v) “No Adjustment”, such Interest Payment Date shall not be adjusted in accordance with any Business Day Convention. 239
- (g) Day Count Fraction 239
- 5.6 Zero Coupon Debt Instruments 242
- 5.7 Definitions 242
- 6 Redemption and Purchase 243
- 6.1 Redemption 243
- 6.2 Redemption at the option of the Issuer 244
- (a) the Series of Debt Instruments subject to redemption; 244
- (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; 244
- (c) the due date for redemption; 244
- (d) the Early Redemption Amount (Call) at which such Debt Instruments are to be redeemed; and 244
- (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. 244
- 6.3 Redemption at the option of Debt Instrument Holders 244
- 6.4 Redemption for taxation reasons 245
- 6.5 Purchases 245
- 6.6 Cancellation 245
- 6.7 Zero Coupon Debt Instruments 246
- (a) the Reference Price (as defined in the relevant Pricing Supplement); and 246
- (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... 246
- 7 Payments 246
- 7.1 Payments - Bearer Debt Instruments 246
- 7.1.1 Payment of amounts other than interest 246
- 7.1.2 Payment of amounts in respect of interest on Bearer Debt Instruments 246
- (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... 246
- (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 ... 246
- 7.1.3 Payment of amounts in respect of CMU Debt Instruments 246
- 7.1.4 Payment at specified office in the United States 247
- (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... 247
- (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... 247
- (c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. 247
- 7.1.5 Unmatured Coupons and unexchanged Talons 247
- (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... 247
- (i) the date on which all amounts due in respect of the Debt Instrument have been paid; and 247
- (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... 247
- (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... 248
- (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 248
- (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 ... 248
- 7.1.6 Exchange of Talons 248
- 7.1.7 United States 248
- 7.2 Payments - Registered Debt Instruments 249
- 7.2.1 Payment of principal in respect of Registered Debt Instruments 249
- 7.2.2 Payment of interest in respect of Registered Debt Instruments 249
- 7.2.3 Payment in respect of Registered Debt Instruments held through the CMU Service 249
- 7.2.4 Manner of payments pursuant to Condition 7.2.2 249
- 7.3 Payment due on a non-Payment Business Day 250
- 7.4 Payments - general provisions 250
- (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 ... 250
- (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 250
- (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... 250
- (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... 251
- (ii) a Business Day (as defined in Condition 5.7). 251
- 7.5 Interpretation of Principal and Interest 251
- (a) any Additional Amounts which may be payable with respect to principal under Condition 8; 251
- (b) the Maturity Redemption Amount of the Debt Instruments; 251
- (c) the Early Redemption Amount (Call) of the Debt Instruments; 251
- (d) the Early Redemption Amount (Put) of the Debt Instruments; 251
- (e) the Early Redemption Amount (Deductibility) of the Debt Instruments; 251
- (f) the Early Redemption Amount (Regulatory) of the Debt Instruments; 251
- (g) the Early Redemption Amount (Tax) of the Debt Instruments; 251
- (h) the Early Redemption Amount (Default) of the Debt Instruments; 251
- (i) in relation to Zero Coupon Debt Instruments, the Amortised Face Amount; and 251
- (j) any premium and any other amounts which may be payable by the Issuer under or in respect of the Debt Instruments. 251
- 8 Taxation 251
- (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 establishment is located ot... 252
- (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 ... 252
- (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... 252
- (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... 252
- (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 ... 252
- (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; 252
- (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 252
- (h) in such other circumstances as may be specified in the relevant Pricing Supplement. 253
- 9 Events of Default 253
- (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 253
- (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... 253
- (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... 253
- (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 253
- (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)... 253
- (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, ... 253
- 10 Prescription 254
- 11 Replacement of Debt Instruments, Coupons and Talons 254
- 12 Currency Indemnity 254
- 13 Further Issues 254
- 14 Agents 255
- (a) an I&P Agent; 255
- (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... 255
- (c) for so long as any Registered Debt Instruments are listed, a Transfer Agent; and 255
- (d) a Registrar maintaining the Register in such city as is specified in the relevant Pricing Supplement. 255
- 15 Exchange of Talons 255
- 16 Modification and waiver 255
- 16.1 Meetings of Debt Instrument Holders 255
- 16.2 Modification and Waiver 256
- 16.3 Notification 256
- 17 Substitution 256
- 17.1 Substitution 256
- (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; 256
- (b) the Issuer unconditionally and irrevocably guarantees the obligations to be assumed by the Substituted Issuer; 256
- (c) the Substituted Issuer has obtained all necessary authorisations to assume such obligations; 256
- (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); 256
- (e) there have been delivered to the I&P Agent opinions of lawyers of recognised standing in: 257
- (i) New South Wales and Australia or England (as the case may be); and 257
- (ii) the place of incorporation of the Substituted Issuer, 257
- (iii) the matters referred to in paragraphs (a), (b) and (c) above have been satisfied; 257
- (iv) the Substituted Issuer is validly existing; 257
- (v) the obligations assumed by the Substituted Issuer are valid and binding on it; 257
- (vi) the substitution is not in breach of any law or regulation or the constitution of the Substituted Issuer; and 257
- (vii) the choice of governing law and submission to jurisdiction are valid; and 257
- (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. 257
- 17.2 Notice 257
- 17.3 Effective Date 257
- 17.4 Effect of substitution 257
- (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); 257
- (b) the Issuer shall be released from all of its obligations as principal debtor under the Relevant Debt Instruments; and 257
- (c) any reference in the Conditions of the Relevant Debt Instruments to: 257
- (i) the Issuer shall from then on be deemed to refer to the Substituted Issuer; and 257
- (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. 257
- 17.5 No regard to consequences of substitution 258
- 18 Notices 258
- 18.1 Bearer Debt Instruments 258
- 18.2 Registered Debt Instruments 258
- 18.3 Listed Debt Instruments 258
- 18.4 Global Debt Instruments 258
- (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 ... 258
- (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... 259
- 19 Governing law and jurisdiction 259
- 19.1 Governing law 259
- 19.2 Jurisdiction of the courts of New South Wales 259
- 19.3 Jurisdiction of the courts of England 259
- (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 ... 259
- (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... 259
- (c) MGL irrevocably appoints Macquarie Bank Limited, London Branch whose registered office is currently at Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HD, United Kingdom. If for any reason the Issuer does not have such a branch in England, it w... 260
