This Offering Circular is provided for the purpose of giving information with regard to the Issuer and its subsidiaries which, according to the particular nature of the Issuer and the Instruments, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the risks associated with an investmen. [...] No review of affairs of Macquarie Bank or the Macquarie Bank Group The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Instruments of any information coming to their attention. [...] Assuming all other factors being equal, as the level of the index or indices referenced by the Certificates increases, the value of the Certificates will increase, and as the level of the index or indices referenced by the Certificates decreases, the value of the Certificates will decrease. [...] Macquarie Bank’s and the Macquarie Bank Group’s recovery of the value of the resulting credit exposure may be adversely affected by a number of factors, including declines in the financial condition of the counterparty, the value of collateral they hold and the market value of counterparty obligations they hold. [...] Macquarie Bank and the Macquarie Bank Group also face the risk of operational failure, termination or capacity constraints of any of the counterparties, clearing agents, exchanges, clearing houses or other financial intermediaries Macquarie Bank and the Macquarie Bank Group use to facilitate their securities or derivatives transactions, and as Macquarie Bank’s and the Macquarie Bank Group’s interc.
- Pages
- 164
- Published in
- Australia
Table of Contents
- 1. Factors that may affect the Issuer’s ability to fulfil its obligations under Instruments issued under the Programme 15
- 2. Risks relating to the Instruments and the market generally 30
- Risks related to the market for the Instruments 32
- Additional risks related to Certificates and the market for Certificates 38
- Additional risks related to Index-linked Instruments 39
- Additional risks related to Commodity Index-linked Instruments 42
- 1. Form, denomination and title 51
- 2. Transfers of Registered Notes 52
- 2.1 Transfers of interests in Global Registered Notes 52
- 2.2 Transfers of Registered Notes in definitive form 52
- 2.3 Registration of transfer upon partial redemption 53
- 2.4 Costs of registration 53
- 2.5 Closed periods 53
- 2.6 Exchanges and transfers of Registered Notes generally 53
- 2.7 Definitions 53
- 3. Status of the Notes 53
- 4. Redenomination 53
- (A) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note or Receipt in the Specified Currency, converted into e... 54
- (B) save to the extent that an Exchange Notice has been given in accordance with paragraph (D) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the cas... 54
- (C) if Definitive Bearer Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the case of Notes in the denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of... 54
- (D) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the “Exchange Notice”) that... 54
- (E) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in... 54
- (F) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: 54
- (1) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and 54
- (2) in the case of Definitive Bearer Notes, by applying the Rate of Interest to the Calculation Amount, 54
- (G) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and 55
- (H) such other changes shall be made to this condition as the Issuer may decide, after consultation with the Paying Agents, and as may be specified in the notice, to conform it to conventions applicable to instruments denominated in euro. 55
- 5. Definitions 55
- (A) if “Actual/Actual (ICMA)” is specified in the applicable Pricing Supplement: 55
- (1) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is eq... 55
- (2) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: 55
- (a) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occ... 55
- (b) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; 55
- (B) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Pricing Supplement, 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 (1) the ac... 55
- (C) if “Actual/365 (Fixed)” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365; 55
- (D) if “Actual/365 (Sterling)” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; 56
- (E) if “Actual/360” is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360; 56
- (F) if “30/360 (ICMA)” is specified in the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment... 56
- (G) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: 56
- (H) if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: 56
- (I) if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: 57
- 6. Interest 59
- 6.1 Interest on Fixed Rate Notes 59
- (A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or 59
- (B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount; 59
- 6.2 Interest on Floating Rate Notes 59
- (A) Interest Payment Dates 59
- (1) the Specified Interest Payment Date(s) in each year specified in the applicable Pricing Supplement; or 59
- (2) if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an “Interest Payment Date”) which falls the number of months or other pe... 60
- (B) Rate of Interest in respect of Floating Rate Notes 60
- (1) ISDA Determination for Floating Rate Notes 60
- (a) the Floating Rate Option is as specified in the applicable Pricing Supplement; 61
- (b) the Designated Maturity is a period specified in the applicable Pricing Supplement; 61
- (c) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the Euro-zone inter-bank offered rate (“EURIBOR”), the first day of that Interest Period or (ii) in any other case, as specified in the applicable Pricing Sup... 61
- (d) the Period End Dates are each Interest Payment Date, the Spread is the Margin and the Floating Rate Day Count Fraction is the Day Count Fraction. 61
- (2) 61
- (a) Screen Rate Determination for Floating Rate Notes not referencing SONIA or SOFR 61
- (i) the offered quotation (where “Offered Quotation” is specified as applicable in the applicable Pricing Supplement); or 62
- (ii) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations (where “Arithmetic Mean” is specified as applicable in the applicable Pricing Supplement), 62
- (b) Screen Rate Determination for Floating Rate Notes referencing SONIA 63
- (i) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined and the Reference Rate is specified in the relevant Issuer Terms as being “Compounded Daily SONIA”, t... 63
- (ii) Where “Screen Rate Determination ” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SONIA Index Deter... 65
- (iii) Where “Screen Rate Determination ” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “Average SONIA”, ... 66
- ,,𝑖=1-,𝑑-𝑜.-,𝑆𝑂𝑁𝐼𝐴-𝑖.×,𝑛-𝑖..-𝑑. 66
- (iv) For the purposes of Conditions 6.2(B)(2)(b)(i) and 6.2(B)(2)(b)(iii) above, if, in respect of any London Banking Day in the relevant Observation Period or the relevant SONIA Interest Accrual Period, as applicable, the Principal Paying Agent det... 66
- (v) In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions, the Rate of Interest shall be: 67
- (1) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant SONIA Interest Accrual Period from that ... 67
- (2) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Floating Rate Notes for the first scheduled Interest Period had the Floating Rate Notes been in issue for a ... 67
- (vi) If the relevant Series of Floating Rate Notes becomes due and payable in accordance with Condition 11, the final Rate of Interest shall be calculated for the SONIA Interest Accrual Period to (but excluding) the date on which the Floating Rate N... 67
- (c) Screen Rate Determination for Floating Rate Notes referencing SOFR 67
- (i) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SOFR Arithmetic Mea... 67
- “SOFR Arithmetic Mean” means, with respect to a SOFR Interest Accrual Period, the arithmetic mean of the SOFR rates for each day during such SOFR Interest Accrual Period as calculated by the Principal Paying Agent on the relevant Interest Determinatio... 67
- (ii) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SOFR Delay Compoun... 68
- “SOFR-DELAY-COMPOUND” means, with respect to a SOFR Interest Accrual Period, the rate of return of a daily compounded interest investment calculated by the Principal Paying Agent on each SOFR Interest Payment Determination Date (rounded if necessary t... 68
- ,,,𝑖=1-,𝑑-0.-,1+ ,,𝑆𝑂𝐹𝑅-𝑖 .,𝑥 𝑛-𝑖. -360...−-1.. 𝑥 ,360-𝑑. 68
- where: 68
- “d” means the number of calendar days in the relevant SOFR Interest Accrual Period; 68
- “d0”, for any SOFR Interest Accrual Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Interest Accrual Period; 68
- “i” means a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant SOFR Interest Acc... 68
- “SOFR Interest Accrual Period End Dates” means the dates specified in the relevant Pricing Supplement, ending on the Maturity Date or, if the Notes are elected to be redeemed on any earlier redemption date, the redemption date; 68
- “SOFR Interest Payment Determination Date” means the SOFR Interest Accrual Period End Date at the end of each SOFR Interest Accrual Period; provided that the SOFR Interest Payment Determination Date with respect to the final SOFR Interest Accrual Peri... 68
- “ni”, for any U.S. Government Securities Business Day “i” in the relevant SOFR Interest Accrual Period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Governme... 68
- “SOFRi” means, for any U.S. Government Securities Business Day “i” in the relevant SOFR Interest Accrual Period, SOFR in respect of that day “i”; provided that, for purposes of calculating compounded SOFR with respect to the final SOFR Interest Accrua... 68
- (iii) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SOFR Index Compou... 69
- “SOFR-INDEX-COMPOUND” means, with respect to a SOFR Interest Accrual Period, the rate calculated by the Principal Paying Agent on each SOFR Index Determination Date (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upward),... 69
- ,,,SOFR Index-End.-,SOFR Index-Start..−1.×,,360-,d-c... 69
- where: 69
- “dc” means the number of calendar days from and including the SOFR IndexStart date to but excluding the SOFR IndexEnd date; 69
- “p” means in relation to any SOFR Interest Accrual Period, the number of U.S. Government Securities Business Days specified in the relevant Pricing Supplement which shall not be less than three U.S. Government Securities Business days at any time and ... 69
- “SOFR IndexEnd” means the SOFR Index value on the day which is “p” U.S. Government Securities Business days preceding (A) (in the case of an Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other SOFR Inte... 69
- “SOFR IndexStart” means the SOFR Index value on the day which is “p” U.S. Government Securities Business days preceding the first date of the relevant SOFR Interest Accrual Period. 69
- (iv) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SOFR Lockout Compo... 69
- “SOFR-LOCKOUT-COMPOUND” means, with respect to a SOFR Interest Accrual Period, the rate of return of a daily compounded interest investment calculated by the Principal Paying Agent on each SOFR Rate Cut-Off Date (rounded if necessary to the fifth deci... 69
- where: 69
- “d” means the number of calendar days in the relevant SOFR Interest Accrual Period; 69
- “d0”, for any SOFR Interest Accrual Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Interest Accrual Period; 70
- “i” means a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant SOFR Interest Acc... 70
- “ni” for any U.S. Government Securities Business Day “i” in the relevant interest period means the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securitie... 70
- “SOFRi” means, for any U.S. Government Securities Business Day “i” that is a SOFR Interest Reset Date, SOFR in respect of such SOFR Interest Reset Date; provided, however, that the SOFR with respect to each SOFR Interest Reset Date in the period from ... 70
- “SOFR Interest Reset Date” means each U.S. Government Securities Business Day in the relevant SOFR Interest Accrual Period. 70
- (v) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SOFR Lookback Compo... 70
- “SOFR-LOOKBACK-COMPOUND” means, with respect to a SOFR Interest Accrual Period, the rate of return of a daily compounded interest investment calculated by the Principal Paying Agent on each SOFR Interest Determination Date (rounded if necessary to the... 70
- where: 70
- “d” means the number of calendar days in the relevant SOFR Interest Accrual Period; 70
- “d0”, for any interest period, means the number of U.S. Government Securities Business Days in the relevant SOFR Interest Accrual Period; 70
- “i” means a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant SOFR Interest Acc... 70
- “SOFR Interest Determination Date” means, the date “p” U.S. Government Securities Business Days before (A) (in the case of each Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other SOFR Interest Accrual ... 70
- “ni” for any U.S. Government Securities Business Day “i” in the relevant SOFR Interest Accrual Period means the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Governm... 70
- “p” means the number of U.S. Government Securities Business Days specified in the relevant Pricing Supplement which shall not be less than three U.S. Government Securities Business days at any time and shall, unless otherwise agreed with the Principal... 71
- “SOFRi-pUSGSBD” means, for any U.S. Government Securities Business Day “i” in the relevant SOFR Interest Accrual Period, the SOFR in respect of the U.S. Government Securities Business Day falling “p” U.S. Government Securities Business Days prior to t... 71
- (vi) Where “Screen Rate Determination” is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined, and the Reference Rate is specified in the relevant Pricing Supplement as being “SOFR Shift Compoun... 71
- where: 71
- “d” means the number of calendar days in the relevant Observation Period; 71
- “d0”, for any Observation Period, means the number of U.S. Government Securities Business Days in the relevant Observation Period; 71
- “i” means a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period; 71
- “SOFR Interest Determination Date” means, the date “p” U.S. Government Securities Business Days before (A) (in the case of each Interest Period) the Interest Payment Date for such Interest Period or (B) (in the case of any other SOFR Interest Accrual ... 71
- “ni” for any U.S. Government Securities Business Day “i” in the relevant Observation Period means the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securi... 71
- “SOFRi” means, for any U.S. Government Securities Business Day “i” in the relevant Observation Period, SOFR in respect of that day “i”; 71
- “Observation Period” means, the period from, and including, the date “p” U.S. Government Securities Business Days preceding the first date in each SOFR Interest Accrual Period to, but excluding, the date “p” U.S. Government Securities Business Days pr... 72
- “p” means the number of U.S. Government Securities Business Days specified in the relevant Pricing Supplement which shall not be less than three U.S. Government Securities Business days at any time and shall, unless otherwise agreed with the Principal... 72
- (vii) Notwithstanding any other provisions in these Conditions, if: (i) the Benchmark is SOFR or SOFR Index; and (ii) any Rate of Interest (or any component part thereof) remains to be determined by reference to the Benchmark, then the following provi... 72
- (1) If the Issuer or designee (which may be an affiliate of the Issuer), 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... 72
- (2) In connection with the implementation of a Benchmark Replacement, the Issuer or its designee, after consulting with the Issuer, will have the right to make Benchmark Replacement Conforming Changes from time to time. 72
- (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 Issuer or its designee, after consulting with the Issuer, including any determination with re... 72
- (C) Minimum Rate of Interest and/or Maximum Rate of Interest 76
- (D) Fallback Rate of Interest 76
- (1) 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 Rate of Interest calculated in accordance with Conditions 6.2(B)(... 76
- (a) if there is a Successor Rate, then the Issuer shall, to the extent practicable, prior to the date which is ten Business Days prior to the relevant Interest Determination Date, notify the Principal Paying Agent, then the Principal Paying Agent shal... 76
- (b) if there is no Successor Rate, but the Issuer determines an Alternative Rate has been determined, then the Issuer shall, to the extent practicable, prior to the date which is ten Business Days prior to the relevant Interest Determination Date, not... 76
- (c) the Principal Paying Agent shall: 76
- (i) 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 ... 76
- (ii) 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... 76
- (d) the Independent Adviser or the Issuer (as the case may be) may determine (acting in good faith and in a commercially reasonable manner and having regard to the operational requirements of the Principal Paying Agent) in its sole discretion, after c... 77
- (2) Unless otherwise specified in the applicable Pricing Supplement, if: 77
- (a) the Principal Paying Agent is unable to determine a rate (or, as the case may be, the arithmetic mean of rates); or 77
- (b) the Principal Paying Agent is unable to use a Successor Rate; or 77
- (c) the Independent Adviser or the Issuer is unable to (or in the case of the Issuer, elects not to) determine the Alternative Rate, 77
- (3) The Issuer may make the necessary modifications to these Conditions and/or the Agency Agreement to give effect to this Condition 6.2(D) without any requirement for the consent or approval of the Noteholders or Couponholders (if any). 77
- (4) Notwithstanding any other provision of this Condition 6.2(D), the Principal Paying Agent is not obliged to concur with the Issuer or the Independent Advisor in respect of any changes or amendments as contemplated under this Condition 6.2(D) to w... 77
- (5) Notwithstanding any other provision of this Condition 6.2, if in the Principal Paying Agent’s opinion, there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 6.2... 77
- (6) For the purposes of this Condition 6.2(D): 78
- (E) Determination of Rate of Interest and Calculation of Interest Amounts 79
- (1) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or 79
- (2) in the case of Floating Rate Notes in definitive form, the Calculation Amount, 79
- (F) Notification of Rate of Interest and Interest Amounts 79
- (G) Certificates to be final 80
- 6.3 Accrual of interest 80
- (A) the date on which all amounts due in respect of such Note have been paid and/or all assets deliverable in respect of such Note have been delivered; and 80
- (B) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Principal Paying Agent and/or all assets in respect of such Note have been received by any agent appointed by the Issuer to de... 80
- 7. Payments 80
- 7.1 Method of payment 80
- (A) payments in a Specified Currency other than euro or U.S. dollars will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Curren... 80
- (B) payments 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 cheque; and 81
- (C) payments in U.S. dollars will be made by transfer to a U.S. dollar account maintained by the payee with a bank outside of the United States (which expression, as used in this Condition 7, means the United States of America, including the States a... 81
- 7.2 Payments subject to any fiscal or other laws and regulations 81
- 7.4 Payments in respect of Bearer Global Notes 82
- 7.5 Payments in respect of Registered Notes 82
- 7.6 General provisions applicable to payments 83
- (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... 83
- (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... 83
- (C) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer. 83
- 7.7 Payment Day 83
- (A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: 83
- (1) (in the case of Notes held in definitive form only) the relevant place of presentation; and 83
- (2) each Financial Centre specified in the applicable Pricing Supplement; and 83
- (B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu... 83
- 7.8 Interpretation of principal and interest 84
- (A) any additional amounts which may be payable with respect to principal under Condition 9; 84
- (B) the Final Redemption Amount of the Notes; 84
- (C) the Early Redemption Amount of the Notes; 84
- (D) the Optional Redemption Amount(s) (if any) of the Notes; 84
- (E) in relation to Notes redeemable in instalments, the Instalment Amounts; 84
- (F) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 8.7(C)); and 84
- (G) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes. 84
- 7.9 Definition of Affiliate 84
- 8. Redemption and purchase 84
- 8.1 Redemption at Maturity 84
- 8.2 Redemption of Index-linked Notes 84
- 8.3 Stop Loss Redemption 85
- A “Stop Loss Redemption Event” will occur in respect of an Index Business Day if the Settlement Price in respect of such Index Business Day (determined as if such Index Business Day was a Pricing Date) is below the Stop Loss Index Level. 85
- Minimum Stop Loss Index Level = Initial Price ×,100% - Maximum Percentage Loss. 85
- Stop Loss Index Level = Initial Price ×,100% - Stop Loss Percentage Level. 85
- 8.4 Redemption for Tax Reasons 85
- (A) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 9.1 as a result of any change in, or amendment to, the laws or regulations of a Tax J... 85
- (B) such obligation cannot be avoided by the Issuer taking reasonable measures available to it. 86
- 8.5 Redemption at the option of the Issuer (Issuer Call) 86
- (A) not less than the Issuer Call Option Period nor more than 60 days’ notice to the Noteholders in accordance with Condition 15; and 86
- (B) not less than 15 days before the giving of the notice referred to in (A), notice to the Principal Paying Agent, 86
- 8.6 Redemption at the option of the Noteholders (Investor Put) 86
- 8.7 Early Redemption Amounts 87
- (A) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; 87
- (B) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the ... 87
- (C) in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in accordance with the following formula: 87
- (D) If “Market Value less Associated Costs” is specified as the Early Redemption Amount in the applicable Pricing Supplement the Early Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount shall be an amount, det... 88
- 8.8 Instalments 88
- 8.9 Illegality 88
- 8.10 Force Majeure and Impossibility 88
- 8.11 Purchases 88
- 8.12 Cancellation 89
- 8.13 Late payment on Zero Coupon Notes 89
- 9. Taxation 89
- 9.1 If tax gross up is stated as being applicable in the applicable Pricing Supplement, all payments of principal and interest in respect of the Notes, Receipts and Coupons by or on behalf of the Issuer will be made without withholding or deduction fo... 89
- (A) presented for payment in the Tax Jurisdiction; or 89
- (B) to, or to a third party on behalf of, a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with the Tax Jurisdiction other than the mere holding of such Note, Receipt or... 89
- (C) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that... 89
- (D) to, or to a third party on behalf of, a 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 procuring that a... 89
- (E) in such other circumstances as may be specified in the applicable Pricing Supplement. 89
- 9.2 If tax gross up is stated as being not applicable in the applicable Pricing Supplement, all amounts payable in respect of the Notes, Receipts and Coupons shall be made subject to any withholding or deduction for or on account of any present or fut... 90
- 10. Prescription 90
- 11. Events of Default 90
- (A) Non-payment the Issuer fails to pay any principal or any interest in respect of the Notes, in each case within 30 days of the relevant due date; or 90
- (B) Other obligations the Issuer defaults in performance or observance of or compliance with any of its other obligations set out in the Notes which default is incapable of remedy or, if capable of remedy, is not remedied within 60 Business Days after... 90
- (C) winding-up an order is made for the winding-up of the Issuer or a resolution is passed for the winding-up of the Issuer other than for the purposes of a solvent reconstruction or amalgamation and such order shall have remained in force undischarge... 90
- 12. Replacement of Notes, Receipts, Coupons and Talons 91
- 13. Paying Agents and Calculation Agent 91
- 13.1 Paying Agents 91
- (A) there will at all times be a Principal Paying Agent and, if the Notes are Registered Notes, a Registrar; and 91
- (B) so long as the Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a spe... 91
- 13.2 Calculation Agent 91
- 14. Exchange of Talons 91
- 15. Notices 92
- 16. Modification and waiver 92
- 16.1 Meetings of noteholders 92
- 16.2 Modification 93
- (A) is not prejudicial to the interests of the Noteholders, Receiptholders or Couponholders; or 93
- (B) is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of the law, rules or regulations; or 93
- (C) is made to cure any ambiguity, or is made to correct or supplement any defective provision of such Notes; or 93
- (D) is made to correct an error or omission such that, in the absence of such correction, the terms of the Notes would not otherwise represent the intended terms of such Notes on which such Notes were sold. 93
- 16.3 Notification 93
- 17. Further issues 93
- 18. Consolidation or merger 93
- 19. Contracts (Rights of Third Parties) Act 1999 94
- (A) the Issuer unconditionally and irrevocably guaranteeing in favour of each Noteholders the performance of all obligations by the Substitute under the Notes; 94
- (B) all actions, conditions and things required to be taken, fulfilled and done to ensure that the Notes represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done and are in full force and effect; 94
- (C) the Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it; 94
- (D) each stock exchange on which the Notes are listed shall have confirmed that, following the proposed substitution of the Substitute, the Notes will continue to be listed on such stock exchange; 94
- (E) if appropriate, the Substitute shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Notes; and 94
- (F) the Issuer shall have given at least 30 days’ prior notice of the date of such substitution to the Noteholders in accordance with Condition 15. 94
- 21. Governing law and submission to jurisdiction 94
- 21.1 Governing law 94
- 21.2 Submission to jurisdiction 94
- 1. Type, title and transfer 109
- 1.1 Type 109
- 1.2 Title to Certificates 109
- (A) with respect to the payment of any amount due under the terms and conditions of the Certificates, the person in whose name the Global Registered Certificate is registered; and 109
- (B) each person who is for the time being shown in the records of Clearstream, Luxembourg and/or of Euroclear as the holder of a particular amount of Certificates (in which regard any certificate or other document issued by Clearstream, Luxembourg and... 109
- 1.3 Minimum Purchase Amount of Certificates 109
- 1.4 Transfers of Certificates 109
- (A) Transfers of interests in a Global Registered Certificate 109
- (B) Transfer procedure 110
- (C) Minimum Trading Amount 110
- 2. Status of the Certificates 110
- 3. Definitions 110
- 4. Exercise and settlement 111
- 4.1 Exercise of Certificates 111
- 4.2 Settlement of Certificates 111
- 4.3 Issuer Call Option 112
- 4.4 Holder Put Option 112
- 4.5 General 113
- 5. Settlement 113
- 6. Early Cancellation of the Certificates 113
- 6.1 Insolvency 113
- 6.2 Illegality 113
- 6.3 Force Majeure and Impossibility 113
- 6.4 Early Cancellation Amount 114
- 7. Purchases 114
- 8. Agents, determinations and modifications 114
- 8.1 Agents 114
- 8.2 Calculation Agent 114
- 8.3 Determinations by the Issuer 115
- 8.4 Modification 115
- 9. Notices 115
- 10. Expenses and taxation 116
- 11. Further issues 116
- 12. Substitution of the Issuer 116
- (A) the Issuer unconditionally and irrevocably guaranteeing in favour of each Certificateholder the performance of all obligations by the Substitute under the Certificates; 116
- (B) all actions, conditions and things required to be taken, fulfilled and done to ensure that the Certificates represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done and are in full force and effect; 116
- (C) the Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it; 116
- (D) each stock exchange on which the Certificates are listed shall have confirmed that, following the proposed substitution of the Substitute, the Certificates will continue to be listed on such stock exchange; 116
- (E) if appropriate, the Substitute shall have appointed a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Certificates; and 116
- (F) the Issuer shall have given at least 30 days’ prior notice of the date of such substitution to the Certificateholders in accordance with Condition 9. 116
- 13. Governing law and jurisdiction 116
- 13.1 Governing law 116
- 14. Adjustments for European monetary union 117
- (A) elect that, with effect from the Adjustment Date specified in the notice, certain terms of the Certificates shall be redenominated in euro. 117
- (1) where the Specified Currency of the Certificates is the National Currency Unit of a country which is participating in the third stage of European Economic and Monetary Union, such Specified Currency shall be deemed to be an amount of euro converte... 117
- (2) where the Exchange Rate and/or any other terms of these Terms and Conditions are expressed in or, in the case of the Exchange Rate, contemplate the exchange from or into, the currency (“Original Currency”) of a country which is participating in th... 117
- (3) such other changes shall be made to these Terms and Conditions as the Issuer may decide, after consultation with the Calculation Agent to conform them to conventions then applicable to instruments expressed in euro; and/or 117
- (B) require that the Calculation Agent make such adjustments to the Multiplier and/or the Index Level and/or any other terms of these Terms and Conditions and/or the Pricing Supplement as the Calculation Agent, in its sole discretion, may determine to... 117
- 15. Contracts (Rights of Third Parties) Act 1999 118
- FORM OF PRICING SUPPLEMENT IN RESPECT OF THE CERTIFICATES 119
- ANNEX TO THE TERMS AND CONDITIONS: ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY INDEX-LINKED INSTRUMENTS 127
- 1. Definitions applicable to Commodity Index-linked Instruments 127
- 2. Terms relating to Calculation of Prices 130
- 2.1 Common Pricing 130
- 2.2 For the avoidance of doubt, in case of both (A) and (B) above if the Calculation Agent determines that a Market Disruption Event has occurred or exists on the Pricing Date in respect of any Commodity Index in a Basket of Commodity Indices (each an... 130
- 3. Market Disruption and Disruption Fallback 130
- (A) with respect to each Underlying Contract included in the Commodity Index which is not affected by the Market Disruption Event, the closing prices of each such Underlying Contract on the Scheduled Pricing Date; and 130
- (B) with respect to each Underlying Contract included in the Commodity Index which is affected by the Market Disruption Event, the closing price of each such Underlying Contract on the first day following the Scheduled Pricing Date on which no Market ... 130
- 4. Additional Disruption Events and Disruption Fallback 130
- If, in the determination of the Calculation Agent, an Additional Disruption Event occurs: 130
- (A) the Calculation Agent shall determine whether an appropriate adjustment can be made to the Conditions and/or any other provisions relating to the Instruments to account for the economic effect of such Additional Disruption Event on the Instruments... 130
- (B) If the Calculation Agent determines that no such adjustment that could be made would produce a commercially reasonable result and preserve substantially the economic effect to the Instrumentholders of a holding of the relevant Instrument, the Calc... 131
- 5. Adjustments to a Commodity Index 131
- 5.1 Successor Index Administrator Calculates and Reports a Commodity Index 131
- 5.2 Modification of Commodity Index 131
- 5.3 Cessation of Calculation of Commodity Index 131
- 5.4 Corrections to a Commodity Index 131
- 6. Index Disclaimer 132
- 1. It understands that the Instruments have not been and will not be registered under the Securities Act or any other applicable securities law and, accordingly, none of the Instruments may be offered, sold, transferred, pledged, encumbered or otherwi... 151
- 2. It is a purchaser acquiring Instruments in an offshore transaction occurring outside the United States within the meaning of Regulation S and that it is not a U.S. Person. 151
- 3. It will offer, sell or otherwise transfer Instruments it has purchased on its own behalf and on behalf of any account for which it is purchasing the Instruments, (a) in a transaction not subject to registration under the Securities Act in reliance ... 151
- 4. It is not a fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or a plan subject to Section 4975 of the U.S. Internal Revenue Code of 1986,... 151
- 5. If it is acquiring any Instruments as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representa... 151
- 6. It will comply with all applicable laws and regulations in each country or jurisdiction in which it purchases, offers, sells or delivers Instruments or has in its possession or distribute the Offering Circular, any applicable Pricing Supplement and... 151
- 7. Macquarie Bank, the Dealers and others will rely upon the truth and accuracy of the foregoing and the following acknowledgments, representations and agreements and each purchaser agrees that, if any of the acknowledgments, representations or warran... 151
