Australian Housing Dynamics and Affordability
Non-Viability Trigger
Event
Loss Absorption
Mechanism
Conversion Price
Use of Proceeds
Selling Restrictions
A Non-Viability Trigger Event occurs when APRA has provided a written determination to ANZBGL that the conversion or write-
off of certain securities of ANZBGL is necessary because without either such Conversion or Write-Off or a public sector injection
of capital, ANZBGL would become non-viable
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If a Non-Viability Trigger Event occurs, ANZ will be required to immediately convert some or all of the principal amount of
the Subordinated Notes into ANZ ordinary shares¹
Subordinated Notes only absorb loss after all Additional Tier 1 Securities are written off or converted to ordinary shares (in
full)
A mechanism to sell any shares issued as a result of conversion and deliver cash to investors is included in the programme
if the noteholder (1) notifies the Issuer prior to the Non-Viability Trigger Event that it does not wish to receive shares; (2) is
a foreign holder; or (3) in certain other instances specified in the Information Memorandum
If conversion does not occur within 5 Business Days of a Trigger Event Date, the Notes will be written off (with effect from
the Non-Viability Trigger Event)
Variable with 1% discount to the 5 Business Day VWAP prior to the Non-Viability Trigger Event (subject to a floor set at
20% of the VWAP over the 20 Business Days prior to the Issue Date)
VWAP is calculated as the equivalent in the specific currency (if the Notes are not denominated in AUD)
ANZ intends to use an amount equal to the net proceeds of the issue of the Notes to finance or refinance Eligible Assets
which satisfy ANZ's SDG Bond Framework
A failure by ANZ to: (i) allocate and use the proceeds as described in the Framework; (ii) comply with the framework or
prepare reports; or (iii) the failure of any third-party opinions will not be an Event of Default and holders will have no
recourse to ANZ
No security interest in the Eligible Assets is created
As set out in the section headed "Subscription and Sale" in the Information Memorandum
If Call Option:
1.
Issuer Call Option
In whole (but not in part) at the Issuer's discretion on the Interest Payment Date scheduled to fall on [] at the prevailing
principal amount plus any accrued but unpaid interest
Early redemption of the Subordinated Notes is subject to the prior written approval of APRA
All Notes must convert into ANZ ordinary shares or are written off in the event that APRA has notified ANZ in writing that without a public sector injection of capital, or equivalent support, ANZ would
become non-viable.
ANZ
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