Obligation Westpac Banking Corp 5% ( US96122UAA25 ) en USD

Westpac Banking Corp

93.84 % ▲

Nouvelle-zelande

US96122UAA25 ( en USD )

5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Westpac Banking Corp US96122UAA25 en USD 5%, échéance Perpétuelle

2 000 USD

1 250 000 000 USD

96122UAA2

BBB- ( Qualité moyenne inférieure )

N/A

21/09/2024 ( Dans 154 jours )

L'Obligation émise par Westpac Banking Corp ( Nouvelle-zelande ) , en USD, avec le code ISIN US96122UAA25, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Westpac Banking Corp ( Nouvelle-zelande ) , en USD, avec le code ISIN US96122UAA25, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

ASX
ANNOUNCEMENT

13 September 2017

Westpac prices USD1.25 billion of SEC registered Additional Tier 1 capital securities
Westpac Banking Corporation (Westpac) today announced it has priced USD1.25 billion of U.S.
Securities and Exchange Commission (SEC) registered, fixed rate, resetting, perpetual,
subordinated, contingent convertible securities. The proposed issue date is 21 September 2017.

The securities will have an initial fixed interest rate of 5.00% per year (equivalent to 10-Year
Mid-Swap Rate plus 2.888%) until the first reset date in September 2027.
The securities will be issued by Westpac's New Zealand Branch and will qualify as Additional
Tier 1 capital under the Australian Prudential Regulation Authority's Basel III capital adequacy
framework. Westpac intends to use the net proceeds of the issuance for general corporate
purposes.
The terms of the securities are described in the attachments to this announcement.
No ordinary shareholder approval is required for the issuance of the securities. The issuance
will not be to a specific class of existing Westpac securityholders.
ENDS
Further enquiries

Westpac Investor Relations (Sydney)

Andrew Bowden

T. +61 2 8253 4008

M. +61 438 284 863

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement does not constitute an offer to sell or the solicitation of an offer to buy, any
securities in the United States or in any other jurisdiction.
For personal use only

The following is an extract of principal terms of the securities from the Free Writing Prospectus
dated 12 September 2017.

For personal use only

US$1,250,000,000 5.000% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities ("Securities")

Subject, upon the occurrence of a Capital Trigger Event or a Non-Viability Trigger Event,
to Conversion or possible Write-off,
as more fully described in the Prospectus dated September 7, 2017

Issuer
Westpac Banking Corporation, acting through its New Zealand Branch
Principal Amount
US$1,250,000,000
Legal Format
SEC Registered Global Securities
Trade Date
September 12, 2017
Issue Date
September 21, 2017 (T+7)
Term
Perpetual
Reset Date
The Interest Payment Date on September 21, 2027 (the "First Reset Date") and
every 5th anniversary thereafter (each, a "Reset Date").
Initial Interest Rate
5.000% per year from and including Issue Date to, but excluding, the First Reset
Date.
Reset Interest Rate
If all of the Securities have not been redeemed, purchased and cancelled, Written-
off or Converted by Westpac by the relevant Reset Date, the interest, if any,
scheduled to be paid semi-annually in arrears for the period from, and including, that
Reset Date to, but excluding, the next succeeding Reset Date shall be reset to a
fixed rate per annum equal to:
·
the prevailing Mid-Market Swap Rate; plus
·
the Spread,
(rounded to three decimal places, with 0.0005 rounded upwards).
"Mid-Market Swap Rate" has the meaning given in the Preliminary Prospectus
Supplement dated September 7, 2017 (the "Preliminary Prospectus
Supplement")
"Spread" means 2.888% per year, being the difference between the Re-offer Yield
on the Trade Date and the Benchmark 10-Year Mid-Swap Rate at the time of pricing
on the Trade Date.
Re-offer Price
100.000%
Re-offer Yield
5.000%
For personal use onlyBenchmark 10-Year Mid- 2.112%
Swap Rate
Interest Payment Dates
Subject to the Payment Conditions, interest, if any, will be scheduled to be paid
semi-annually in arrears on March 21 and September 21 of each year, subject in
each case to the Business Day Convention (see below), commencing on March
21, 2018 until but not including the date on which a redemption of the Securities

occurs.
Day Count Convention
30/360, unadjusted
Business Day
Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in New York, New York, or London, United Kingdom,
Auckland or Wellington, New Zealand or Sydney, Australia are authorized or
obligated by law or executive order to close.
Business Day
Any payment of principal or interest with respect to the Securities scheduled to be
Convention
made on an Interest Payment Date that is not a Business Day will be made on the
next succeeding Business Day, and no interest will accrue on that payment for the
period from and after the Interest Payment Date to the date of payment on the
next succeeding Business Day.
Denominations
Minimum of US$2,000 and integral multiples of US$1,000 in excess thereof
Ranking and Status
Fully paid, direct, unsecured and subordinated obligations of Westpac qualifying
as Additional Tier 1 Capital of Westpac.
In the event of a Winding-Up of Westpac in Australia, to the extent the Securities
have not previously been Converted or Written-off, the Securities would:
(i) be subordinate to, and rank junior in right of payment to, the obligations of
Westpac to Senior Creditors and all such obligations to Senior Creditors
shall be entitled to be paid in full before any payment shall be paid on
account of any sums payable in respect of the Securities;
(ii) rank equally with obligations of Westpac to the holders of other Securities
that have not been Converted or Written-off (or that have been partially
Converted or Written-off), and the obligations of Westpac to holders of
Equal Ranking Instruments; and
(iii) rank prior to, and senior in right of payment to, the obligations of Westpac
to holders of Ordinary Shares.
For a description of debts preferred by law, see "Description of the Securities--
Ranking" in the Prospectus dated September 7, 2017 (the "Prospectus").
However, it is unlikely a Winding-Up of Westpac will occur without a Trigger Event
having occurred first and the Securities being Converted or Written-off. In that
event:
·
if the Securities have Converted into Ordinary Shares, holders will rank
equally with existing holders of Ordinary Shares; and
For personal use only
·
if the Securities are Written-off, all rights in relation to the Securities will be
terminated, and holders will not be paid the Outstanding Principal Amount
or receive interest, or have the right to have the Securities Converted into
Ordinary Shares. In such an event, a holder's investment in the Securities
will lose all of its value and such holder will not receive any compensation.
Optional Redemption
Redemption is subject to APRA's prior written approval, which may or may not be

given.
Subject to certain conditions set out in the Prospectus and the Preliminary
Prospectus Supplement, Westpac will have the right to redeem the Securities, in
whole but not in part, on the First Reset Date or any Reset Date thereafter at a
redemption price equal to the Outstanding Principal Amount of the Securities to be
redeemed, plus any unpaid interest on the Outstanding Principal Amount of the
Securities for the period from and including the most recent Interest Payment Date
to but excluding the date of redemption, except to the extent that Westpac has
determined in its absolute discretion not to pay such interest or Westpac is obliged
not to pay such interest because another Payment Condition is not satisfied.
Redemption for Tax or
Redemption is subject to APRA's prior written approval, which may or may not be
Regulatory Reasons
given.
Subject to the conditions set out in the Prospectus, if an Adverse Tax Event or
Regulatory Event occurs, Westpac will have the right to redeem the Securities in
whole, but not in part, at a redemption price equal to the Outstanding Principal
Amount of the Securities to be redeemed, plus any unpaid interest on the
Outstanding Principal Amount of the Securities for the period from and including
the most recent Interest Payment Date to but excluding the date of redemption,
except to the extent that Westpac has determined in its absolute discretion not to
pay such interest or Westpac is obliged not to pay such interest because another
Payment Condition is not satisfied.
Interest Payment
The payment of any interest on the Securities is subject to
Conditions
(i)
Westpac's absolute discretion;
(ii)
the interest payment not resulting in a breach of Westpac's capital
requirements (on a Level 1 basis) or of the Group's capital requirements
(on a Level 2 basis) under the then current Prudential Standards at the
time of the interest payment;
(iii)
the interest payment not resulting in Westpac becoming, or being likely to
become, insolvent for the purposes of the Australian Corporations Act;
and
(iv)
APRA not otherwise objecting to the interest payment.
Interest Payments Non-
Payments of interest on the Securities will be non-cumulative. If all or any part of
cumulative
any interest payment is not paid because of the Payment Conditions or because
of any applicable law: (i) Westpac will have no liability to pay the unpaid amount of
interest; (ii) neither holders of Securities nor any other person will have a claim
(including, without limitation, in a Winding-Up) or entitlement in respect of such
non-payment; (iii) such non-payment will not constitute a breach of any conditions
in the indenture or the Securities, as described in the Prospectus and Preliminary
For personal use only
Prospectus Supplement; (iv) such non-payment will not give any holder of
Securities or any other person a right to apply for a Winding-Up, to place Westpac
in administration or to seek the appointment of a receiver, receiver and manager,
liquidator or provisional liquidator to Westpac or exercise any remedies in respect
of the Securities; and (v) such non-payment will not constitute an event of default
under the indenture governing the securities (the indenture does not contain any
events of default).

Neither holders of Securities nor any other person shall have any rights to receive
any additional interest or compensation as a result of such non-payment and any
rights of holders of Securities to receive interest on the Outstanding Principal
Amount of such Securities shall terminate mandatorily and automatically upon
Conversion or Write-Off.
Dividend and Capital
For so long as any Securities remain outstanding, if for any reason a payment of
Restrictions
interest on the Outstanding Principal Amount of a Security is not paid in full on an
Interest Payment Date, Westpac must not, subject to certain restrictions:
(i) determine or pay any Dividends; or
(ii) undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid interest payment is paid in full within 20 Business
Days of the relevant Interest Payment Date or
(iii) the Securities have been Converted, Written-off or redeemed;
(iv) on a subsequent Interest Payment Date, an interest payment for the
subsequent interest period is paid in full; or
(v) a Special Resolution of the holders of the relevant Securities has been
passed approving such action,
and, in respect of the actions contemplated by items (iii), (iv) and (v) above, APRA
does not otherwise object.
Trigger Events
A Trigger Event means a Capital Trigger Event or a Non-Viability Trigger Event.
A Capital Trigger Event means that Westpac determines, or APRA notifies
Westpac in writing that it believes, that a Common Equity Capital Ratio is equal to
or less than 5.125%.
A Non-Viability Trigger Event means that APRA notifies Westpac in writing that it
believes:
(a) Conversion or Write-Off of all or some Securities, or conversion, write-off
or write-down of all or some Relevant Securities is necessary because,
without it, Westpac would become non-viable; or
(b) a public sector injection of capital, or equivalent support, is necessary
because, without it, Westpac would become non-viable.
Conversion or Write-off
Upon the occurrence of a Trigger Event, Westpac must Convert (or Write-off, if
Following a Trigger Event Conversion does not occur within five ASX Business Days after the Trigger Event
Date) all or some Securities (or a percentage of the Outstanding Principal Amount
of each Security), as the case may be. On the Conversion Date, Westpac will allot
For personal use only
and issue to each holder of Securities the Conversion Number of Ordinary Shares
for each Security (subject always to the Conversion Number being no greater than
the Maximum Conversion Number).

Outstanding Principal Amount of

the Security (translated into

Australian Dollars in accordance
Conversion Number

=
with paragraph (b) of the definition
for each security
of Outstanding Principal Amount

where the calculation date shall be

the Conversion Date)

0.99 x VWAP

where:
"Outstanding Principal Amount" has the meaning given to it in Section 4 under
"Description of the Securities--Additional Provisions Applicable to the Securities"
in the Prospectus, as adjusted in accordance with Section 3.13 under "Description
of the Securities--Additional Provisions Applicable to the Securities" in the
Prospectus.
"VWAP" means the VWAP during the VWAP Period, as adjusted in accordance
with Section 3 under "Description of the Securities--Additional Provisions
Applicable to the Securities" in the Prospectus.
"Maximum Conversion Number" means a number calculated according to the
following formula:

Outstanding Principal Amount of

the Security (translated into

Australian Dollars in accordance
with paragraph (b) of the definition

Maximum
=
of Outstanding Principal Amount
Conversion Number

where the calculation date shall be
the ASX Business Day prior to the

Issue Date of the securities)

0.20 x Issue Date VWAP

where:
"Outstanding Principal Amount" has the meaning given to it in Section 4 under
"Description of the Securities--Additional Provisions Applicable to the Securities"
in the Prospectus, as adjusted in accordance with Section 3.13 under "Description
of the Securities--Additional Provisions Applicable to the Securities" in the
Prospectus.
"Issue Date VWAP" means the VWAP during the period of 20 ASX Business
Days on which trading in Ordinary Shares took place immediately preceding but
not including the Issue Date, as adjusted in accordance with Section 3 under
"Description of the Securities--Additional Provisions Applicable to the Securities"
in the Prospectus.
For personal use only

If any Securities are Converted following a Trigger Event, it is likely that the
Maximum Conversion Number will apply and limit the number of Ordinary Shares
to be issued. In this case, the value of the Ordinary Shares received may (in the
case of a Capital Trigger Event) and is likely to (in the case of a Non-Viability
Trigger Event) be significantly less than the Outstanding Principal Amount of those
Securities. The Australian dollar may depreciate in value against the US dollar by

the time of Conversion. In that case, the Maximum Conversion Number is more
likely to apply. Depending on a holder's circumstances, a holder may receive
Ordinary Shares or the proceeds from the sale thereof. See Sections 2.4 and 3.10
under "Description of the Securities--Additional Provisions Applicable to the
Securities" in the Prospectus.

If Conversion of the Securities (or a percentage of the Outstanding Principal
Amount of the Securities) does not occur for any reason within five ASX Business
Days after the Trigger Event Date, the Securities (or a percentage of the
Outstanding Principal Amount of the Securities to be Converted) will be Written-off
and the holders' rights in relation to the Securities (including with respect to
payments of interest and Outstanding Principal Amount and, upon Conversion, the
receipt of Ordinary Shares issued in respect of such Securities) will be
immediately and irrevocably written-off and terminated with effect on and from the
Trigger Event Date.
Governing Law
The State of New York, without regard to conflict of law principles, except with
respect to the Trigger Event, Conversion, Write-Off and subordination provisions,
which will be governed by, and construed in accordance with, the laws of the State
of New South Wales, Commonwealth of Australia.
CUSIP:
96122UAA2
ISIN:
US96122UAA25
Defined Terms
Capitalized terms not defined in this term sheet have the meaning given in the
Prospectus.

For personal use only

The following is the "Description of the Securities" extracted from pages 7 to 45 of the Form F-3
(Registration No. 333-220373) of Westpac filed with the SEC on 7 September 2017.

For personal use only

Table of Contents
DESCRIPTION OF THE SECURITIES
The following discussion describes the general terms and conditions applicable to the Securities that we (acting through
our head office or any of our branches) may offer. In addition to these general provisions, in connection with an investment
in a particular series of the Securities, investors should review the description of the provisions and any risk factors
applicable to that series of the Securities, including those described herein and in any applicable prospectus supplement or
term sheet.
The Securities will be issued under the indenture, dated as of September 7, 2017, between us and The Bank of New York
Mellon, as the trustee, which we refer to as the indenture. The indenture provides that there may be more than one trustee,
each with respect to one or more series of the Securities.
Unless the context otherwise requires, references to "we", "us", "our" and "Westpac" in this description of the Securities
refer only to the issuer of the Securities, which will be Westpac Banking Corporation ABN 33 007 457 141 or Westpac
Banking Corporation acting through one of its branches, and do not include any of its subsidiaries.
The Securities issued by Westpac acting through one of its branches are nevertheless obligations of Westpac, and
holders of those Securities will have claims against the assets of Westpac pursuant to the terms of the Securities, and are not
limited to claims against the assets of the issuing branch.
We have summarized below certain terms of the indenture which we believe will be most important to your decision to
invest in the Securities. You should keep in mind, however, that it is the indenture, and not this summary, which defines your
rights as a holder of the Securities. There may be other provisions in the indenture which are also important to you. You
should read the indenture for a full description of the terms of the Securities. The indenture is filed as an exhibit to the
registration statement that includes this prospectus. See "Where You Can Find More Information" for information on how to
obtain copies of the indenture.
The following description of the terms of the Securities sets forth certain general terms and provisions of the Securities
to which any applicable prospectus supplement or term sheet may relate. The particular terms of the Securities offered by any
applicable prospectus supplement or term sheet and the extent, if any, to which such general provisions may not apply to the
Securities will be described in the applicable prospectus supplement or term sheet. Accordingly, for a description of the terms
of a particular issue of the Securities, you should refer to both the applicable prospectus supplement or term sheet and to the
following description.
Certain defined terms used in the following description of the Securities have the meanings given to them in Section 4
"--Additional Provisions Applicable to the Securities--Definitions."
Ranking
The Securities are subordinate and junior in right of payment to Westpac's Senior Creditors in the manner and to the
extent described in Section 1.2 "--General--Status and Subordination of the Securities" and Section 1.3
"--General--Ranking in a Winding-Up" under "--Additional Provisions Applicable to the Securities".
Under Section 13A(3) and Section 16 of the Australian Banking Act, and Section 86 of the Reserve Bank Act 1959 of
Australia, which we refer to as the Reserve Bank Act, certain debts of Westpac are preferred by law, as described below.
7
For personal use only