Amendment to Programme Documents

Australia & New Zealand Banking Grp

16 May 2024

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER

IMPORTANT NOTICE TO THE HOLDERS OF

EUR 2,000,000,000 3.205 PER CENT SERIES 2022-2 COVERED BONDS

DUE 15 November 2024

(ISIN: XS2555209035)

EUR 1,750,000,000 0.25 PER CENT SERIES 2022-1 COVERED BONDS

DUE 17 March 2025

(ISIN: XS2456253082)

EUR 1,500,000,000 3.437 PER CENT SERIES 2023-1 COVERED BONDS

DUE 4 April 2025

(ISIN: XS2607079493)

GBP 1,000,000,000 FLOATING RATE SERIES 2023-3 COVERED BONDS

DUE 4 December 2026

(ISIN: XS2727629615)

EUR 150,000,000 2.765 PER CENT SERIES 2013-3 COVERED BONDS

DUE 19 January 2029

(ISIN: XS0953107025)

EUR 151,500,000 1.472 PER CENT SERIES 2015-2 COVERED BONDS

DUE 26 August 2031

(ISIN: XS1280773679)

EUR 180,000,000 1.718 PER CENT SERIES 2016-1 COVERED BONDS

DUE 22 January 2036

(ISIN: XS1346839373)

EUR 230,000,000 1.438 PER CENT SERIES 2017-1 COVERED BONDS

DUE 09 March 2037

(ISIN: XS1576701665)

EUR 205,000,000 1.522 PER CENT SERIES 2017-2 COVERED BONDS

DUE 15 May 2037

(ISIN: XS1611856805)

(the "Existing Covered Bonds")

issued pursuant to

the Australia and New Zealand Banking Group Limited U.S.$ 30,000,000,000 ANZ Global Covered Bond Programme (the "Programme")

NOTICE IS HEREBY GIVEN to the holders of the Existing Covered Bonds as follows:

16 May 2024.

Background

1.         We, Australia and New Zealand Banking Group Limited (the "Issuer") refer to the bond trust deed dated 14 November 2011 and made between the Issuer, Perpetual Corporate Trust Limited, as Covered Bond Guarantor, Institutional Securitisation Services Limited, as Trust Manager and DB Trustees (Hong Kong) Limited ("Bond Trustee") as amended and supplemented on 22 November 2012 and further amended and restated on 15 November 2013 and further amended and supplemented on 10 November 2014 and further amended and supplemented on 8 November 2016 and further amended and supplemented on 9 November 2018 and as further amended and supplemented on 13 November 2019 and as further amended and supplemented on 14 May 2021 and as further amended and supplemented on 13 May 2022 and as further amended and supplemented on 23 May 2023 and as further amended and supplemented on 15 May 2024 ("Bond Trust Deed"). 

All words and expressions defined in the Bond Trust Deed or the Definitions Schedule (as defined in the Bond Trust Deed), as supplemented, amended or restated from time to time shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings in this notice.

2.         In this notice:

(a)        "Amending Deed" means Amending Deed No. 11 dated 15 May 2024 between, among others, the Issuer, Perpetual Corporate Trust Limited, as Covered Bond Guarantor, Institutional Securitisation Services Limited, as Trust Manager and the Bond Trustee;

(b)        "Effective Date" means 15 May 2024; and

(c)        "Supplemental Deed" means the deed dated 14 November 2011 between (amongst other parties) the Issuer, the Covered Bond Guarantor, the Trust Manager and the Bond Trustee (as amended and/or supplemented from time to time).

3.         This notice is given to all holders of the Existing Covered Bonds in accordance with:

(a)          clause 22.6 of the Security Trust Deed; and

(b)          clause 21.1 of the Bond Trust Deed.

Amendments to Programme Documents

Amendments to the Supplemental Deed

4.         Clause 11.2(b) (Reserve Fund Required Amount) of the Supplemental Deed is amended to read as follows:

(b)        if paragraph (a) does not apply, an amount equal to the aggregate of:

(i)          for each Series of Covered Bonds then outstanding, the Australian Dollar Equivalent of the higher of:

(A)      the interest due and payable on that Series of Covered Bonds on the next three Trust Payment Dates; and

(B)      three months' interest that will accrue on that Series of Covered Bonds, as determined by the Issuer in good faith and in a commercially reasonable manner (including, if interest accrues by reference to a daily rate, having regard to applicable prior observed rates); and

(ii)         the amount equal to one quarter of the anticipated aggregate annual amount payable in respect of the items specified in paragraphs 16.1(a) to 16.1(d) of the Pre-acceleration Revenue Allocations,

or such other amount as agreed from time between the Issuer and the Trustee (acting on the direction of the Trust Manager) provided there is no Adverse Rating Effect.

5.         References in the Supplemental Deed to "ANZ Capel Court Limited" are replaced with references to "Institutional Securitisation Services Limited (formerly ANZ Capel Court Limited)" as set out in the Amending Deed.

6.         The notice details of Institutional Securitisation Services Limited (formerly ANZ Capel Court Limited) and DB Trustees (Hong Kong) Limited set out in the Supplemental Deed are amended as set out in the Amending Deed. 

These amendments took effect on the Effective Date.

7.         Copies of the Amending Deed are available during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the specified offices of the Covered Bond Paying Agent and the Issuer as set out below, upon prior written request and proof of holding to the satisfaction of the Covered Bond Paying Agent:

Covered Bond Paying Agent

Deutsche Bank AG, Hong Kong Branch

Level 60

International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

The Issuer

Australia and New Zealand Banking Group Limited

ANZ Centre Melbourne

Level 9, 833 Collins Street

Docklands VIC 3008

Australia

8.         Any queries in relation to the matters set out in this notice should be directed to:

Head of Group Funding

Australia and New Zealand Banking Group Limited

ANZ Centre Melbourne

Level 9, 833 Collins Street

Docklands VIC 3008

Australia

Email: [e-mail]

This notice is given by:

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

 

END