Appendix 3B
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
29390304_3
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13
Name of entity
Australia and New Zealand Banking Group Limited (ANZ)
ABN
11 005 357 522
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1
+
Class of
+
securities issued or to
be issued
Medium Term Notes
2
Number of
+
securities issued or
to be issued (if known) or
maximum number which may
be issued
EUR 750,000,000 0.625 per cent. Fixed Rate Notes
due 21 February 2023 (the “Notes”)
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
3 Principal terms of the
+
securities (e.g. if options,
exercise price and expiry date; if
partly paid
+
securities, the
amount outstanding and due
dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
Refer to the particulars taken from the Pricing
Supplement dated 19 February 2018 relating to the
issue of the Notes (“Pricing Supplement”), attached
as the Annex to this Appendix 3B, to be read in
conjunction with the Information Memorandum for
ANZ’s $US60,000,000,000 Euro Medium Term Note
Programme dated 16 May 2017 (the “Information
Memorandum”), a copy of which has previously
been published on the ASX.
Unless otherwise defined in this Appendix 3B,
capitalised terms in this Appendix 3B have the
meaning set out in the Information Memorandum
and Pricing Supplement.
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
4
Do the
+
securities rank equally
in all respects from the
+
issue
date with an existing
+
class of
quoted
+
securities?
If the additional
+
securities do
not rank equally, please state:
the date from which they do
the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or
interest payment
the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
As described more fully under “Conditions of the
Notes - Status and Guarantee - Unsubordinated
Notes” in the Information Memorandum, the
Notes constitute direct, unconditional and
unsecured obligations of ANZ and (save for
certain debts of ANZ required to be preferred by
applicable law, including (but not limited to)
those in respect of protected accounts (as
defined in the Banking Act) in Australia and
various debts due to the Australian Prudential
Regulation Authority (“APRA”) and the Reserve
Bank of Australia (“RBA”) required to be
preferred by Australian law) rank pari passu
among themselves and equally with all other
unsubordinated, unsecured obligations of ANZ.
5 Issue price or consideration
Issue price: 99.912 per cent. of the Aggregate
Principal Amount of the Notes.
Interest basis: 0.625 per cent. per annum payable
annually in arrear. Refer to the Pricing
Supplement for further particulars relating to
interest payable on the Notes.
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
ANZ intends to use an amount equal to the net
proceeds of the issue of the Notes (the
“Relevant Proceeds”) to finance or refinance, in
whole or in part: (1) project finance or corporate
loans to projects and businesses (“Loan
Assets”); or (2) ANZ’s own operating or capital
expenditures (“ANZ Expenditure”), (together,
the "Eligible Assets") which, in each case, are
determined by ANZ (in its absolute discretion)
to fall within one or more of the Eligible
Categories (as defined in the Pricing
Supplement) and meet the process for evaluation
and selection in accordance with the Issuer's
"ANZ Sustainable Development Goals (SDG) Bond
Framework" dated February 2018 (the
"Framework").
For the avoidance of doubt, a failure by ANZ to
allocate and use the proceeds of the Notes as
described in the Pricing Supplement will not be
an “Event of Default” under the Conditions of
the Notes.
Refer to the Pricing Supplement for further
particulars regarding the intended use of
proceeds for the Notes.
6a
Is the entity an
+
eligible entity
that has obtained security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
No
6b The date the security holder
resolution under rule 7.1A was
passed
Not applicable
6c
Number of
+
securities issued
without security holder approval
under rule 7.1
Not applicable
6d
Number of
+
securities issued
with security holder approval
under rule 7.1A
Not applicable
6e
Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
Not applicable
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
6f
Number of
+
securities issued
under an exception in rule 7.2
Not applicable
6g
If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
Not applicable
6h
If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
Not applicable
6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
Not applicable
7
+
Issue dates
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
21 February 2018
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
Number
+
Class
8
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)
2,922,607,944
5,728,859
11,200,000
16,100,000
9,701,791
16,220,000
9,310,782
Fully paid ordinary
shares
Fully paid Convertible
Preference Shares
issued in 2011 (CPS3)
ANZ Capital Notes 1
ANZ Capital Notes 2
ANZ Capital Notes 3
ANZ Capital Notes 4
ANZ Capital Notes 5
USD1,250,000,000 2.05 per cent. Covered Bond due
May 2020
CNY2,500,000,000 4.75 per cent. Fixed Rate
Subordinated Notes due January 2025
SGD500,000,000 3.75 per cent. Fixed Rate
Subordinated Notes due March 2027
AUD200,000,000 4.75 per cent. Fixed Rate
Subordinated Notes due May 2027
USD1,000,000,000 Perpetual Subordinated
Contingent Convertible Securities
AUD225,000,000 4.75 per cent. Fixed Rate
Subordinated Notes due September 2032
EUR750,000,000 0.625 per cent. Fixed Rate Notes
due February 2023
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
Number
+
Class
9
Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)
7,747,817
Options on issue
(there are no options
approved for grant but
not yet granted)
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Not applicable
Part 2 - Pro rata issue
11 Is security holder approval
required?
Not applicable
12 Is the issue renounceable or non-
renounceable?
Not applicable
13
Ratio in which the
+
securities
will be offered
Not applicable
14
+
Class of
+
securities to which the
offer relates
Not applicable
15
+
Record date to determine
entitlements
Not applicable
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
Not applicable
17 Policy for deciding entitlements
in relation to fractions
Not applicable
18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
Not applicable
19 Closing date for receipt of
acceptances or renunciations
Not applicable
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
20 Names of any underwriters
Not applicable
21 Amount of any underwriting fee
or commission
Not applicable
22 Names of any brokers to the
issue
Not applicable
23 Fee or commission payable to
the broker to the issue
Not applicable
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not applicable
25 If the issue is contingent on
security holders’ approval, the
date of the meeting
Not applicable
26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
Not applicable
27 If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
Not applicable
28 Date rights trading will begin (if
applicable)
Not applicable
29 Date rights trading will end (if
applicable)
Not applicable
30 How do security holders sell
their entitlements in full through
a broker?
Not applicable
31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
Not applicable
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
Not applicable
33
+
Issue date
Not applicable
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34
Type of
+
securities
(tick one)
(a)
+
Securities described in Part 1
(b)
All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35
If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders
36
If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37
A copy of any trust deed for the additional
+
securities
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
Entities that have ticked box 34(b)
38
Number of
+
securities for which
+
quotation is sought
Not applicable
39
+
Class of
+
securities for which
quotation is sought
Not applicable
40
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?
If the additional
+
securities do
not rank equally, please state:
the date from which they do
the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
Not applicable
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)
Not applicable
Number +
Class
42
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)
Not applicable Not applicable
Appendix 3B
New issue announcement
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 11
Quotation agreement
1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.
2 We warrant the following to ASX.
The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.
There is no reason why those
+
securities should not be granted
+
quotation.
An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be
able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on
the information and documents. We warrant that they are (will be) true and
complete.
Sign here: ............................................................ Date: 22 February 2018
(Company secretary)
Print name: Simon Pordage
== == == == ==
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70-40674475
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth in the Information Memorandum dated 16 May 2017 and the
Supplemental Information Memorandum dated 27 October 2017 and any supplement to
the Base Prospectus of the Issuer dated 16 May 2017, which are deemed to be
incorporated by reference into the Information Memorandum (which, for the avoidance
of doubt, includes the Supplemental Base Prospectuses dated 22 May 2017, 20 June
2017, 19 July 2017, 15 August 2017, 23 October 2017, 6 November 2017, 10
November 2017 and 13 December 2017) (together, the "Information Memorandum")
and in the Annex hereto, "Notes being issued as Sustainable Development Goal
Bonds". The Pricing Supplement of the Notes must read in conjunction with the Information
Memorandum.
1.Issuer:Australia and New Zealand Banking Group
Limited
2.
(i)Series Number: 1949
(ii)Tranche Number:1
3.
(i)Specified Currency or
Currencies:
Euro ("EUR")
(ii)Exotic Currency Payments:Not Applicable
(iii)Exotic Currency Relevant Time: Not Applicable
(iv)Exotic Currency Thomson
Reuters Screen Page:
Not Applicable
4.
Aggregate Principal Amount:
(i)Series:EUR 750,000,000
(ii)Tranche:EUR 750,000,000
5.
Issue Price:99.912 per cent. of the Aggregate Principal
Amount
6.
(i)Specified Denomination(s) (and
Principal Amount):
EUR 100,000 and integral multiples of
EUR 1,000 thereafter. No Notes in
definitive form will be issued with a
denomination above EUR 199,000
The minimum aggregate consideration
payable in respect of an offer or invitation
in Australia or any offer or invitation
received in Australia must be no less than
A$500,000 (or its equivalent in an alternate
currency, in each case, disregarding
moneys lent by the offeror or its associates)
Annex to Appendix 3B:
The following information is taken from the Pricing Supplement.
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70-40674475
unless the offer or invitation does not
require disclosure to investors under Part
6D.2 or Chapter 7 of the Corporations Act.
In every case, an offer or invitation must
not be to a retail client (as defined in
section 761G of the Corporations Act)
(ii)Calculation Amount:EUR 1,000
7.
(i)Issue Date:21 February 2018
(ii)Interest Commencement Date:Issue Date
8.
Maturity Date:21 February 2023
9.
Interest Basis:Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:Redemption at Par
11.
Change of Interest or
Redemption/Payment Basis:
Not Applicable
12.
Put/Call Options:Not Applicable
13.
Status of the Notes:Unsubordinated Notes
14.
Method of distribution:Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Note Provisions: Applicable
(i)Rate of Interest:0.625 per cent. per annum payable annually
in arrear
(ii)(a)Interest Payment Date(s): 21 February in each year, commencing on
21 February 2019, in each case subject to
adjustment for payment purposes only in
accordance with the Business Day
Convention specified below
(b)Interest Period(s):As defined in Condition 4(n)
(c)Interest Period Date:As defined in Condition 4(n)
(iii)Fixed Coupon Amount:EUR 6.25 per Calculation Amount
(iv)Broken Amount(s):Not Applicable
(v)Day Count Fraction:Actual/Actual (ICMA)
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(vi)Business Day Convention:Following Business Day Convention
(a)Adjusted:Not Applicable
(b)No Adjustment:Applicable
(vii)Additional Business Centre(s):New York
For the avoidance of doubt, in addition to
the Additional Business Centre noted
above, London, Sydney and the TARGET2
System are business centres for the
purposes of the definition of "Business
Day" in Condition 4(n)
(viii)Party responsible for calculating
the Rate(s) of Interest and/or
Interest Amount(s):
The Fiscal Agent shall be the Calculation
Agent
(ix)Other terms relating to the
method of calculating interest
for Fixed Rate Notes:
Not Applicable
16.Floating Rate Note Provisions:Not Applicable
17.CMS Rate Note Provisions:Not Applicable
18.Inverse Floating Rate Note Provisions:Not Applicable
19.Zero Coupon Note Provisions:Not Applicable
20.Index-Linked Interest Note/Other
variable-linked interest Note Provisions:
Not Applicable
21. Dual Currency Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
22. Call Option: Not Applicable
23. Put Option: Not Applicable
24. Final Redemption Amount of each
Note:
EUR 1,000 per Calculation Amount
25.Early Redemption Amount:
(Early Redemption Amount(s) payable
on redemption on account of a
Regulatory Event, for taxation reasons,
on an Event of Default or other early
redemption and/or the method of
EUR 1,000 per Calculation Amount
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70-40674475
calculating the same)
26.Redemption for Regulatory Event:Not Applicable
27.Redemption for taxation reasons:
Condition 5(b)(i):Applicable (Note that Condition 5(b)(i)
applies automatically)
Condition 5(b)(ii): Not Applicable
Condition 5(b)(iii): Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.Form of Notes:Bearer Notes
Temporary Global Note exchangeable for a
Permanent Global Note which is
exchangeable for Bearer Notes in definitive
form on 60 days' notice (or, following a
failure to pay principal, on 30 days' notice)
by the Issuer and in the limited
circumstances specified in the Permanent
Global Note
29.Payment Business Day Convention:Following
30.Additional Financial Centre(s) or other
special provisions relating to Payment
Business Days:
New York
For the avoidance of doubt, in addition to
the Additional Financial Centre noted
above, London, Sydney and the TARGET2
System are financial centres for the
purposes of the definition of "Payment
Business Day" in Condition 6(h)
31.Talons for future Coupons or Receipts
to be attached to Notes in definitive
form (and dates on which such Talons
mature):
No
32.Details relating to Instalment Notes,
including Instalment Amount(s) and
Instalment Date(s):
Not Applicable
33.Redenomination, renominalisation and
reconventioning provisions:
Not Applicable
34.Consolidation provisions:Not Applicable
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70-40674475
35.Governing Law:English
OTHER FINAL TERMS
36.Subordinated Notes:Not Applicable
37.Other final terms:See the Annex to this Pricing Supplement,
"Notes being issued as Sustainable
Development Goal Bonds"
For the avoidance of doubt:
(a) a failure by the Issuer to allocate and
use the proceeds of the Notes as described
in the Annex and the Framework or prepare
any periodic report as described in the
Annex or Framework;
(b) a failure by the Issuer to comply with
the Framework, the SDGs and/or the ICMA
Documents;
(c) a failure of any third party opinion,
assurance or certification provider to opine
on, assure or certify any periodic report or
the Framework; or
(d)any revision or withdrawal of any
opinion, assurance or certification of the
Notes, any periodic report or the
Framework for any reason,
will not be an Event of Default under the
Conditions of the Notes
DISTRIBUTION
38.(i)If syndicated, names of
Managers:
Joint Lead Managers:
Australia and New Zealand Banking Group
Limited
Barclays Capital Asia Limited
BNP Paribas
HSBC Bank plc
Co-Lead Managers:
DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main
Norddeutsche Landesbank – Girozentrale –
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70-40674475
(ii)Stabilising Manager (if any):HSBC Bank plc (in accordance with all
applicable laws and rules and outside
Australia)
39.If non-syndicated, name of Dealer:Not Applicable
40.Additional selling restrictions:Not Applicable
41.
US Selling Restrictions:Regulation S Category 2; TEFRA D Rules
42.Prohibition of Sales to EEA Retail
Investors:
Not Applicable
Signed on behalf of Australia and New Zealand Banking Group Limited:
By:
Duly Authorised Signatory/Attorney
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PART B – OTHER INFORMATION
1.
LISTING
Application is expected to be made by the Issuer for the Notes to be listed on the
Australian Securities Exchange with effect from or about the Issue Date
The Notes will not be transferred through, or registered on, the Clearing House
Electronic Sub-Register System ("CHESS") operated by ASX Settlement Pty Ltd (ABN
49 008 504 532) and will not be "Approved Financial Products" for the purposes of
that system. Interest in the Notes will instead be held in, and transferable through,
Euroclear Bank SA/NV or Clearstream Banking S.A.
No transfers will be made to retail clients (as defined in section 761G of the
Corporations Act 2001 of Australia) and no bids or offers may be made on an
Australian Securities Exchange trading platform with a value less than A$500,000 (or
its equivalent in an alternate currency)
3.
OPERATIONAL INFORMATION
ISIN Code:XS1774629346
Common Code:177462934
Any clearing system(s) other than
Euroclear Bank SA/NV and Clearstream
Banking, société anonyme and the relevant
identification number(s):
Not Applicable
Delivery:Delivery against payment
Names and addresses of additional Paying
Agent(s) or other Agent(s) (if any):
Not Applicable
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70-40674475
ANNEX TO THE PRICING SUPPLEMENT
NOTES BEING ISSUED AS SUSTAINABLE DEVELOPMENT GOAL BONDS
Use of Proceeds
The Issuer intends to use an amount equal to the net proceeds of the issue of the Notes (the
"Relevant Proceeds") to finance or refinance, in whole or in part:
(1)project
finance or corporate loans to projects and businesses ("Loan Assets"); or
(2)the Issuer's own operating or capital expenditures ("ANZ Expenditure"),
(together, referred to herein as "Eligible Assets") which, in each case, are determined by the
Issuer (in its absolute discretion) to fall within one or more of the Eligible Categories (as
defined below) and meet the process for evaluation and selection in accordance with the
Issuer's "ANZ Sustainable Development Goals (SDG) Bond Framework" dated February 2018
(the "Framework"). Certain further information in relation to the Framework is set out
below.
The term of any Eligible Assets to which Relevant Proceeds are allocated under the
Framework may be shorter or longer than the term of the Notes. Eligible Assets may mature,
be sold, repaid, prepaid or otherwise expire before or after the Maturity Date of the Notes. In
the case of any Relevant Proceeds allocated to an Eligible Asset that matures, is sold, repaid
or prepaid or otherwise expires before the Maturity Date of the Notes, the Issuer presently
intends to reallocate an amount equal to the face value of that Eligible Asset back to its own
account until the Maturity Date of the Notes or such time as the Issuer may allocate an
amount equal to such amounts to any other new or existing Eligible Assets in the Eligible
Categories in accordance with the Framework. If any Eligible Asset remains outstanding
after the Maturity Date of the Notes, the Issuer will not be required to terminate the funding
of such Eligible Asset by Relevant Proceeds on the Maturity Date of the Notes.
Payment of principal and interest on the Notes is not and will not be linked to any Eligible
Asset. No property interest or security interest in favour of any investor is created in any
Relevant Proceeds or any Eligible Asset.
Framework
In September 2015, the United Nations' General Assembly formally established 17
sustainable development goals (the "SDGs") to be addressed by 2030. The SDGs set a
common framework for public and private stakeholders to set their agendas and define their
policies and strategies over a 15 year period.
In June 2017, the International Capital Market Association's published documents entitled
"The Social Bond Principles 2017", "The Sustainability Bond Guidelines 2017" and "The
Green Bond Principles 2017" (together, the "ICMA Documents").
The Issuer presently understands that the Framework is consistent with the ICMA
Documents. The Issuer has procured: (i) a "second party opinion" dated February 2018 (the
"Sustainalytics Opinion") from Sustainalytics Australia Pty. Ltd. ("Sustainalytics"), a
provider of environment, social and governance (ESG) and corporate governance research
and ratings, confirming that, in the opinion of Sustainalytics, the Framework creates
meaningful impact, is transparent, credible and aligns with the ICMA Documents; and (ii) a
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70-40674475
reasonable assurance opinion dated 9 February 2018 (the "EY Assurance") from Ernst &
Young ("EY") confirming that, in EY's opinion, the Issuer's SDG bond issuance process
meets the requirements of the ICMA Documents in all material respects. The Issuer is under
no obligation to update the Framework.
Eligible Categories
The Relevant Proceeds will be used to finance or re-finance, in whole or in part, Eligible
Assets that are determined in the Issuer's absolute discretion to promote any of the SDGs
within one or more of the Eligible Categories (as defined below) subject to, and in
accordance with, the Framework (including, but not limited to, the eligibility criteria and the
process for evaluation and selection set out therein). The indicative Eligible Assets as at the
date of this Pricing Supplement are set out
below for information purposes only.
The "Eligible Categories" as at the date of this Pricing Supplement are set out in the
Framework. They comprise the following SDG targets:
Good Health and Well-being (SDG 3) - Reduce by one third premature mortality from
non-communicable diseases through prevention and treatment and promote mental health
and well-being. Strengthen the prevention and treatment of substance abuse, including
narcotic drug abuse and harmful use of alcohol. Achieve universal health coverage,
including financial risk protection, access to quality essential health-care services and
access to safe, effective, quality and affordable essential medicines and vaccines for all.
Quality Education (SDG 4) - Ensure equal access for all women and men to affordable
and quality technical, vocational and tertiary education, including university.
Substantially increase number of youth and adults who have relevant skills, including
technical and vocational skills, for employment, decent jobs and entrepreneurship
Eliminate gender disparities in education and ensure equal access to all levels of
education and vocational training for the vulnerable, including persons with disabilities,
indigenous peoples and children in vulnerable situations.
Clean Water and Sanitation (SDG 6) - Access to safe and affordable drinking water.
Access to adequate and equitable sanitation and hygiene. Improve Water Quality.
Increase water-use efficiency and reduce the number of people suffering from water
scarcity.
Affordable and Clean Energy (SDG 7) - Ensure universal access to affordable, reliable
and modern energy services. Increase substantially the share of renewable energy in the
global energy mix. Expand infrastructure and upgrade technology for supplying modern
and sustainable energy services for all in developing countries, in particular least
developed countries, small island developing States, and land-locked developing
countries.
Industry Innovation and Infrastructure (SDG 9) - Upgrade infrastructure and retrofit
industries to make them sustainable, with increased resource use efficiency and greater
adoption of clean and environmentally sound technologies and industrial processes.
Reduced inequalities (SDG 10) - Empower and promote the social, economic and
political inclusion of all, irrespective of age, sex, disability, race, ethnicity, origin,
religion or economic or other status.
•
Sustainable Cities and Communities (SDG 11) - Ensure access for all to adequate, safe
and affordable housing and basic services and upgrade slums. Provide access to safe,
affordable, accessible and sustainable transpo1t systems for all, improving road safety,
notably by expanding public transpo1t, with special attention to the needs of those m
vulnerable situations, women, children, persons with disabilities and older persons.
•
Responsible consumption and production (SDG 12) Environmentally sound
management of chemicals and all wastes throughout their life cycle, in accordance with
agreed international frameworks, and significantly reduce their release to air, water and
soil in order to minimize their adverse impacts on human health and the environment.
Substantially reduce waste generation through prevention, reduction, recycling and reuse
•
Climate Change (SDG 13) - Strengthen resilience and adaptive capacity to climate-related
hazards and natural disasters in all countries. Improve education, awareness-raising and
human and institutional capacity on climate change mitigation, adaptation, impact
reduction and early warning. Promote mechanisms for raising capacity for effective
climate change related planning and management in least developed countries and small
island developing States, including focusing on women, youth and local and marginalized
communities.
Indicative Eligible Assets
The indicative Eligible Assets as the date of this Pricing Supplement are set out below:
an,
GBPISBP Category
2
Access to essential services,
Socioe:.onomic advancement and
empowerment;
Affordable basic infrastructure
Access to essential services,
Socioe-:.onomic advancement and
empowerment
Renewable energy;
Energy efficiency
Green buildings
Socioe-:.onomic advancement and
empowerment
Affordable housing;
Affordable basic infrastructure;
Access to essentia l s ervices:
Clean transport
Unallocated Proceeds
Total
Asset/Type
Aged Care I Corporate
Aged Care I Corporate
Aged Care I Corporate
Hospital I Corporate
Hospital I Corporate
Hospital I Project Finance
Hospital I Project Finance
University - Studenl �ousing I
Project Financ3
Unrversity I Corpcrate
University I Corpcrate
Unrversity I Corporate
Renewable I Project Finance
Renewable I Project Finance
ANZ Cu111mt:!1l:iol Offil.t:!
Commercial Office I Corporate
Commercial Office I Corporate
Commercial Office I Corporate
Commercial Office I Corporate
Commercial Office I Corporate
ANZ Money Minded and Saver Plus
Clean Transport I Project Finance
Clean Transport I Project Finance
Location
Australia
VIC
Australia
OLD
Australia
NSW
NSW
Australia
NSW
VIC
NSW
OLD
QLD
VIC
NSW
WA
QLD
NSW
NT
Global
Australia
Australia
800m
142m
78m
308m
7m
115m
Om
1,450m
55_2%
9_8%
5-4%
21-2%
0-5%
7_9%
0%
100%
I
The above figures and other infonnation are based on available Eligible Assets as at the date of this
Pricing Supplement that may be financed or re-financed (in whole or in pati) by the Relevant Proceeds.
The above infonnation is indicative only and subject to change without notice.
2
"GBP" refers to "The Green Bond Principles 2017" and "SBP" refers to "The Social Bond Principles
2017" published by the International Capital Market Association in June 2017.
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Documents Available
Subject
to applicable law, copies of the Framework, the Sustainalytics Opinion and EY
Assurance (subject to any applicable consent and confidentiality requirements) and periodic
progress reports prepared by the Issuer may be obtained by investors from the Issuer's
website, at
http://debtinvestors.anz.com. None of these documents or the contents of such
website are incorporated into, or form part of, either this Pricing Supplement or the
Information Memorandum.
Investor Considerations
No assurance is given by the Issuer or the Managers that the use of the proceeds of the issue
of the Notes as described above will satisfy, whether in whole or in part, any present or future
investor expectations
or requirements as regards any investment criteria or guidelines with
which such investor or its investments are required to comply, in particular with regard to any
direct or indirect sustainability impact of any projects or uses, the subject of or related to, any
Eligible Assets, eligible businesses and projects under the Framework.
While it is the intention of the Issuer to apply the Relevant Proceeds in the manner described
in this Pricing
Supplement, there can be no assurance that the relevant Eligible Assets,
businesses
and projects will be capable of being implemented in or substantially in such
manner and/or accordance with any timing schedule and that accordingly there is no
assurance that such proceeds will be totally or partially disbursed for such Eligible Assets,
projects or
businesses. Nor can there be any assurance that any Eligible Assets, eligible
businesses and projects will be completed within any specified period or at all or with the
results or
outcome as originally expected or anticipated by the Issuer. Any such event as
described above or failure by the Issuer to comply with the Framework, the SDGs, the ICMA
Documents or a breach of any representation, warranty and undertaking described in this
Annex will not constitute an Event of Default under the Notes.
Furthermore, it should be noted that there is currently no clear definition (legal, regulatory or
otherwise) of, nor market consensus
as to what constitutes, a "green", "social" or
"sustainable" project, or as to what precise attributes are required for a particular project to be
defined as "green", "social" or "sustainable", nor can any assurance be given that such a clear
definition or consensus will develop over time. Accordingly, no assurance is or can be given
to investors that any project(s)
or use(s) the subject of, or related to, any Eligible Assets,
eligible businesses and projects under the Framework will meet any or all investor
expectations regarding such "sustainable" performance objectives or that any adverse impacts
will not occur during the implementation of any project(s) or use(s) the subject of, or related
to, any Eligible Assets, eligible businesses and projects.
No assurance
or representation is given as to the suitability or reliability for any purpose
whatsoever of any opinion, assurance or certification of any third party (whether or not
solicited by the Issuer) which may be made available in connection with the issue of the
Notes and in particular with any Eligible Assets, eligible businesses and projects to fulfil any
sustainability and/or other criteria. For the avoidance of doubt, any such opinion, assurance or
certification
is not, nor should be deemed to be, a recommendation by the Issuer, the
Managers or any other person to buy, sell or hold any Notes, may be subject to revision or
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70-40674475
withdrawal at any time and would only be current as of the date that it was initially issued.
Prospective investors must determine for themselves the relevance of any such opinion,
assurance or certification and/or the information contained therein and/or the provider of such
opinion, assurance or certification for the purpose of any investment in the Notes. Currently,
Sustainalytics is not subject to any specific regulatory or other regime or oversight and the
Sustainalytics Opinion is provided for information purposes only and on a no liability basis.
The EY Assurance is subject to the specific scope, limitations, assumptions and qualifications
set out in it, including that EY does not accept or assume any responsibility to any third
parties.
Opinions, assurances and certifications may not reflect the potential impact of all risks related
to the structure, market, additional risk factors discussed above and other factors that may
affect the value of the Notes, are not a recommendation to buy, sell or hold the Notes, may be
revised or withdrawn at any time and are only current as of the date initially issued.
Any such event or failure to apply the Relevant Proceeds of the issue of the Notes for any
project(s) or use(s), including any Eligible Assets, eligible businesses and projects, and/or
revision or withdrawal of any opinion, assurance or certification as described above or any
such opinion, assurance or certification attesting that the Issuer is not complying in whole or
in part with any matters for which such opinion, assurance or certification is opining, assuring
or certifying on and/or the Notes no longer being listed or admitted to trading on any stock
exchange or securities market as aforesaid may have a material adverse effect on the value of
such Notes and also potentially the value of any other Notes which are intended by the Issuer
to finance Eligible Assets, eligible businesses and projects and/or result in adverse
consequences for certain investors with portfolio mandates to invest in securities to be used
for a particular purpose.
In no circumstances will any failure by the Issuer to allocate and use the Relevant
Proceeds for Eligible Assets in accordance with the Framework or the Issuer's failure to
prepare any periodic report, or the failure of Sustainalytics, EY or any other third party
opinion, assurance or certification provider to opine on, assure or certify any periodic
report or the Framework or any revision or withdrawal of any opinion, assurance or
certification of the Notes, any periodic report or the Framework for any reason constitute
an Event of Default with respect to the Notes. Any such failure, however, may affect the
value of the Notes and/or have adverse consequences for certain investors with portfolio
mandates to invest in sustainable and green assets.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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