Waiver from NZX Debt Market Listing Rule 7.12.1

NZX Regulation Decision
Westpac Banking Corporation (“WBC”)
Application for a waiver from NZX Debt Market
Listing Rule 7.12.1





10 July 2018

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Background

1. The information on which this decision is based is set out in Appendix One. Neither the waiver
nor the ruling set out below will apply if that information is not or ceases to be full and accurate
in all material respects.

2. The NZX Debt Market Listing Rules to which this decision relates are set out in Appendix
Two.

3. Capitalised terms that are not defined in this decision have the meanings given to them in
the Rules.

Waiver from NZX Debt Market Rule 7.12.1
Decision
4. Subject to the conditions in paragraph 5 below, and on the basis that the information
provided by WBC is complete and accurate in all material respects, NZXR grants WBC a
waiver from Rule 7.12.1, to the extent that this Rule requires WBC to release to the market
details of any acquisition of WBC Quoted Debt Securities as a result of any Liquidity
Provision Activities, Trade Throughs or Securities Management Activities.

5. The waiver in paragraph 4 above is provided on the conditions that:

a. WBC must prominently disclose this waiver and its implications in any Offering
Document relating to any future offer for issue of Quoted Debt Securities;

b. WBC must provide notice to NZX in accordance with Rule 7.12.1 in respect of any
Quoted Debt Securities acquired as a result of any Liquidity Provision Activities,
Trade Throughs, or Securities Management Activities if the underlying Quoted Debt
Securities are subsequently cancelled. This notice shall be provided within one
Business Day of the Quoted Debt Securities being cancelled; and

c. all trading in the Quoted Debt Securities by WBC is conducted in accordance with
any applicable legislation.

Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZXR has
considered that:
a. the policy intent behind Rule 7.12.1 is to ensure that the correct number of an
Issuer's quoted securities on issue is known to the market. This policy is
particularly important in the context of Equity Securities, as the number of Equity
Securities on issue directly impacts their market price and dilutes existing
shareholders' interests;
b. the number of Debt Securities on issue, however, is less relevant to the market
price of Debt Securities. Moreover, the acquisition of Quoted Debt Securities by
WBC as a result of any Liquidity Provision Activities, Trade Throughs or
Securities Management Activities will not change the number of Quoted Debt
Securities on issue;

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c. the waiver will only apply to the purchase of Quoted Debt Securities by WBC for
any Liquidity Provision Activities, Trade Throughs or Securities Management
Activities. WBC will still be required to comply with Rule 7.12.1 in respect of any
Quoted Debt Securities that are issued, acquired, or redeemed by WBC in any
other capacity;
d. WBC may acquire Quoted Debt Securities multiple times in each calendar month
as a result Liquidity Provision Activities, Trade Throughs or Securities
Management Activities. Requiring WBC to release a 7.12.1 Notice each time
WBC acquires Quoted Debt Securities on that basis would impose a
disproportionate compliance burden on WBC, with little corresponding benefit to
the market, as the number of Quoted Debt Securities on issue will remain
unchanged as a result of these transactions;
e. further, the volume of 7.12.1 Notices that WBC would be required to release, as
a consequence of Liquidity Provision Activities, Trade Throughs or Securities
Management Activities, might give an incorrect or misleading impression of
WBC’s trading activity in its own Quoted Debt Securities. Especially given there
is no corresponding notice requirement to signify the completion of any sale of
Quoted Debt Securities by WBC;
f. The conditions ensure that any market-making and trading is conducted in
accordance with all applicable laws. Applicable laws include the Financial
Markets Conduct Act 2013, which prohibits market manipulation and insider
trading, and apply to the market-making and trading activities of WBC (including
its subsidiaries); and
g. there is precedent for this decision.

Ruling in respect of Debt Market Rules 1.6.6 and
7.12.1
Decision
7. Subject to the condition in paragraph 8 below, and on the basis that the information provided
by WBC is complete and accurate in all material respects, NZXR confirms that references
to an "Issuer" in Listing Rule 7.12.1 do not, in the case of the Quoted Debt Securities, extend
to include the WBC Subsidiaries by virtue of Listing Rule 1.6.6.
8. The ruling in paragraph 7 above is provided on the condition that WBC must provide notice
to NZX in accordance with Rule 7.12.1 in respect of any Quoted Debt Securities acquired
by WBC Subsidiaries if the underlying Quoted Debt Securities are subsequently cancelled.
This notice shall be provided within one Business Day of the Quoted Debt Securities being
cancelled.

Reasons
9. In coming to the decision to make the ruling set out in paragraph 7 above, NZXR has
considered that:

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a. the acquisition of Quoted Debt Securities by the WBC Subsidiaries will not change
the number of Quoted Debt Securities on issue, and therefore will not undermine the
policy intent behind Rule 7.12.1;
b. the object of Rule 7.12.1 is not frustrated or avoided by the fact that the WBC
Subsidiaries are separate legal entities from WBC; and
c. requiring the WBC Subsidiaries to release a 7.12.1 Notice each time they acquire
Quoted Debt Securities would impose a disproportionate compliance burden on
them, with little corresponding benefit to the market, as the number of Quoted Debt
Securities on issue will remain unchanged as a result of these transactions.

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Appendix One
1. Westpac Banking Corporation (WBC) is a Listed Issuer with Debt Securities Quoted on
the NZX Debt Market.
2. WBC currently has one series of Debt Securities Quoted on the NZX Debt Market, and
may make further offers of Debt Securities from time to time, which may also be Quoted
on the NZX Debt Market (Quoted Debt Securities).
3. To encourage liquidity in the Quoted Debt Securities, WBC provides a market-making
service, which involves WBC providing prices in its Quoted Debt Securities (Liquidity
Provision Activities). Additionally, WBC has business units that purchase and sell
Quoted Debt Securities on behalf of their clients (Trade Throughs).
4. Also, certain WBC Subsidiaries may acquire Quoted Debt Securities from time to time
in the ordinary course of their business. The WBC Subsidiaries may acquire Quoted
Debt Securities in their capacity as fund manager, agent on behalf of clients, or for
capital management, investment or custodial purposes (Securities Management
Activities).
5. As WBC acquires Quoted Debt Securities as a result of Liquidity Provision Activities,
Trade Throughs and Securities Management Activities, WBC is required to release the
form of notice contemplated by NZX Debt Market Listing Rule (Rule) 7.12.1 each time
it acquires such Quoted Debt Securities.
6. WBC has advised NZX Regulation (NZXR) that it may acquire Quoted Debt Securities
multiple times each calendar month, as a result of Liquidity Provision Activities, Trade
Throughs and Securities Management Activities, and consequently, WBC would be
required to regularly release multiple notices under Rule 7.12.1 (7.12.1 Notice) each
month.
7. WBC has therefore sought a waiver from the requirements of Rule 7.12.1 to the extent
that WBC would otherwise be required to release a 7.12.1 Notice each time it acquires
Quoted Debt Securities as a result of its Liquidity Provision Activities, Trade Throughs
or Securities Management Activities.
8. If, in the case of the Quoted Debt Securities, references to an "Issuer" in Rule 7.12.1
extended to WBC Subsidiaries by virtue of Rule 1.6.6, the WBC Subsidiaries would be
required to release a 7.12.1 Notice each time they acquire Quoted Debt Securities in
the ordinary course of their business.
9. WBC has therefore sought a ruling that references to an "Issuer" in Rule 7.12.1 do not,
in the case of the Quoted Debt Securities, extend to include the WBC Subsidiaries by
virtue of Listing Rule 1.6.6.

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Appendix Two

Rule 1.6.6 provides:

1.6.6 Reference to an Issuer in the Rules shall, as the context permits, extend to include all
members (other than another Listed entity or a Subsidiary thereof) of any group of
companies and/or other entities of which the Issuer is the holding company, or in which
the Issuer otherwise has a controlling interest, to the extent that such extension is
necessary to ensure that the object of the Rules is not frustrated or avoided by reason
of the separate legal personality of members of the group. In relation to the disclosure
of information for this purpose the group includes any Associated Persons of the
Issuer of which the Issuer has control in law or in fact, other than any such Associated
Person which is another Listed entity or a Subsidiary thereof. Assessment of the
materiality of any information in relation to such group shall be treated as if the group
constituted one business.

Rule 7.12.1

7.12.1 If an Issuer issues, acquires or redeems Quoted Securities, or an Issuer with Equity
Securities Quoted issues, acquires or redeems Equity Securities or Securities
Convertible into Equity Securities, then the Issuer shall give to NZX for release to the
market details of the issue, acquisition or redemption, including:

(a) Class of Security and ISIN; and

(b) the number issued, acquired or redeemed; and

(c) the nominal value (if any) and issue price, acquisition price or redemption price;
and

(d) whether payment was in cash; and

(e) any amount paid up (if not in full); and

(f) the principal terms of the Securities (other than for Quoted Securities), for
example, the exercise price and exercise date in respect of an Option, or the
conversion price and conversion date in respect of Convertible Securities or the
ranking of the Securities in relation to other Classes of Securities; and

(g) the percentage of the total Class of Securities issued, acquired or redeemed; and

(h) the reason for the issue, acquisition or redemption; and

(i) the specific authority for the issue, acquisition or redemption (if any); and

(j) any terms or details of the issue, acquisition or redemption (such as an escrow
provision); and

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(k) the total number of Securities of the Class in existence after the issue, acquisition
or redemption; and

(l) in the case of an acquisition of shares by an Issuer which is a company registered
under the Companies Act 1993, whether those shares are to be held as Treasury
Stock; and

(m) the dates of issue, acquisition or redemption.

Notices required by this Rule must be given to NZX for public release forthwith after the
issue, acquisition or redemption, and in respect of an acquisition effected by an Issuer
through NZX’s order matching market or through the order matching market of a
Recognised Stock Exchange, no later than the end of the Business Day on which the
acquisition took place. For the purposes of Rule 7.12.1 the sale or transfer of Treasury
Stock by an Issuer shall be deemed to be an issue of Securities.