Waiver from NZX Listing Rule 3.13.1

NZX Regulation Decision
Westpac Banking Corporation (“WBC”)
Application for a waiver from NZX Listing Rule 3.13.1
and a ruling in respect of the definition of Issuer





30 April 2020

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Background
1. NZX has updated the NZX Listing Rules, effective from 1 January 2020 (
Rules
). This
waiver decision re-documents a prior waiver and ruling decision granted by NZX
Regulation (
NZXR
) dated 10 July 2018.
Waiver from NZX Listing Rule 3.13.1
Decision
2. Subject to the conditions in paragraph 3 below, and on the basis that the information
provided by Westpac Banking Corporation (WBC) is complete and accurate in all material
respects, NZXR grants WBC a waiver from Rule 3.13.1, 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.

3. The waiver in paragraph 2 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 3.13.1 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
4. In coming to the decision to provide the waiver set out in paragraph 2 above, NZXR has
considered that:
a. the policy intent behind Rule 3.13.1 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;
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.
Subject to Rule 3.13.3, WBC will still be required to comply with Rule 3.13.1 in
respect of any Quoted Debt Securities that are issued, acquired, or redeemed by

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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 3.13.1 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 3.13.1 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 the definition of Issuer
in the NZX Listing Rules
Decision
5. Subject to the condition in paragraph 6 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 Rule 3.13.1 do not, in the case of the Quoted Debt Securities,
extend to include the WBC Subsidiaries by virtue of the definition of Issuer in the Rules.

6. The ruling in paragraph 5 above is provided on the condition that WBC must provide notice
to NZX in accordance with Rule 3.13.1 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
7. In coming to the decision to provide the ruling set out in paragraph 5 above, NZXR has
considered that:
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 3.13.1;

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b. The object of Rule 3.13.1 is not frustrated or avoided by the face that the WBC
Subsidiaries are separate legal entities from WBC; and
c. Requiring the WBC Subsidiaries to release a Rule 3.13.1 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 those
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 and purchasing
and selling Quoted Debt Securities from time to time (Liquidity Provision Activities).
Additionally, WBC has business units that may 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 Rule 3.13.1 each time it acquires such Quoted Debt Securities.
6. WBC has advised 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 3.13.1 (3.13.1 Notice) each month.
7. WBC notes that while Rule 3.13.3 provides that an announcement is not required where
WBC is acting in a market-making capacity, or where the Quoted Debt Securities are held
or acquired for the benefit of a third party, the Liquidity Provision Activities, Trade Throughs
and Security Management Activities are not necessarily covered by these exclusions.
8. WBC has therefore sought a waiver from the requirements of Rule 3.13.1 to the extent that
WBC would otherwise be required to release a 3.13.1 Notice each time it acquires Quoted
Debt Securities as a result of its Liquidity Provision Activities, Trade Throughs or Securities
Management Activities.
9. If, in the case of the Quoted Debt Securities, references to an "Issuer" in Rule 3.13.1
extended to WBC Subsidiaries by virtue of the definition of “Issuer” under the Rules, the
WBC Subsidiaries would be required to release a 3.13.1 Notice each time they acquire
Quoted Debt Securities in the ordinary course of their business.
10. WBC has therefore also sought a ruling that references to an "Issuer" in Rule 3.13.1 do
not, in the case of the Quoted Debt Securities, extend to include the WBC Subsidiaries by
virtue of the definition of “Issuer” under the Rules.

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Appendix Two

Issuer means:

(a) any person which is Listed (and includes, for the purposes of a Listed
Managed Investment scheme, the manager of the scheme), and

(b) includes, as the context permits, all members (other than another Listed entity or that
Listed entity’s Subsidiary) of any group of companies or other entities of which such
Issuer is the holding company or has a controlling interest, to the extent this is necessary
to prevent the object of the Rules being frustrated or avoided by the use of a separate
legal personality, and

(c) for the purpose of the disclosure of information, the group (as defined in (b)) includes any
Associated Persons of the Issuer over which the Issuer has control in law or in fact (other
than another Listed entity or that Listed entity’s Subsidiary).

Rule 3.13 Issues, acquisitions and redemption of capital

3.13.1 If an Issuer issues, acquires or redeems:

(a) Quoted Financial Products, or

(b) Financial Products Convertible into Quoted Equity Securities or Options to acquire
Quoted Equity Securities,

the Issuer must, subject to Rule 3.13.3, provide for release through MAP in prescribed
form (as applicable) details of:
(c) the Class of Financial Product and ISIN,

(d) the number of Financial Products issued, acquired or redeemed,

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

(f) whether payment was in cash,

(g) any amount paid up (if not in full),

(h) for an issue of Convertible Financial Products or Options, the principal terms of
Conversion (for example, the conversion price and conversion date and the ranking
of the Financial Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date),

(i) the percentage of the total Class of Financial Products issued, acquired or
redeemed (calculated on the number of Financial Products of the Class, excluding
any Treasury Stock, in existence immediately prior to the issue, acquisition or

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redemption),

(j) the reason for the issue, acquisition or redemption,

(k) the specific authority for the issue, acquisition or redemption (if any),

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

(m) the total number of Financial Products of the Class in existence after the issue,
acquisition or redemption (excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury Stock after the issue, acquisition
or redemption,

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

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

Subject to Rule 3.13.2, notices required by this Rule must be released through MAP
within on Business Day after the issue, acquisition or redemption. For the purposes of
this Rule, the sale or transfer of Treasury Stock by an Issuer is deemed to be an issue of
Financial Products.