Westpac Announces Pendal Group Limited Institutional Offer

ASX
Release

NOT FOR DISTRIBUTION OR RELEASE IN THE U.S.

17 JUNE 2020

WESTPAC GROUP ANNOUNCES PENDAL GROUP LIMITED INSTITUTIONAL
OFFER

Westpac Banking Corporation announces a fully-underwritten offer of approximately 31
million Pendal Group Limited (ASX:PDL) (Pendal) shares (which is circa 9.5% of Pendal's
shares on issue) (the Offer) to institutional investors domiciled in Australia and other
relevant jurisdictions
1
. This announcement is consistent with Westpac’s disclosures since
the time of its previous sell-down of Pendal shares in 2017 in which Westpac has indicated
that it would sell its remaining stake in Pendal at some future date.

The Offer price for the shares has been set at $5.98 per share, which is a discount of 4% to
Pendal's last closing price of $6.23 on 17 June 2020 and a 5.1% discount to the 30-day
VWAP of $6.30.

Finalisation of the Offer will complete the divestment of Westpac’s proprietary shareholding
in Pendal, following earlier share sales in 2007, 2015, and 2017.

Acting Chief Financial Officer, Westpac Banking Corporation, Gary Thursby said: “Pendal is
a highly regarded, independent business, and given Westpac’s commitment to simplify its
operations and focus on banking in Australia and New Zealand, now is the right time to
complete our divestment”.

Completion of the Offer is expected to add approximately 2 basis points to Westpac’s
Common Equity Tier 1 capital ratio and will result in a post-tax accounting gain for Second
Half 2020 of $32m that will be included in Westpac's Full Year 2020 statutory result.
Consistent with past practice, the gain will be excluded from the calculation of Westpac’s
cash earnings
2
.

UBS is acting as Sole Lead Manager, Underwriter and Bookrunner of the offer.

Settlement of the transaction is expected to occur on 22 June 2020.

Westpac funds managed by Pendal

Post the sell-down of its shares in Pendal in 2007, 2015 and 2017, Westpac has had an
ongoing business relationship with Pendal, including Pendal managing some assets within
Westpac’s superannuation business. Following a program of consolidating superannuation

1
See the Annexure for the applicable selling restrictions.

2
For a definition of cash earnings see Westpac’s First Half 2020 Result Announcement.
Level 18, 275 Kent Street
Sydney, NSW, 2000

products, approximately $1.5 billion in funds under management (FUM) was withdrawn from
Pendal in April 2019 and approximately $1.0 billion was withdrawn in February 2020. A
further withdrawal is expected to occur in two tranches, with the first tranche of
approximately $1.0 billion to occur later this calendar year (2020) and an anticipated further
tranche (amount to be determined) of up to $0.08 billion to occur later in the calendar year
2021.

Strategic review of BT Wealth

Westpac’s strategic review of its wealth businesses (including superannuation, platforms
and investments) will occur as part of the newly formed Specialist Businesses division
announced with the Group’s First Half 2020 results on 4 May 2020. Following this review,
there may be a loss of some or all of the funds that Pendal manages on behalf of the
Westpac Group. As these businesses are currently undergoing a strategic review, it is too
early to determine if there will be any impact on the Westpac Group funds managed by
Pendal. Excluding the expected FUM which is the subject of the FUM withdrawals referred
to above and FUM originating from BT platforms, Pendal currently manages approximately
$14 billion (as at 31 March 2020) for the Westpac Group.

ENDS









For further information:

David Lording Andrew Bowden
Group Head of Media Relations Head of Investor Relations
0419 683 411 T. (02) 8253 4008
M. 0438 284 863


This document has been authorised for release by Tim Hartin, General Manager & Company
Secretary.




Disclaimer

This announcement does not constitute financial product or investment advice and has not been
prepared to take into account the investment objectives, financial circumstances or particular
needs of any investor. Potential investors in either Westpac or Pendal should seek professional
independent advice from their financial advisor or other professional advisor.
This announcement contains forward-looking statements, which can usually be identified by the
use of words such as such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”,
“believe”, “continue”, “objectives”, “outlook”, “guidance” or words of similar effect. These forward-
looking statements are not guarantees or predictions of future performance, and involve known
and unknown risks, uncertainties and other factors, many of which are beyond the control of
Westpac, and which may cause actual outcomes to differ materially from those expressed in the
statements contained in this announcement. Undue reliance should not be placed on these

forward-looking statements. These forward-looking statements are based on information available
to Westpac as of the date of this announcement. Except as required by law or regulation
(including the ASX Listing Rules), Westpac undertakes no obligation to update these forward-
looking statements.

This announcement may not be distributed or released in the United States. This announcement
does not constitute an offer to sell, or the solicitation of an offer to buy, any Pendal shares in the
United States. The Pendal shares may not be offered or sold, directly or indirectly, in the United
States or to, or for the benefit of, any person in the United States unless they have been
registered under the U.S. Securities Act of 1933 (the U.S. Securities Act), or are offered and sold
in a transaction exempt from, or not subject to, the registration requirements of the U.S.
Securities Act, and any other applicable U.S. state securities laws.

ANNEXURE: SELLING RESTRICTIONS

This document does not constitute an offer of ordinary shares (Shares) of Pendal in any jurisdiction in which it
would be unlawful. In particular, this document may not be distributed to any person, and the Shares may not be
offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the
Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of
the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise or register this document
or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Shares
have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the
SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Shares has been or will be issued, or has been or will be in
the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the
contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only
to persons outside Hong Kong or only to professional investors. No person allotted Shares may sell, or offer to sell,
such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the
date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain
independent professional advice.

New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the
Financial Markets Conduct Act 2013 (the FMC Act). The Shares are not being offered or sold in New Zealand (or
allotted with a view to being offered for sale in New Zealand) other than to a person who:
• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the
Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed to
constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The Shares
may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in the
Norwegian Securities Trading Act).

Switzerland
The Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any
other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or
marketing material relating to the Shares constitutes a prospectus or a similar notice, as such terms are understood
under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading
facility in Switzerland.
Neither this document nor any other offering or marketing material relating to the Shares may be publicly distributed
or otherwise made publicly available in Switzerland. The Shares will only be offered to investors who qualify as
"professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient
and not for general circulation in Switzerland.
No offering or marketing material relating to the Shares has been, nor will be, filed with or approved by any Swiss
regulatory authority or authorised review body. In particular, this document will not be filed with, and the offer of
Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial

Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial
Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect
of the Shares.
The Shares may not be offered or sold in the United Kingdom by means of this document or any other document,
except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This
document is issued on a confidential basis in the United Kingdom to "qualified investors" (within the meaning of
Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing section 86(7) of the FSMA). This document
may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any
other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA)
received in connection with the issue or sale of the Shares has only been communicated or caused to be
communicated and will only be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to Westpac.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have
professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of
the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the
categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The
investment to which this document relates is available only to relevant persons. Any person who is not a relevant
person should not act or rely on this document.