Cleansing Notice
•
•
•
•
1
PRICING SUPPLEMENT
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia)
Australian Dollar
Debt Issuance Programme
Series No: 195
Tranche No: 1
A$1,250,000,000 Floating Rate Subordinated Notes due 15 January 2035
Issue Price: 100 per cent.
Dealer: Australia and New Zealand Banking Group Limited
The date of this Pricing Supplement is 13 January 2025
2
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the
“SFA”): In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Information Memorandum dated 9 August 2023. This Pricing Supplement contains the final terms of
the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the
Issue Date.
1 Issuer: Australia and New Zealand Banking Group
Limited
2 (i) Series Number: 195
(ii) Tranche Number: 1
(if fungible with an existing Series, include
details of that Series, including the date on
which the Notes become fungible)
3 Specified Currency: Australian Dollars (“A$”)
4 Aggregate Principal Amount:
(i) Tranche: A$1,250,000,000
(ii) Series: A$1,250,000,000
5 (i) Issue Price: 100 per cent. of the Aggregate Principal
Amount
(ii) Net proceeds: A$1,250,000,000
6 Specified Denomination(s) (and
Principal Amount):
A$1,000 in each case as it may be adjusted in
accordance with Condition 7.4
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) unless the offer or invitation
otherwise does not require disclosure to
investors under Part 6D.2 (disregarding
section 708(19)) 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).
7 (i) Issue Date: 15 January 2025
3
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: Interest Payment Date falling on or nearest to
15 January 2035
9 Interest Basis: 3 month BBSW + 1.52 per cent. Floating 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: Call Option
(Further particulars specified below)
13 Status of the Notes: Subordinated Notes
14 Listing: None
15 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions: Not Applicable
17 Floating Rate Note Provisions: Applicable
(i) (a) Interest Period(s): Not Applicable (For the avoidance of doubt
the defined term in Condition 1.1 applies)
(b) Interest Payment Dates: 15 January, 15 April, 15 July and 15 October
in each year commencing on 15 April 2025 up
to, and including, the date on which the
Subordinated Notes are redeemed, subject to
adjustment in accordance with the Business
Day Convention
(c) Interest Period Date if not an
Interest Payment Date:
Not Applicable
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Manner in which the Rate(s) of
Interest is/are to be determined:
BBSW Rate Determination
(iv) Calculation Agent responsible for
calculating the Rate(s) of Interest
and Interest Amount(s):
Australia and New Zealand Banking Group
Limited
(v) Screen Rate Determination: Not Applicable
(vi) Margin(s): +1.52 per cent. per annum
(vii) Minimum Rate of Interest: Not Applicable
4
(viii) Maximum Rate of Interest: Not Applicable
(ix) Rate Multiplier Not Applicable
(x) Day Count Fraction: Actual/365 (fixed)
(xi) Fall back provisions, rounding
provisions, denominator and any
other terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set out
in the Conditions:
Not Applicable
18 Zero Coupon Note Provisions: Not Applicable
19 Linear interpolation: Not Applicable
20 Index Linked Interest Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
21 Call Option: Applicable
Any early redemption will be subject to the
prior written approval of APRA. Subordinated
Noteholders should not expect that APRA’s
approval will be given for any redemption of
Subordinated Notes.
(i) Option Exercise Date(s) (if other
than as set out in the Conditions):
Not Applicable
(ii) Optional Redemption Date(s): 15 January 2030 and every Interest Payment
Date thereafter up to, but excluding, the
Maturity Date, in each case subject to
adjustment in accordance with the Business
Day Convention
The Optional Redemption Date must not be
earlier than 5 years from the Issue Date.
(iii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
Redemption at Par, as it may be adjusted in
accordance with Condition 7.4
(iv) If redeemable in part: Not Applicable
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
22 Put Option: Not Applicable
23 Final Redemption Amount: Par, as it may be adjusted in accordance with
Condition 7.4
24 Early Redemption Amount: Par, as it may be adjusted in accordance with
Condition 7.4
5
Early Redemption Amount(s) payable on
redemption for taxation reasons, or a
Regulatory Event (if applicable, for
Subordinated Notes only) or on Event of
Default and/or the method of calculating the
same (if required or if different from that set
out in the Conditions).
25 Redemption for Regulatory Event
(Subordinated Notes only):
Applicable
Any early redemption will be subject to the
prior written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
26 Redemption for taxation reasons: Any early redemption will be subject to the
prior written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
Condition 6.2(a): Applicable (Note that Condition 6.2(a)
applies automatically).
Condition 6.2(b) (Subordinated Notes
only):
Applicable
Condition 6.2(c) (Subordinated Notes
only):
Applicable
PROVISIONS APPLICABLE TO SUBORDINATED NOTES
27 Subordinated Notes: Applicable
28 Write-Off: Not Applicable
(Where “Not Applicable” is specified at this
paragraph 28, this is without prejudice to the
application of Condition 8.5 where
“Applicable” is specified at paragraph 29)
29 Conversion: Applicable
(i) CD: 1.00%
(ii)
VWAP Period:
5 Business Days
30 Alternative Conversion Number: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
31 Form of Notes: Registered
32 Record Date: 7 days
6
33 Additional Financial Centre(s) (for the
purposes of the “Business Day”
definition) or other special provisions
relating to Interest Payment Dates:
Not Applicable
34 Public Offer Test compliant: Yes
35 Details relating to Instalment Notes,
including Instalment Amount(s) and
Instalment Date(s):
Not Applicable
36 Consolidation provisions: Not Applicable
37 Governing law: State of Victoria and Commonwealth of
Australia
38 Other terms or special conditions: Not Applicable
DISTRIBUTION
39 If syndicated, names of Lead
Managers and the Dealers:
Not Applicable
40 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group
Limited
41 Additional selling restrictions: Selling restrictions are set out in the
Information Memorandum in the section
headed “Subscription and Sale” except that
the “Singapore” sub-section is replaced with
the following:
Singapore
This Information Memorandum has not been
registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this
Information Memorandum or any other
document or material in connection with the
offer or sale, or invitation for subscription or
purchase, of the Notes, may not be circulated
or distributed, nor may the Notes be offered
or sold, or be made the subject of an
invitation for subscription or purchase,
whether directly or indirectly, to any person in
Singapore other than (i) to an institutional
investor (as defined in Section 4A of the
Securities and Futures Act 2001 of
Singapore, as modified or amended from time
to time (the "SFA")) pursuant to Section 274
of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to
and in accordance with the conditions
specified in Section 275 of the SFA.
OPERATIONAL INFORMATION
42 ISIN: AU3FN0094793
7
43 Common Code: 297546023
44 Any clearing system(s) other than
Austraclear and the relevant
identification number(s):
The Securities will be lodged in the
Austraclear system. Securities may also be
held and transacted in the Euroclear and
Clearstream systems.
RATINGS
A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may
be subject to revision or withdrawal at any time by the assigning rating organisation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
By: ....................................................
Signed by Adrian Went, Group Treasurer as attorney under power of attorney dated 24
November 2022 in accordance with section 126(1) of the Corporations Act 2001 (Cth)
1
PRICING SUPPLEMENT
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia)
Australian Dollar
Debt Issuance Programme
Series No: 194
Tranche No: 1
A$500,000,000 Fixed to Floating Rate Subordinated Notes due 15 January 2035
Issue Price: 100 per cent.
Dealer: Australia and New Zealand Banking Group Limited
The date of this Pricing Supplement is 13 January 2025
2
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the
“SFA”): In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Information Memorandum dated 9 August 2023. This Pricing Supplement contains the final terms of
the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the
Issue Date.
1 Issuer: Australia and New Zealand Banking Group
Limited
2 (i) Series Number: 194
(ii) Tranche Number: 1
(if fungible with an existing Series, include
details of that Series, including the date on
which the Notes become fungible)
3 Specified Currency: Australian Dollars (“A$”)
4 Aggregate Principal Amount:
(i) Tranche: A$500,000,000
(ii) Series: A$500,000,000
5 (i) Issue Price: 100 per cent. of the Aggregate Principal
Amount
(ii) Net proceeds: A$500,000,000
6 Specified Denomination(s) (and
Principal Amount):
A$1,000 in each case as it may be adjusted in
accordance with Condition 7.4
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) unless the offer or invitation
otherwise does not require disclosure to
investors under Part 6D.2 (disregarding
section 708(19)) 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).
7 (i) Issue Date: 15 January 2025
3
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: Interest Payment Date falling on or nearest to
15 January 2035
9 Interest Basis: From, and including, the Issue Date to, but
excluding, 15 January 2030: 5.545 per cent.
Fixed Rate
From, and including, 15 January 2030 to, but
excluding, the Maturity Date: 3 month BBSW
+ 1.52 per cent. Floating Rate
(Further particulars specified below)
10 Redemption/Payment Basis: Redemption at Par
11 Change of Interest or
Redemption/Payment Basis:
Applicable
From, and including, the Issue Date to, but
excluding, 15 January 2030: Fixed Rate
From, and including, 15 January 2030 to, but
excluding, the Maturity Date: Floating Rate
(Further particulars specified below)
12 Put/Call Options: Call Option
(Further particulars specified below)
13 Status of the Notes: Subordinated Notes
14 Listing: None
15 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions: Applicable from, and including, the Issue Date
to, but excluding, 15 January 2030
(i) Rate of Interest: 5.545 per cent. Per annum payable semi-
annually in arrear in respect of the period
from, and including, the Issue Date to, but
excluding, 15 January 2030
(ii) Interest Payment Date(s): 15 January and 15 July in each year
commencing on 15 July 2025 up to, and
including, 15 January 2030, subject to
adjustment for payment purposes only in
accordance with the Business Day
Convention
(iii) Fixed Coupon Amount: Not Applicable
(iv) Broken Amount(s): Not Applicable
4
(v) Business Day Convention: Following Business Day Convention
(vi) Day Count Fraction: RBA Bond Basis
(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:
Not Applicable
17 Floating Rate Note Provisions: Applicable from, and including, 15 January
2030 to, but excluding, the Maturity Date
(i) (a) Interest Period(s): Not Applicable (For the avoidance of doubt
the defined term in Condition 1.1 applies)
(b) Interest Payment Dates: 15 January, 15 April, 15 July and 15 October
in each year commencing on 15 April 2030 up
to, and including, the date on which the
Subordinated Notes are redeemed, subject to
adjustment in accordance with the Business
Day Convention
(c) Interest Period Date if not an
Interest Payment Date:
Not Applicable
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Manner in which the Rate(s) of
Interest is/are to be determined:
BBSW Rate Determination
(iv) Calculation Agent responsible for
calculating the Rate(s) of Interest
and Interest Amount(s):
Australia and New Zealand Banking Group
Limited
(v) Screen Rate Determination: Not Applicable
(vi) Margin(s): +1.52 per cent. per annum
(vii) Minimum Rate of Interest: Not Applicable
(viii) Maximum Rate of Interest: Not Applicable
(ix) Rate Multiplier Not Applicable
(x) Day Count Fraction: Actual/365 (fixed)
(xi) Fall back provisions, rounding
provisions, denominator and any
other terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set out
in the Conditions:
Not Applicable
18 Zero Coupon Note Provisions: Not Applicable
19 Linear interpolation: Not Applicable
20 Index Linked Interest Note Provisions: Not Applicable
5
PROVISIONS RELATING TO REDEMPTION
21 Call Option: Applicable
Any early redemption will be subject to the
prior written approval of APRA. Subordinated
Noteholders should not expect that APRA’s
approval will be given for any redemption of
Subordinated Notes.
(i) Option Exercise Date(s) (if other
than as set out in the Conditions):
Not Applicable
(ii) Optional Redemption Date(s): 15 January 2030 and every Interest Payment
Date thereafter up to, but excluding, the
Maturity Date, in each case subject to
adjustment in accordance with the Business
Day Convention
The Optional Redemption Date must not be
earlier than 5 years from the Issue Date.
(iii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
Redemption at Par, as it may be adjusted in
accordance with Condition 7.4
(iv) If redeemable in part: Not Applicable
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
22 Put Option: Not Applicable
23 Final Redemption Amount: Par, as it may be adjusted in accordance with
Condition 7.4
24 Early Redemption Amount:
Early Redemption Amount(s) payable on
redemption for taxation reasons, or a
Regulatory Event (if applicable, for
Subordinated Notes only) or on Event of
Default and/or the method of calculating the
same (if required or if different from that set
out in the Conditions).
Par, as it may be adjusted in accordance with
Condition 7.4
25 Redemption for Regulatory Event
(Subordinated Notes only):
Applicable
Any early redemption will be subject to the
prior written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
26 Redemption for taxation reasons: Any early redemption will be subject to the
prior written approval of APRA.
6
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
Condition 6.2(a): Applicable (Note that Condition 6.2(a)
applies automatically).
Condition 6.2(b) (Subordinated Notes
only):
Applicable
Condition 6.2(c) (Subordinated Notes
only):
Applicable
PROVISIONS APPLICABLE TO SUBORDINATED NOTES
27 Subordinated Notes: Applicable
28 Write-Off: Not Applicable
(Where “Not Applicable” is specified at this
paragraph 28, this is without prejudice to the
application of Condition 8.5 where
“Applicable” is specified at paragraph 29)
29 Conversion: Applicable
(i) CD: 1.00%
(ii) VWAP Period: 5 Business Days
30 Alternative Conversion Number: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
31 Form of Notes: Registered
32 Record Date: 7 days
33 Additional Financial Centre(s) (for the
purposes of the “Business Day”
definition) or other special provisions
relating to Interest Payment Dates:
Not Applicable
34 Public Offer Test compliant: Yes
35 Details relating to Instalment Notes,
including Instalment Amount(s) and
Instalment Date(s):
Not Applicable
36 Consolidation provisions: Not Applicable
37 Governing law: State of Victoria and Commonwealth of
Australia
38 Other terms or special conditions: Not Applicable
7
DISTRIBUTION
39 If syndicated, names of Lead
Managers and the Dealers:
Not Applicable
40 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group
Limited
41 Additional selling restrictions: Selling restrictions are set out in the
Information Memorandum in the section
headed “Subscription and Sale” except that
the “Singapore” sub-section is replaced with
the following:
Singapore
This Information Memorandum has not been
registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this
Information Memorandum or any other
document or material in connection with the
offer or sale, or invitation for subscription or
purchase, of the Notes, may not be circulated
or distributed, nor may the Notes be offered
or sold, or be made the subject of an
invitation for subscription or purchase,
whether directly or indirectly, to any person in
Singapore other than (i) to an institutional
investor (as defined in Section 4A of the
Securities and Futures Act 2001 of
Singapore, as modified or amended from time
to time (the "SFA")) pursuant to Section 274
of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to
and in accordance with the conditions
specified in Section 275 of the SFA.
OPERATIONAL INFORMATION
42 ISIN: AU3CB0317162
43 Common Code: 297545914
44 Any clearing system(s) other than
Austraclear and the relevant
identification number(s):
The Securities will be lodged in the
Austraclear system. Securities may also be
held and transacted in the Euroclear and
Clearstream systems.
RATINGS
8
A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may
be subject to revision or withdrawal at any time by the assigning rating organisation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
By: ..........
Signed by Adrian Went, Group Treasurer as attorney under power of attorney dated 24
November 2022 in accordance with section 126(1) of the Corporations Act 2001 (Cth)
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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