ANZ

The ANZ website contains the following categories:

The About ANZ category contains the following sections:

ANZ StEPS
Exchange

What is Exchange?

Exchange is a process through which you receive, at ANZ's choice, a number of Ordinary shares or $100.00 cash for each of your ANZ StEPS.

Right to Exchange are determined by the Preference Share component of your ANZ StEPS. If an Assignment Event occurs and ANZ StEPS are 'unstapled', your rights to Exchange continue to apply to your Preference Shares.

When can Exchange occur?

Exchange can occur in two circumstances:
  • If you, as a Holder, require Exchange;
  • If ANZ requires you to Exchange.

When can you require Exchange?

You can require Exchange by sending a notice to ANZ:
  • At least 35 Business Days, but not more than three months, before a Reset Date; or
  • Within 20 Business Days after notice of a Trigger Event is given by ANZ.
ANZ will make available to you a form of notice which you can use to require Exchange.

What happens if you require Exchange?

If you require Exchange of some or all of your ANZ StEPS, ANZ (at its choice) must do one of the following to each ANZ StEPS covered by the notice that you send:
  • Convert ANZ StEPS into a number of Ordinary Shares calculated in accordance with the Conversion Ratio;
  • Arrange for a third party to acquire each of your ANZ StEPS for $100.00 cash and deliver to you the cash proceeds; or
  • Repurchase each of your ANZ StEPS for $100.00 cash (subject to APRA's approval).
ANZ may Exchange using a combination of the three methods of Exchange. If ANZ chooses to Convert or Repurchase your ANZ StEPS, an Assignment Event occurs and the Note component of your ANZ StEPS is assigned to ANZ Capital Funding Pty Ltd. Your Preference Shares will then Convert or be Repurchased as mentioned above. If ANZ Repurchases the Preference Shares, ANZ may choose whether this is done by redemption, buy-back, transfer to an entity of ANZ or cancellation.

What is a Trigger Event?

A Trigger Event is:
  • Non-payment in full of a Distribution within 20 Business Days after a Distribution Payment Date (except if the payment Tests are not satisfied);
  • A Liquidation Event;
  • An Acquisition Event;
  • The suspension of ANZ StEPS, Preference Shares or Ordinary Shares from trading on ASX for more than 20 consecutive Business Days; or
  • An announcement by ANZ of its intention to sell all, or substantially all, of its business undertaking or assets (except in the case of a solvent reconstruction or where ANZ will retain the majority interest after the sale).

What happens if ANZ requires Exchange?

If ANZ requires Exchange you will receive for each ANZ StEPS Exchanged either, at ANZ's choice:
  • A number of Ordinary Shares calculated in accordance with the conversion Ratio; or
  • $100.00 cash (subject to APRA's approval).
If an Assignment Event occurs and ANZ StEPS are 'unstapled', ANZ's right to require Exchange continue to apply to your Preference Shares.

When can ANZ require Exchange?

  • After an Acquisition Event;
  • After a Tax Event;
  • After a regulatory Event;
  • By giving you notice at least 30 Business Days (but no more than six months) before any Reset Date; or
  • If the aggregate Issue Price of all ANZ StEPS on issue is less than $100 million.

What is a Liquidation Event?

A Liquidation Event is an Ordinary insolvency-type event (for example, a winding-up or appointment of a liquidator) in relation to ANZ or ANZ (NZ).

What is an Acquisition Event?

An Acquisition Event occurs when a person obtains a majority ownership interest in ANZ as a result of a takeover bid or scheme of arrangement, or the Directors recommend acceptance of a takeover bid for ANZ.

What is a Tax Event?

A Tax Event occurs when ANZ receives advice that:
  • ANZ StEPS will cause a more than insubstantial risk to ANZ, ANZ (NZ) or any Holder that they will suffer a more than nominal additional cost because of an increase in a tax or any other government charge, or any payment of interest will not be deductible for ANZ (NZ); and
  • The risk will be caused by legal, regulatory, interpretation or administrative changes that become effective on or after the Allotment Date.

What is a Regulatory Event?

A Regulatory Event occurs when:
  • ANZ becomes aware of legal, regulatory, administrative or interpretation changes that become effective or are announced on or after the Allotment Date that would impose unacceptable conditions on ANZ if ANZ StEPS remain on issue: or
  • ANZ believes there is a risk that ANZ StEPS or the Preference Share component of ANZ StEPS will no longer be classified Tier 1 Capital (on a Level 1, Level 2 or Level 3 basis) by APRA.

What is the Conversion Ratio?

The conversion Ratio is the calculation used to determine the number of Ordinary Shares that you will receive on Conversion of the Preference Share component of your ANZ StEPS to Ordinary Shares.

The Conversion Ratio is based on the Issue Price of $100.00 and is calculated by reference to the average of the daily volume weighted average sale prices of Ordinary shares sold on ASX (also know as VWAP) during a 20 Business Day period before, in most circumstances, the Exchange Date.

The Conversion Ratio includes a 2.5% discount to the VWAP, which is called the Conversion Discount.