RNS Number : 6879G
Macquarie Bank Limited
25 July 2019
 

MiFID II Product Governance / Professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the PD Debt Instruments has led to the conclusion that: (i) the target market for the PD Debt Instruments is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the PD Debt Instruments to eligible counterparties and professional clients are appropriate.  Any person subsequently offering, selling or recommending the PD Debt Instruments (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the PD Debt Instruments (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

 

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The PD Debt Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, "IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the PD Debt Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the PD Debt Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

 

FINAL TERMS DATED 12 JULY 2019

 

MACQUARIE BANK LIMITED
(ABN 46 008 583 542)

(incorporated with limited liability in the Commonwealth of Australia)

 

Issue of

 

USD 100,000,000

Floating Rate Unsubordinated PD Debt Instruments due 15 July 2021

 

US$25,000,000,000 DEBT INSTRUMENT PROGRAMME

 

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions ("Conditions") set forth in the Base Prospectus dated 13 June 2019 which constitutes a base prospectus (the "Base Prospectus") for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the "Prospectus Directive").  This document constitutes the final terms of a Tranche of PD Debt Instruments described herein ("PD Debt Instruments") for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. 

Full information on the Issuer and the offer of the PD Debt Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus.  The Base Prospectus has been published on the website of the London Stock Exchange in accordance with Article 14 of the Prospectus Directive and is available for viewing on the internet site http://www.macquarie.com/au/about/investors/debt-investors/unsecured-funding and during normal business hours copies may be obtained from the offices of the I&P Agent, Citibank, N.A., London Branch at c/o Citibank, N.A., Dublin Branch, Ground Floor, 1 North Wall Quay, Dublin 1, Ireland.

1.

(i)    Issuer:

Macquarie Bank Limited
(LEI: 4ZHCHI4KYZG2WVRT8631)


2.

(i)    Series Number:

Not Applicable



(ii)  Tranche Number:

Not Applicable


3.

Specified Currency:

United States Dollars ("USD")


4.

Aggregate Nominal Amount:

USD 100,000,000


5.

Issue Price:

100 per cent. of the Aggregate Nominal Amount


6.

Specified Denominations:

USD 200,000

 

 

 

7.

(i)     Issue/Deposit Date:

15 July 2019



(ii)    Interest Commencement Date:

Issue Date


8.

Maturity Date:

15 July 2021


9.

Interest Basis:

3 month LIBOR plus 0.40 per cent. per annum Floating Rate


10.

Default Interest (Condition 5.5(d)):

Not Applicable


11.

Redemption Basis:

Redemption at par


12.

Change of Interest Basis:

Not Applicable


13.

Put / Call Options:

Not Applicable


PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE


14.

Fixed Rate PD Debt Instrument Provisions:

Not Applicable


15.

Floating Rate PD Debt Instrument Provisions:

Applicable (see Condition 5.3)



(i)      Interest Periods:

Each period from (and including) one Interest Payment Date to (but excluding) the next following Interest Payment Date, provided that the first Interest Period shall commence on (and include) the Issue Date and the final Interest Period shall end on (but exclude) the Maturity Date



(ii)      Interest Payment Dates:

Quarterly in arrears on 15 January, 15 April, 15 July and 15 October of each year from (and including) 15 October 2019 to (and including) the Maturity Date subject to adjustment in accordance with the Business Day Convention



(iii)     Business Day Convention:

Modified Following Business Day Convention



(iv)    Relevant Financial           Centre(s):

London and New York



(v)    Manner in which the Interest Rate(s) are to be determined:

Screen Rate Determination



(vi)   Party responsible for calculating the Interest Rate(s) and Interest Amount(s):

Calculation Agent:
Citibank, N.A., London Branch
c/o Citibank, N.A., Dublin Branch,
Ground Floor, 1 North Wall Quay,
Dublin 1, Ireland 



(vii)    ISDA Determination:

Not Applicable



(viii)   Screen Rate Determination:

Applicable



Reference Rate:

LIBOR



          Interest Determination Date:

The date falling two London Business Days prior to the first day of each Interest Period



          Relevant Screen Page:

Reuters Screen Page: LIBOR01 (or any substitute page of Reuters or any other successor)



          Relevant Time:

11.00am London time



          Reference Banks:

None specified (Condition 5.7 will apply)



          Principal Financial Centre: 

London



(ix)    Margin:

Plus 0.40 per cent. per annum



(x)     Minimum Interest Rate:

Not Applicable



(xi)    Maximum Interest Rate:

Not Applicable



(xii)    Day Count Fraction:

Actual/360



(xiii)   Fallback Interest Rate: 

Not Applicable



(xiv)  Representative Amount:

Not Applicable


16.

Zero Coupon PD Debt Instrument Provisions:

Not Applicable


17.

Fixed/Floating Rate Interest Basis Provisions:

Not Applicable


PROVISIONS RELATING TO REDEMPTION


18.

Redemption at Issuer's option (Call):

Not Applicable



 

19.

Redemption at PD Debt Instrument Holder's option (Put):

Not Applicable



 

20.

Final Redemption Amount of each PD Debt Instrument:

Maturity Redemption Amount: The outstanding principal amount of the PD Debt Instruments.


21.

Early Redemption Amount




(i)    Early Redemption Amount (Tax) (Condition 6.4):

Outstanding principal amount together with accrued interest (if any) thereon.



(ii)   Early Redemption Amount (Default) (Condition 9.1):

Outstanding principal amount together with accrued interest (if any) thereon.


GENERAL PROVISIONS APPLICABLE TO THE PD DEBT INSTRUMENTS


22.

Form of PD Debt Instrument:

(i)   Form:

 

Bearer (Condition 1.1).

Temporary Global PD Debt Instrument exchangeable for a Permanent Global PD Debt Instrument upon certification as to non-US beneficial ownership no earlier than 40 days after the completion of distribution of the PD Debt Instruments as determined by the Issuing and Paying Agent, which is exchangeable for Definitive PD Debt Instruments in certain limited circumstances.



(ii)   Type:

Floating Rate PD Debt Instrument


23.

Additional Business Centre:

Not Applicable


 

24.

Talons for future Coupons to be attached to Definitive PD Debt Instruments (and dates on which such Talons mature):

Not Applicable


 

25.

Governing law:

The laws of New South Wales


 

26.

Place for notices:

Condition 18.1 will apply


 

27.

Public Offer:

Not Applicable


 

DISTRIBUTION


 

28.

U.S. Selling Restrictions:

TEFRA: D Rules


 

29.

Prohibition of Sales to EEA Retail Investors:                        

Applicable

 


 

 

CONFIRMED

 

MACQUARIE BANK LIMITED

 

 

 

 

 

 

 

 

By:

 

 

Authorised Person

 

 

PART B - OTHER INFORMATION

 

1.

LISTING AND ADMISSION TO TRADING




(i)    Listing

Application will be made for the PD Debt Instruments to be listed on the Official List of the UK Listing Authority with effect from 15 July 2019



(ii)   Admission to trading:

Application will be made for the PD Debt Instruments to be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from 15 July 2019


2.

RATINGS




Credit Ratings:

The PD Debt Instruments to be issued have not been rated by any rating agency.  However, the Debt Instruments are issued pursuant to Macquarie Bank Limited's U.S.$25 billion Debt Instrument Programme which is rated by rating agencies as follows:

S&P Global Ratings: A / Developing;

Moody's Investors Service: A2 / Stable

Fitch Ratings: A / Stable

 


3.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE


Save for the fees payable to Barclays Bank PLC as a Dealer (as generally discussed in "Subscription and Sale" on pages 108 to 118 of the Base Prospectus dated 13 June 2019), so far as the Issuer is aware, no person involved in the offer of the PD Debt Instruments has an interest material to the offer. 


4.

TOTAL EXPENSES



Estimated total expenses:

GBP 4,725



 

5.

YIELD (Fixed Rate PD Debt Instruments only)



Indication of yield:

Not Applicable


6.

OPERATIONAL INFORMATION




ISIN Code:

XS2027600316



Common Code:

202760031



CUSIP:

Not Applicable



CMU instrument number

Not Applicable



CFI:

Not Applicable



FISN:

Not Applicable



Any clearing system(s) other than Euroclear Bank SA/NV, and Clearstream Banking, S.A. or the CMU Service and the relevant identification number(s):

Luxembourg



Delivery:

Delivery against payment



Issuing and Paying Agent:

Citibank, N.A., London Branch



Additional Paying Agent(s) (if any):

Not Applicable



CMU Lodging Agent:

Not Applicable



Registrar:

Not Applicable



Transfer Agent:

Not Applicable



Common Depositary:

Citibank, N.A., London Branch
c/o Citibank, N.A., Dublin Branch,
Ground Floor, 1 North Wall Quay,

Dublin 1, Ireland



Place of delivery of Definitive PD Debt Instruments:

See clause 4.5(a)(v) of the Agency Agreement


 


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