Bendigo and Adelaide Bank Capital Notes Replacement Prospectus
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CAPITAL NOTES PROSPECTUS AND CPS2 REINVESTMENT OFFER INFORMATION 5 November 2020 Prospectus for the issue of Capital Notes to raise $450 million with the ability to raise more or less Issuer: Bendigo and Adelaide Bank Limited ABN 11 068 049 178 | AFSL 237879 Arranger: Westpac Institutional Bank Joint Lead Managers: National Australia Bank Limited, Ord Minnett Limited, UBS AG, Australia Branch and Westpac Institutional Bank Co-Managers: Bell Potter Securities Limited, Crestone Wealth Management Limited, JBWere Limited and Shaw and Partners Limited II BENDIGO AND ADELAIDE BANK LIMITED Important Notices About this Prospectus Defined words and expressions and downloading, or printing, the This Prospectus relates to the Offer by Some capitalised words and expressions electronic Prospectus in Australia; Bendigo and Adelaide Bank Limited (ABN used in this Prospectus have defined • you must access and download the 11 068 049 178) (“BEN” or the “Bank”) of meanings. The Glossary in Appendix B electronic Prospectus in full; and Capital Notes (“Capital Notes”) at an Issue defines these words and expressions. • your Application will only be valid Price of $100 each to raise $450 million, where you have completed an Definitions specific to Capital Notes are with the ability to raise more or less. online Application Form available in clause 15 of the Capital Notes Terms in at www.BendigoCNoffer.com.au This Prospectus is dated 5 November Appendix A. If there is any inconsistency during the Offer Period. By lodging 2020 and was lodged with the in definitions between the Prospectus and an Application, you declare that you Australian Securities and Investments the Capital Notes Terms, the definitions were given access to the electronic Commission (“ASIC”) on that date. This in clause 15 of the Capital Notes Terms Prospectus together with the is a replacement prospectus which prevail. In this Prospectus, the singular Application Form. replaces the prospectus dated and includes the plural and vice versa. lodged with ASIC on 28 October 2020 Online Application Forms will be made (“Original Prospectus”). ASIC and ASX References to times in this Prospectus available during the Offer Period. Limited (“ASX”) take no responsibility for are to the time in Melbourne, Victoria, the contents of this Prospectus nor for Australia unless otherwise stated. A For Applications for Capital Notes the merits of the investment to which this reference to $, A$, dollars and cents is pursuant to the Securityholder Offer, Prospectus relates. to Australian currency unless otherwise Application Payments can only be stated. Unless otherwise stated, all figures made by BPAY®. You must contact your This Prospectus expires on the date have been rounded to two decimal Syndicate Broker for information on how which is 13 months after the date of the places (other than figures in Section 5, to apply through the Broker Firm Offer. Original Prospectus (“Expiry Date”) and no which have been rounded to one decimal Capital Notes will be issued on the basis place). Applications for Capital Notes of this Prospectus after the Expiry Date. Applications for Capital Notes under this Governing law Prospectus may only be made during the Capital Notes are not deposit This Prospectus and the contracts which Offer Period (although BEN reserves the liabilities of BEN arise on acceptance of the Application right to accept late Applications either Capital Notes are not deposit liabilities Forms are governed by the law applicable generally or in particular cases), and of BEN and are not protected accounts in Victoria, Australia and each Applicant pursuant to an Application Form attached for the purposes of the depositor submits to the non-exclusive jurisdiction of to or accompanying the electronic protection provisions in Division 2 of the courts of Victoria, Australia. Prospectus. Part II of the Banking Act 1959 (Cth) (“Banking Act”) or of the Financial Claims Exposure Period For information on who is eligible to Scheme established under Division Under the Corporations Act, BEN was apply for Capital Notes under the Offer 2AA of Part II of the Banking Act and prohibited from processing Applications and how to make an Application see are not guaranteed or insured by any in the seven day period after the date Section 4. government, government agency or on which the Original Prospectus was ASX quotation compensation scheme of Australia or lodged with ASIC. This period is referred any other jurisdiction. Capital Notes are to as the Exposure Period. The purpose BEN has applied for Capital Notes to issued by BEN under the Capital Notes of the Exposure Period was to enable be quoted on ASX. Capital Notes are Terms and Holders have no claim on the Original Prospectus to be examined expected to trade under ASX code BEN except as provided in the Capital by market participants before the raising “BENPH”. Notes Terms. Capital Notes are complex of funds. Applications received during Providing personal information and may not be suitable for all investors. the Exposure Period were not processed The investment performance of Capital until after the expiry of the Exposure You will be asked to provide personal Notes is not guaranteed by BEN. The Period. No preference was conferred on information to BEN (directly or via its risks associated with investing in these Applications received during the Exposure agents) if you apply for Capital Notes. securities could result in the loss of your Period. See Section 4.4 and Section 8.11 for investment. Information about the risks information on how BEN (and its agents) associated with investing in Capital Notes How to obtain a Prospectus and collect, hold and use this personal is detailed in Section 6. Application Form information. This Prospectus can be obtained Restrictions on distribution Capital Notes are unsecured notes electronically from www.BendigoCNoffer. for the purposes of section 283BH com.au. If you access an electronic This Prospectus does not constitute of the Corporations Act 2001 (Cth) copy of this Prospectus, the following an offer in any place in which, or to any (“Corporations Act”). conditions apply: person to whom, it would not be lawful to make such an offer. As at the date • this Prospectus is only available of this Prospectus, no action has been to residents of Australia accessing taken to register or qualify Capital Notes CAPITAL NOTES PROSPECTUS AND CPS2 REINVESTMENT OFFER INFORMATION 3 or the Offer or to otherwise permit a “estimates”, “expects”, “intends” and • seek professional investment advice public offering of Capital Notes outside other similar words that involve risks and from your financial adviser or other Australia. uncertainties. professional adviser. The distribution of this Prospectus and Any forward-looking statements are Except for any liability which cannot the Offer or sale of Capital Notes may be subject to various risk factors that be excluded by law, each Joint Lead restricted by law in certain jurisdictions. could cause actual circumstances or Manager, its respective directors, officers, Persons who receive this Prospectus outcomes to differ materially from the employees and advisers expressly outside Australia must inform themselves circumstances or outcomes expressed, disclaims and does not accept any about and observe all such restrictions. implied or anticipated in these responsibility or liability for the contents Failure to comply with these restrictions statements. Forward-looking statements of the Prospectus, the Capital Notes or may violate securities laws. should be read in conjunction with the risk the Offer. factors as set out in Section 6 and other Diagrams This Prospectus may not be distributed information in this Prospectus. or released, in whole or in part, in the The diagrams used in this Prospectus are United States. Neither Capital Notes nor The financial information provided in this illustrative only. They may not necessarily the Ordinary Shares have been or will Prospectus is for information purposes be shown to scale. The diagrams are be registered under the United States only and is not a forecast of performance based on information which is current as Securities Act of 1933, as amended ("US to be expected in future periods. Past at the date of this Prospectus. Securities Act") or the securities laws of performance and trends should not be any state of the United States, and they relied upon as being indicative of future No cooling-off rights may not be offered or sold in the United performance and trends. Investors should note that no cooling- States. Capital Notes are being offered off rights (whether by law or otherwise) and sold in the Offer solely outside the This Prospectus does not provide apply to an Application for Capital Notes. United States pursuant to Regulation S financial product or investment This means that, in most circumstances, under the US Securities Act. advice - you should seek your own you cannot withdraw your Application professional investment advice. once it has been lodged, except as See Section 8.9 for further information. The Offer, and the information in this permitted under the Corporations Act. Prospectus, does not take into account No representations other than in this Enquiries your investment objectives, financial Prospectus situation and particular needs (including If you are considering applying for Capital You should rely only on information in financial and tax issues) as an investor. Notes under the Offer, this document this Prospectus. No person is authorised It is important that you read the entire is important and should be read in its to provide any information or to make Prospectus before deciding whether to entirety. any representation in connection with apply for Capital Notes. the Offer that is not contained in this If you have any questions in relation Prospectus. This Prospectus also contains information to the Offer, please call the Capital in relation to (amongst other things) the Notes Information Line on 1800 646 042 Any information or representation not Reinvestment Offer which involves the (within Australia) or +61 3 5485 6393 contained in this Prospectus may not be Nominated Purchaser.