Euro Medium Term Note Programme Documentation
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ASX ANNOUNCEMENT 10 March 2015 APT Pipelines Limited (ASX: AQH) (also for release to APA Group (ASX: APA)) EURO MEDIUM TERM NOTE PROGRAMME DOCUMENTATION APT Pipelines Limited (ASX:AQH) updated the Offering Circular in relation to its Euro Medium Term Note Programme, listed with the Singapore Exchange. A copy of the update is attached. Mark Knapman Company Secretary APT Pipelines Limited For further information please contact: Investor enquiries: Media enquiries: Yoko Kosugi David Symons Telephone: (02) 9693 0049 Telephone: (02) 8306 4244 Mob: 0438 010 332 Mob: 0410 559 184 Email: [email protected] Email : [email protected] About APA Group (APA) APA is Australia’s largest natural gas infrastructure business, owning and/or operating in excess of $12 billion of energy infrastructure assets. Its gas transmission pipelines span every state and territory on mainland Australia, delivering approximately half of the nation’s gas usage. APA has direct management and operational control over its assets and the majority of its investments. APA also holds minority interests in a number of energy infrastructure enterprises including SEA Gas Pipeline, Energy Infrastructure Investments and GDI. APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group. For more information visit APA’s website, www.apa.com.au NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS This announcement and the enclosed document does not constitute nor form part of any offer, solicitation or invitation to sell, issue or subscribe for securities of APT Pipelines Limited in the U.S. or any other jurisdiction. No securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the U.S. or any other jurisdiction. No securities may be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering is being made in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful. Neither this announcement, the enclosed document nor any portion hereof or thereof may be sent or transmitted into the U.S. or any jurisdiction where it is unlawful to do so. Any failure to comply with these restrictions may result in a violation of the Securities Act or the applicable laws of other jurisdictions. No money, securities or other consideration is being solicited by this announcement, the enclosed document or the information contained herein and therein and, if sent in response to this announcement, the enclosed document or the information contained herein and therein, will not be accepted. OFFERING CIRCULAR APT PIPELINES LIMITED (ABN 89 009 666 700) (incorporated with limited liability in Australia) U.S.$5,000,000,000 Euro Medium Term Note Programme Irrevocably and unconditionally guaranteed by Australian Pipeline Limited (ABN 99 091 344 704) in its capacity as trustee and responsible entity of Australian Pipeline Trust (ARSN 091 678 778) and by certain other entities within the Group (each incorporated with limited liability in Australia) On 20 October 2010, APT Pipelines Limited (the Issuer) established a U.S.$5,000,000,000 Euro Medium Term Note Programme (the Programme) and issued an offering circular on that date describing the Programme. An updated offering circular was subsequently issued on 16 November 2012. This Offering Circular supersedes any previous Offering Circular and any supplement thereto. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date of this Offering Circular. Under this Programme, the Issuer may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be guaranteed pursuant to the terms of the guarantee (the Guarantee) contained in the Trust Deed (as defined below) by Australian Pipeline Limited in its capacity as trustee and responsible entity of Australian Pipeline Trust (in that capacity, the Principal Guarantor) and in its capacity as trustee and responsible entity of the APT Investment Trust and by certain other entities within the Group (each an Initial Guarantor, and together with the Principal Guarantor, the Initial Guarantors), subject to the terms of the Trust Deed. The Issuer may from time to time and in accordance with the terms of the Trust Deed and the terms and conditions of the Notes appoint or procure the appointment of any Subsidiary (as defined below) of the Principal Guarantor which is not an Initial Guarantor as an additional guarantor (each such guarantor, an Additional Guarantor)or obtain a release of the guarantee provided by an Initial Guarantor (other than the Principal Guarantor) or an Additional Guarantor in respect of the Notes. The Initial Guarantors together with any Additional Guarantors but excluding any such released guarantors are referred to herein as the Guarantors. The Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes) and will be constituted by an amended and restated trust deed dated 9 March 2015 between the Issuer, the Initial Guarantors and The Bank of New York Mellon (the Trustee)(theTrust Deed). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described below), subject to increase as described in the Programme Agreement. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme”andany additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in and for the listing of and quotation for the Notes which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. There is no assurance that the application to the SGX-ST for the listing of the Notes will be approved. Admission to the Official List of the SGX-ST and the listing and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantors, the subsidiaries and associated companies of the Issuer and the Guarantors, the Programme or such Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST before the date of listing of Notes of such Tranche. The Programme provides that Notes may be listed, quoted or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not quoted or admitted to trading on any market. Notes issued under the Programme may be rated or unrated. Where an issue of a certain series of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme (if any) and (where applicable) such rating will be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see “Subscription and Sale”). The Issuer and the Guarantors may agree with any Dealer and the Trustee that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event, in the case of listed Notes only and if appropriate, a supplemental Offering Circular will be published.