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For Personal Use Only Use Personal For To Company Announcements Office Facsimile 1300 135 638 Company ASX Limited Date 1 December 2011 From Helen Hardy Pages 116 ORIGIN MAKES INITIAL $800M ALLOCATION OF SUBORDINATED NOTES AND Subject OPENS SHAREHOLDER OFFER AND GENERAL OFFER Please find attached a release on the above subject. Regards Helen Hardy Company Secretary 02 8345 5023 – [email protected] For personal use only Origin Energy Limited ACN 000 051 696 • Level 45 Australia Square, 264-278 George Street, Sydney NSW 2000 GPO Box 5376, Sydney NSW 2001 • Telephone (02) 8345 5000 • Facsimile (02) 9252 1566 • www.originenergy.com.au ASX/Media Release 1 December 2011 Origin makes initial $800m allocation of Subordinated Notes and opens Shareholder Offer and General Offer Origin Energy Limited (Origin) today announced the successful completion of the Bookbuild for its recently launched offer of Origin Energy Subordinated Notes (Notes). • $800 million of Notes allocated through the Bookbuild • Margin set at 4.00% per annum • Broker Firm Offer, Shareholder Offer and General Offer open today • Replacement Prospectus lodged with ASIC Following very strong demand for the Offer, Origin has allocated $800 million of Notes through the Bookbuild and has set the Margin at 4.00% per annum. The final size of the Offer will depend on the volume of applications received under the Shareholder Offer and General Offer. Notes will mature on 22 December 2071, unless redeemed earlier. Holders of Notes are entitled to receive quarterly floating rate interest payments (subject to deferral at Origin's discretion or in certain circumstances mandatorily) equal to the sum of the Bank Bill Rate plus the Margin. Based on the current Bank Bill Rate1, the initial interest rate will be approximately 8.60% per annum2. Origin Executive Director, Finance and Strategy, Ms Karen Moses said, “The Offer has been very well supported by institutions and brokers, reflecting continued strong support of Origin by both debt and equity investors. As a result, we have made a firm allocation of $800 million of Notes through the Bookbuild, which is significantly above the initial Offer size of $500 million. “We are pleased to now open the offer to our shareholders in Australia and New Zealand and to the general public in Australia,” Ms Moses said. As announced on 15 November 2011, the proceeds of the Offer will be used for general corporate purposes, in particular to assist in funding Origin’s contribution to the Australia Pacific LNG project. The Offer forms part of Origin’s ongoing capital management strategy. The Offer opens today comprising: • A Broker Firm Offer, open to all Australian resident retail clients of Syndicate Brokers who have received a firm allocation through the Bookbuild; For personal use only • A Shareholder Offer, open to Origin shareholders with a registered address in Australia or New Zealand (Eligible Shareholders) at 7:00pm (Sydney time) on 14 November 2011; and 1 90 day Bank Bill Rate of 4.5983% as at 30 November 2011. 2 The actual initial Interest Rate will be calculated on the Issue Date. See clause 3.2 of the Terms in the Replacement Prospectus. 1/3 Origin Energy Limited ABN 30 000 051 696 • Level 45 Australia Square, 264-278 George Street, Sydney NSW 2000 GPO Box 5376, Sydney NSW 2001 • Telephone (02) 8345 5000 • Facsimile (02) 9252 1566 • www.originenergy.com.au • A General Offer which is open to members of the general public resident in Australia. Origin will endeavour to provide applicants under the Shareholder Offer with an allocation of at least $5,000 worth of Notes. A Replacement Prospectus (attached to this announcement) was lodged with the Australian Securities and Investments Commission (ASIC) today. A copy of the Replacement Prospectus, including a personalised Application Form for Eligible Shareholders, can be obtained by contacting the Origin Offer Information Line (details below) or visiting the website at www.originoffer.com.au. For investor enquiries, please contact the Origin Offer Information Line on 1300 664 446 or +61 2 8280 7155 (Monday to Friday – 8:30am to 5:30pm Sydney time) or visit www.originoffer.com.au. UBS has been appointed as Arranger and Joint Lead Manager for the Offer. ANZ Securities, Commonwealth Bank, Macquarie Capital and National Australia Bank have also been appointed as Joint Lead Managers. Key dates for the Offer Date Announcement of the Margin and lodgement of the 1 December 2011 Replacement Prospectus with ASIC Closing Date for the Shareholder Offer and General Offer 5.00pm on 14 December 2011 Closing Date for the Broker Firm Offer 10.00 am Sydney time on 21 December 2011 Issue Date 22 December 2011 Notes begin trading on ASX (on a deferred settlement basis) 23 December 2011 Holding Statements despatched By 28 December 2011 Notes begin trading on ASX (on a normal settlement basis) 29 December 2011 First Interest Payment Date 22 March 2012 The key dates and times for the Offer are indicative only and may change without notice. Capitalised terms in this release have the meaning given to them in the Prospectus. For further information please contact: Media Lina Melero General Manager Corporate Communication Ph: 02 8345 5217 For personal use only Mobile: 0427 017 798 Investors Angus Guthrie Group Manager Investor Relations Ph: 02 8345 5558 Mobile: 0417 864 255 2/3 Notice This notice is not an offer of, or an invitation to apply for, Notes. The offer of Notes will be made in, or accompanied by, a copy of the Replacement Prospectus. Anyone wishing to apply for Notes should consider the Replacement Prospectus and will need to complete the Application Form in, or accompanying, that prospectus. The Replacement Prospectus will be able to be downloaded within Australia and New Zealand at www.originoffer.com.au or by calling the Origin Offer Information Line on 1300 664 446 or +61 2 8280 7155 (Monday to Friday - 8.30am to 5.30pm Sydney time). U.S. restrictions This ASX/Media Release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. This ASX/Media Release may not be distributed or released in the United States. Notes have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as that term is defined in Regulation S of the U.S. Securities Act) except in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. For personal use only 3/3 Origin Energy Limited (ABN 30 000 051 696) Prospectus Origin EnErgy subOrdinatEd nOtEs Prospectus relating to an offer of Origin Energy Subordinated Notes at $100 each to raise $800 million with the ability to raise more or less For personal use only Arranger Joint Lead Managers Co-Managers UBS ANZ Securities Bell Potter Commonwealth Bank JBWere Macquarie Morgan Stanley Smith Barney National Australia Bank RBS Morgans UBS Westpac important notices This Prospectus Authority, Wellington, New Zealand. The Australian Time This Prospectus is dated and was lodged with and New Zealand regulators will work together Unless otherwise stated or implied, references the Australian Securities and Investments to settle your complaint. The taxation treatment to times in this Prospectus are to Sydney time. Commission (“ASIC”) and with the New Zealand of Australian securities is not the same as for Companies Office (“NZCO”) on 1 December 2011. New Zealand securities. If you are uncertain about Disclaimer This is a replacement prospectus that replaces whether this investment is appropriate for you, you No person is authorised to give any information the prospectus dated and lodged with ASIC on should seek the advice of an appropriately qualified or to make any representation in connection with 15 November 2011 (“Original Prospectus”) and financial adviser. the Offer described in this Prospectus which is not the prospectus dated and lodged with ASIC on The Offer may involve a currency exchange risk. contained in this Prospectus. You should rely only on 29 November 2011 (“Replacement Prospectus”). This The currency for the securities is not New Zealand information in this Prospectus. Prospectus expires on the date which is 13 months dollars. The value of the securities will go up or Except as required by law, and only to the extent after 15 November 2011 (“Expiry Date”) and no Origin down according to changes in the exchange rate so required, neither Origin nor any other person Energy Subordinated Notes (“Notes”) will be issued between that currency and New Zealand dollars. warrants or guarantees the future performance on the basis of this Prospectus after the Expiry Date. These changes may be significant. If you expect the of Origin, or any return on any investment made Neither ASIC, ASX nor NZCO takes any responsibility securities to pay any amounts in a currency that is pursuant to this Prospectus. for the contents of this Prospectus or the merits of not New Zealand dollars, you may incur significant Reserves disclosure the investment to which this Prospectus relates. fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. The statements in this Prospectus relating to This Prospectus is available to Australian reserves and resources have been compiled by If the securities are able to be traded on a securities investors and Eligible Shareholders within Andrew Mayers, a full-time employee of Origin, market and you wish to trade the securities through Australia and New Zealand in electronic form at and all information is consistent with the Origin that market, you will have to make arrangements www.originoffer.com.au.
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