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PMI Offering Circular

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PMI Offering Circular OOOFFERINGOFFERING CIRCULAR Macquarie PMI LLC (a limited liability company formed in the State of Delaware ) UUU.U...SSSS....$$$$400,000,000400,000,000 Preferred Membership Interests guaranteed on a limited, subordinated and discretionary basis by Macquarie Group Limited (incorporated with limited liability in Australia ) (ABN 94 122 169 279) The U.S.$400,000,000 Preferred Membership Interests (the PMIsPMIs) will be unsecured and subordinated limited liability company interests of Macquarie PMI LLC (the IssuerIssuer). The PMIs will be Exchanged into fully paid preference shares (the Preference SharesShares) in the capital of Macquarie Group Limited (the GuarantorGuarantor) on the date that falls 25 years after the date on which the PMIs are issued (expected to be 2 December 2010, the Issue DateDate) or earlier in the circumstances as described in the terms and conditions of the PMIs (the PMI TermsTerms) and may be Redeemed by the Issuer prior to any Exchange in certain limited circumstances (see “ Terms and Conditions of the PMIs - clause 4 (“Redemption”) and clause 5 (“Exchange”) ”). The PMIs are not Redeemable or Exchangeable at the option of the holders of the PMIs (PMIPMI HolderHolderssss). The PMIs are non-cumulative and confer a right to distributions (each a DistributionDistribution) for the period commencing on (and including) the Issue Date at the rate of 8.375% per annum (see “ Terms and Conditions of the PMIs - clause 3 (“Distributions”) ”). Subject to the provisions of the PMI Terms relating to the deferral or non-payment thereof (including a discretion being exercised not to make the payment), Distributions will be payable on each PMI semi-annually in arrear on each six calendar month anniversary of the Issue Date commencing on the date falling six calendar months after the Issue Date and until (but excluding) the Redemption Date or Exchange Date for that PMI (see “ Terms and Conditions of the PMIs - clause 3 (“Distributions”) ”). The payments of certain amounts due in respect of the PMIs will be irrevocably guaranteed on a limited, subordinated and discretionary basis by the Guarantor (the GuaranteeGuarantee) (see “ Form of the Guarantee ” and, in particular, the limitations on payment set out in “- clause 5 (“Limitations on Payment”) of the Guarantee). If a discretion has been exercised not to pay a Distribution, then no amount in respect of that Distribution will be payable under the Guarantee. The PMIs are expected to be assigned on issue a credit rating of “BBB” by Standard & Poor’s (Australia) Pty Ltd (S&PS&PS&P), “Baa3” by Moody’s Investors Service Pty Limited (Moody’sMoody’sMoody’s) and “BBB” by Fitch Australia Pty Ltd (FitcFitchFitch).h A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 of Australia (the Australian Corporations ActAct) and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Australian Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Offering Circular and anyone who receives this Offering Circular must not distribute it to any person who is not entitled to receive it. An investment in the PMIPMIss involves certain risks. For a discussion of these risks see “ Risk Factors ”.”.”. Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the SGXSGX-SGX ---STSTSTST) for the listing and quotation of the PMIs on the official list of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the official list of the SGX-ST and quotation of the PMIs on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Guarantor or the PMIs. The PMIs will be traded in a minimum board lot size of S$200,000 (or equivalent in another currency) for so long as the PMIs are listed on the SGX-ST. None of the PMIsPMIs,, the Guarantee or the Preference Shares have been or will be registered underunder the UUnnitnitnitedit ed SSStatesStates Securities Act of 19331933,, as amended (the U.S. Securities Act) or with any securities regulatoryregulatory aauthorityuthority of any state or other jurisdiction of the United StatesStates.. Unless they are so registered, the PMIs may be offered only in transactions that araree exempt from, or not subject to registrationregistration underunder,, the U.S. Securities Act or the securities laws of any other jurisdiction. Accordingly,Accordingly, the PMIs are only being offered outside the United StatesStates iinn reliance on and in accordance with Regulation S under the U.S. Securities Act and in accordance with applicable lawslaws.laws . Prospective investors should read the section entitentitledled “““Subscription and Sale ” for information on restrictions that apply to the purchase and sale of the PMIsPMIs.. The PMIs are not guaranteed or insured by the AusAustraliantralian GGovernment,overnment, the U.S. Federal Deposit InsuranceInsurance CorpoCorporationration or any other government, government agency or insurance or compensation scheme of Australia, the United States or any other jurisdiction. The PMIs are not deposit liabililiabilitiesties of Macquarie Bank Limited (ABN 46 008 583 542) (MBL)(MBL),(MBL) ,,, or of any other entity that the Guarantor controls (as defined in the Australian CorporationsCorporations Act)Act),,,, for the purposes of section 13A13A(3)(3)(3)(3) of the Banking Act 1959 of Australia (the AustralianAustralian Banking AAct)ct) or any similar law of any jurisdiction and are not “protected accounts” of MBL, or of any other entity that the Guarantor controlscontrols,,,, for the purposes of the Australian Banking Act. Each PMI will be issued in registered form and in denominations of U.S.$100,000 and integral multiples of U.S.$1,000 above that amount (in each case, the Principal Amount of a PMI). The PMIs will be initially represented by a global certificate (the GlobalGlobal CertificateCertificate), which will be registered in the name of a nominee of, and deposited with a common depositary for, Euroclear Bank S.A./N.V. (EuroclEuroclearEuroclear)ear and Clearstream Banking, société anonyme (Clearstream,Clearstream, LuxembourgLuxembourg). The Global Certificate will be exchangeable for definitive certificates representing PMIs in registered form (the Definitive CertificatesCertificates) only in certain limited circumstances (see “ Terms and Conditions of the PMIs of the PMIs - clause 2.2 (“Entries in the Register and PMI Certificates”) ”). Joint Lead Managers BofA Merrill Lynch Credit Suisse J.P. Morgan MacquaMacquarierierierie Capital Advisers Limited Co-Managers Barclays Capital Citi HSBC 26 November 2010 The Issuer and the Guarantor (only in relation to information relating to it) accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case), the information (in the case of the Guarantor, relating to it) contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The SGX-ST takes no responsibility for the contents of this Offering Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offering Circular. In this Offering Circular, references to the GuarantorGuarantor and MGL are to Macquarie Group Limited, references to the Group are to the Guarantor together with each entity it controls (as defined in the Australian Corporations Act, and including the Issuer), references to S$S$S$ are to Singapore dollars, references to A$A$A$ and AUD are to Australian dollars, references to U.S. dollarsdollars,dollars USD and UUU.S.$U.S.$ are to United States dollars and references to euro and €€€ are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “ Documents Incorporated by Reference ”). This Offering Circular shall be read and construed on the basis that such documents are incorporated by reference into, and form part of, this Offering Circular. None of the Joint Lead Managers or the Co-Managers (together, the ManagersManagers) nor any Agent (as defined below), any of their respective affiliates, any external advisor to the Issuer or the Guarantor, or any of the foregoing (each an Other PersonPerson) has (unless expressly stated otherwise) independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any Manager or any Agent or Other Person as to the accuracy or completeness of the information contained in or incorporated by reference into this Offering Circular or any other information provided by the Issuer or the Guarantor in connection with the offer of the PMIs under this Offering Circular (the OfferOffer) or the PMIs themselves. None of the Managers nor any Agent or Other Person accepts any liability in relation to the information contained in or incorporated by reference into this Offering Circular or any other information provided by the Issuer or the Guarantor in connection with the Offer or the PMIs.
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