Prospectus and RPS Reinvestment Offer Information
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Bendigo and Adelaide Bank and Bendigo Prospectus and RPS Reinvestment Offer Information Prospectus and RPS – Reinvestment Offer Information Prospectus for the issue of Convertible Preference Shares to raise $210 million with the ability to raise more or less Relevant. Issuer: Bendigo and Adelaide Bank Limited | ABN 11 068 049 178 | AFSL 237879 Connected. Arranger: Macquarie Capital (Australia) Limited Joint Lead Managers: Evans and Partners Pty Limited, J.P. Morgan Australia Limited, Valued. Macquarie Capital (Australia) Limited, Morgan Stanley Australia Securities Limited IMPORTANT NOTICES www.BendigoCPSoffer.com.au or by No representations other than calling the CPS Information Line on in this Prospectus About this Prospectus 1300 318 082 (within Australia) or You should rely only on information in this This Prospectus relates to the Offer by Bendigo +61 3 9415 4866 (International). Prospectus. No person is authorised to provide and Adelaide Bank Limited (ABN 11 068 049 178) The Corporations Act prohibits any person any information or to make any representation (“Bendigo and Adelaide Bank” or the “Bank”) from passing the Application Form on to in connection with the Offer that is not of Convertible Preference Shares (“CPS”) at an another person unless it is attached to contained in this Prospectus. Issue Price of $100 each to raise approximately or accompanied by a printed copy of this $210 million, with the ability to raise more Any information or representation not contained Prospectus or the complete and unaltered or less. in this Prospectus may not be relied upon electronic version of this Prospectus. as having been authorised by Bendigo and This Prospectus is dated 2 October 2012 and Adelaide Bank in connection with the Offer. was lodged with the Australian Securities and Electronic access to Prospectus Investments Commission (“ASIC”) on that date. The following conditions apply if this The pro-forma financial information provided This is a replacement prospectus that replaces Prospectus is accessed electronically in this Prospectus is for information purposes the prospectus dated and lodged with ASIC at www.BendigoCPSoffer.com.au: only and is not a forecast of operating results on 24 September 2012 (“Original Prospectus”). • you must download the entire Prospectus; to be expected in future periods. ASIC and ASX Limited (“ASX”) take no responsibility • your Application will only be considered where This Prospectus contains forward looking for the contents of this Prospectus nor for you have applied on an Application Form that statements which are identified by words such the merits of the investment to which this was attached to or accompanied by a copy as “may”, “could”, “believes”, “estimates”, Prospectus relates. of the Prospectus; and “expects”, “intends” and other similar words This Prospectus expires on the date which that involve risks and uncertainties. Any forward • the Prospectus is available electronically looking statements are subject to various risk is 13 months after the date of the Original to you only if you are accessing and Prospectus (“Expiry Date”) and no CPS will factors that could cause actual circumstances downloading or printing the electronic copy or outcomes to differ materially from the be issued on the basis of this Prospectus of the Prospectus in Australia. after the Expiry Date. circumstances or outcomes expressed, Applications for CPS implied or anticipated in these statements. CPS are not deposit liabilities of Applications for CPS under this Prospectus may Forward looking statements should be read Bendigo and Adelaide Bank only be made during the Offer Period (although in conjunction with the risk factors set out CPS are not deposit liabilities of Bendigo Bendigo and Adelaide Bank reserves the right in Section 6 and other information contained and Adelaide Bank and are not protected to accept late Applications either generally in this Prospectus. accounts for the purposes of the depositor or in particular cases), and pursuant to an This Prospectus does not provide financial protection provisions in Division 2 of Part Application Form attached to or accompanying product or investment advice – you should II of the Banking Act 1959 (Cth) (“Banking this Prospectus. seek your own professional investment advice Act”) or of the Financial Claims Scheme For information on who is eligible to apply established under Division 2AA of Part II of The Offer, and the information in this for CPS under the Offer and how to make an Prospectus, does not take into account your the Banking Act and are not guaranteed or Application see Section 4. insured by any government, government agency investment objectives, financial situation and or compensation scheme of Australia or any ASX quotation and Issue Date particular needs (including financial and tax other jurisdiction. CPS are issued by Bendigo Bendigo and Adelaide Bank has applied for issues) as an investor. It is important that you and Adelaide Bank under the CPS Terms and CPS to be quoted on ASX. If ASX does not read the entire Prospectus before deciding Holders have no claim on Bendigo and Adelaide grant permission for CPS to be quoted within whether to apply for CPS. Bank except as provided in the CPS Terms. three months after the date of the Prospectus In particular, in considering whether to apply The investment performance of CPS is not (or any longer period permitted by law), CPS will for CPS, it is important that you: guaranteed by Bendigo and Adelaide Bank. not be issued and all Application Payments will • consider the risk factors, including those that There are risks associated with investing be refunded (without interest) to Applicants as could affect CPS or the financial performance in CPS – see Section 4. soon as practicable. and position of Bendigo and Adelaide Bank – see Section 6; Defined words and expressions If CPS are accepted for quotation on ASX, • carefully consider these risk factors and other Some capitalised words and expressions used Bendigo and Adelaide Bank expects to issue information in the Prospectus in light of your in this Prospectus have defined meanings. CPS on or about 1 November 2012, with particular investment objectives, financial The Glossary in Appendix B defines these trading on ASX expected to commence on situation and particular needs (including words and expressions. 1 November 2012 on a deferred settlement basis, and normal settlement basis trading financial and tax issues); and Definitions specific to CPS are in clause 19 on ASX expected to commence on • seek professional investment advice of the CPS Terms in Appendix A. If there is 8 November 2012. from your financial adviser or other any inconsistency in definitions between the professional adviser. Prospectus and the CPS Terms, the definitions It is not intended to list the CPS on any in clause 19 of the CPS Terms prevail. exchange other than ASX. Except for any liability which cannot be excluded by law, each JLM, its respective In this prospectus, the singular includes Providing personal information directors, officers, employees and advisers the plural and vice versa. You will be asked to provide personal expressly disclaims and does not accept any information to Bendigo and Adelaide Bank A reference to time in this Prospectus is responsibility or liability for the contents of (directly or via its agents) if you apply for to Melbourne time unless otherwise stated. the Prospectus, the CPS or the Offer. A reference to $, A$, dollars and cents is to CPS. See Section 4 and Section 8.10 Australian currency unless otherwise stated. for information on how Bendigo and Adelaide Diagrams Unless otherwise stated, all figures have been Bank (and its agents) collect, hold and use The diagrams used in this Prospectus are rounded to two decimal places. this personal information. illustrative only. They may not necessarily be shown to scale. The diagrams are based Governing law Restrictions in foreign jurisdictions on information which is current as at the date This Prospectus does not constitute an offer in This Prospectus and the contracts which arise of this Prospectus. on acceptance of the Application Forms are any place in which, or to any person to whom, governed by the law applicable in Victoria, it would not be lawful to make such an offer. Enquiries Australia and each Applicant submits to the As at the date of this Prospectus, no action If you have any questions in relation to non-exclusive jurisdiction of the courts of has been taken to register or qualify CPS or the Offer, please call the CPS Information Victoria, Australia. the Offer or to otherwise permit a public Line on 1300 318 082 (within Australia) or offering of CPS outside Australia. +61 3 9415 4866 (International) (Monday to How to obtain a Prospectus Friday – 9:00am to 5:00pm Melbourne time) and Application Form This Prospectus (including an electronic copy) may not be distributed or released, in whole or contact your Syndicate Broker or other During the Offer Period, an electronic version or in part, in the United States. Neither the professional adviser. of this Prospectus with an Application Form CPS nor the Ordinary Shares have been or will be available at www.BendigoCPSoffer.com. will be registered under the US Securities Act au. If you access an electronic copy of this or the securities laws of any state of the United Prospectus, then you should read “Electronic States, and they may not be offered or sold in access to Prospectus” below. the United States. The CPS are being offered During the Offer Period, you can also and sold in the Offer solely outside the United request a free paper copy of this Prospectus States pursuant to Regulation S under the and Application Form either online at US Securities Act. See Section 8.9 for further information. Table of Contents SUMMARY OF KEY DATES 2 CHAIRMAN’S LETTER 4 1.