SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of November 2006

 

Australia and New Zealand Banking Group Limited

ACN 005 357 522

(Translation of registrant’s name into English)

 

Level 6, 100 Queen Street Melbourne Victoria 3000 Australia

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

 

Form 20-F x

 

x

Form 40-F

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

 

Yes o

No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

This Form 6-K may contain certain forward-looking statements, including statements regarding (i) economic and financial forecasts, (ii) anticipated implementation of certain control systems and programs, (iii) the expected outcomes of legal proceedings and (iv) strategic priorities.  Such forward- looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and which may cause actual results to differ materially from those expressed in the forward-looking statement contained in these forward- looking statements.  For example, these forward-looking statements may be affected by movements in exchange rates and interest rates, general economic conditions, our ability to acquire or develop necessary technology, our ability to attract and retain qualified personnel, government regulation, the competitive environment and political and regulatory policies.  There can be no assurance that actual outcomes will not differ materially from the forward-looking statements contained in the Form 6-K.

 

 



 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Australia and New Zealand
Banking Group Limited

 

 

(Registrant)

 

 

 

 

By:

  /s/ John Priestley

 

 

 

Company Secretary

 

 

(Signature)*

 

 

Date 04 December 2006

 


* Print the name and title of the signing officer under his signature.

 

2



 

 

Company Secretary’s Office

Australia and New Zealand Banking Group Limited

Level 6, 100 Queen Street

Melbourne VIC 3000

Phone 61 3 9273 6141

Fax 61 3 9273 6142

www.anz.com

 

23 November 2006

 

The Manager

Company Announcements

Australian Stock Exchange

Level 10, 20 Bond Street

Sydney NSW 2000

 

 

Australia and New Zealand Banking Group Limited Final Dividend 2006 – Dividend Reinvestment Plan and Bonus Option Plan

 

ANZ’s fully franked 2006 Final Dividend of 69 cents is payable on 15 December 2006 to holders of fully paid ordinary shares registered in the books of the Company at the close of business on 15 November 2006 (the ‘Record Date’).

 

The price set in order to calculate the number of shares to be allotted under the ANZ Dividend Reinvestment Plan and Bonus Option Plan is A$28.25 being the volume weighted average sale price of ANZ shares during the five trading days following the Record Date.

 

Yours faithfully

 

 

John Priestley

Company Secretary

 

15/04/03

 

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

 



 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

 

Link to searchable text of slide shown above


 


 

Searchable text section of graphics shown above

 



 

[GRAPHIC]

 

Morgan Stanley
Investor Conference

 

Brian Hartzer
Group Managing Director, Personal

 

www.anz.com

 

[LOGO]

 



A good year – met our targets again

 

Headline profit

ñ

16.2

%

Cash* profit

ñ

13.8

%

 

 

 

 

Revenue Growth

ñ

8.4

%#

Profit Before Provisions

ñ

10.4

%

 

 

 

 

Cash* EPS

ñ

13.2

%

Dividend

ñ

13.6

%

 

Return on equity back above 20%

Cost-Income ratio improved by 1.0%

 


* adjusts headline numbers for AIFRS 2005 adjustments, significant items & inc integration costs & fair value hedge gains/losses

9.1% FX adjusted

 

2



Different strategy delivering results

 

[GRAPHIC]

 

But some areas where we need to do more

 

                  Speed up Asian expansion

                  Advance wealth and private banking

 

Australia

                  Personal outstanding, engine of Group revenue, high customer satisfaction

                  Institutional regained #1 position

 

New Zealand

                  Good operational momentum

                  Financial results earlier than expected

 

Asia/Pacific

                  Asia – 26% revenue growth

                  Pacific – 15% revenue growth

                  Partnerships creating value

                  Sacombank & Panin valued well above book

                  1m credit cards now on issue in Asia

 

Invested against the trend

                  Now seeing the payback

                  Accelerated investment spend in 2nd half

                  Considerable investment in de-risking contributing to lower provisions

 

3



Good performance from Divisions, particularly Personal

 

Division

 

[CHART]

 

Geography

 

[CHART]

 


* New Zealand Banking, which includes NZ Institutional

 

4



Overview of Personal Division

 

Good growth across each of our businesses

 

Business

 

NPAT Growth

 

 

 

 

 

Pacific

 

67

%

 

 

 

 

Investments & Insurance

 

48

%

 

 

 

 

Consumer Finance

 

25

%

 

 

 

 

Mortgages

 

21

%

 

 

 

 

Banking Products

 

17

%

 

 

 

 

Regional, Rural & Small Bus.

 

18

%

 

 

 

 

Esanda

 

11

%

 

Diverse sources of earnings

 

[CHART]

 

5



Success in Personal due to an effective business system

 

 

Strategy

 

 

Financial

 

 

 

Performance

 

 

 

 

 

 

“More

Employees

Customers

Convenient

 

 

Banking”

 

 

 

 

 

 

Products &

 

 

Brand

 

Distribution

 

 

Investment

 

 

 

6



Strategy starts with clear segmentation

 

Price Driven

Service Driven

Premium

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[LOGO]

 

 

 

•     ANZ brand for non price-driven segments

 

 

 

 

 

[LOGO]

[LOGO]

Prime

à

•     Other brands for other segments

 

 

 

 

 

[LOGO]

 

 

 

•     Defend share via price where necessary

 

 

 

 

 

20% - 30%

70% - 80%

 

 

 

 

 

 

 

 

[LOGO]

Emerging Prime

 

 

 

 

 

 

 

 

Sub Prime

 

 

 

 

Un-banked

 

 

 

7



Customer insights led to “More Convenient Banking”

 

Key Decision Factors for Customers
(importance out of 10)

 

 

 

 

Important, but not dominant

 

 

 

 

Why should customers bank with ANZ (and not somebody else)??

à

[CHART]

People increasingly “time poor” – seeking convenient, simple solutions

 

8



Success in Personal due to an effective business system

 

 

Strategy

 

 

Financial

 

 

 

Performance

 

 

 

 

 

 

“More

Employees

Customers

Convenient

 

 

Banking”

 

 

 

 

 

 

Products &

 

 

Brand

 

Distribution

 

 

Investment

 

 

 

9



We have invested in our employees and our culture…

 

Significant investment in employees, largely frontline

 

[CHART]

 

Delivering on our commitment to cultural change

(% Personal* employees completed “Breakout” program)

 

[CHART]

 


*excludes Pacific, Esanda and Small Business

 

10



…resulting in a highly engaged workforce

 

Dramatic shift in staff satisfaction
(
“am I satisfied working at the ANZ?”)

 

 

 

High levels of engagement across Personal

 

 

 

 

[CHART]

[CHART]

 

Shift to “engagement”

 

 

 

 

 

 

Branch Manager engagement

 

 

 

 

 

 

 

 

 

[CHART]

 

11



Success in Personal due to an effective business system

 

 

Strategy

 

 

Financial

 

 

 

Performance

 

 

 

 

 

 

“More

Employees

Customers

Convenient

 

 

Banking”

 

 

 

 

 

 

Products &

 

 

Brand

 

Distribution

 

 

Investment

 

 

 

12



Specialisation has delivered product and service excellence

 

ANZ. Best Call Centre in Australia, 3 years in a row.

 

And we’re here to stay.

 

Thanks to all the dedicated staff at our local call centres, ANZ has once again been awarded the best call centre in Australia. And Australia is where we plan to stay. ANZ call centres are conveniently open 24 hours a day, seven days a week. To switch call 13 13 14 anytime. That’s ANZ now.

 

Money Magazine Awards 2006

                  Home Loan Lender of the Year

                  Readers’ Choice Award for Service Excellence

 

Australian Service Excellence Awards 2006

                  Winner of the Large Business category - Best Call Centre in Australia

 

[GRAPHIC]

 

Now with extended hours in major shopping centres.

 

13



Expanding distribution to improve convenience

 

New Branches and ATMs

 

[CHART]

 

[GRAPHIC]

 

14



Branch investment largely in ‘growth corridors’

 

Location of new branches aligned to growth corridors

 

[GRAPHIC]

 

Economics of new branches

 

  Avg fit-out per Branch

 

~$900K

 

  Avg Running Costs

 

~$60K pa

 

  Avg breakeven period

 

~18 mths

 

 

Some branches in growth corridors breaking even within 12 months

 

Branch Location Category

 

Representation Gap

 

16

 

40

%

Growth Location

 

24

 

60

%

 

Target;

~ one branch per week in FY 07

 

15



Success in Personal due to an effective business system

 

 

Strategy

 

 

Financial

 

 

 

Performance

 

 

 

 

 

 

“More

Employees

Customers

Convenient

 

 

Banking”

 

 

 

 

 

 

Products &

 

 

Brand

 

Distribution

 

 

Investment

 

 

 

16



“Proof points” starting to differentiate ANZ brand…

 

More ATM locations in key areas

 

Investment in the franchise
reflected in improved brand image*

 

 

 

[GRAPHIC]

 

 

 

à

[CHART]

First major bank to launch Visa Debit card

 

 

 

 

 

[GRAPHIC]

 

 

 


*Brand Image, Source: ANZ Brand Health Monitor

 

17



…which drives future acquisition and retention

 

Improved “Trial Intention”

(Day to Day Transaction Accounts*)

 

[CHART]

 


*Source: ANZ Brand Health Monitor, 6 month moving average

 

Lowest propensity to defect#

(Intend to switch main bank in next 12 months)

 

[CHART]

 


#  Source: Roy Morgan Research – Main Financial Institution, excluding can’t say.

Australian Pop’n 14+ yrs, 12 monthly moving average

 

18



Success in Personal due to an effective business system

 

 

Strategy

 

 

Financial

 

 

 

Performance

 

 

 

 

 

 

“More

Employees

Customers

Convenient

 

 

Banking”

 

 

 

 

 

 

Products &

 

 

Brand

 

Distribution

 

 

Investment

 

 

 

19



Customer satisfaction at top of major banks…

 

ANZ customer satisfaction* at top of major peers despite recent softening across the industry

 

[CHART]

 


Source: Roy Morgan Research – Main Financial Institution,
% Satisfied (Very or Fairly Satisfied), 6 monthly moving average

 

20



…leading to more customers and higher share of wallet

 

Now #2 in customer numbers

(# traditional banking customers to Aug-06*)

 

[CHART]

 

Increasing share of wallet

(% increase traditional banking products Sep-04 to Aug-06*)

 

[CHART]

 


*Source: Roy Morgan Research – Traditional Banking includes customers with accounts, loans or cards.
Australian Pop'n 14+ yrs, 12 monthly moving average

 

21



Success in Personal due to an effective business system

 

 

Strategy

 

 

Financial

 

 

 

Performance

 

 

 

 

 

 

“More

Employees

Customers

Convenient

 

 

Banking”

 

 

 

 

 

 

Products &

 

 

Brand

 

Distribution

 

 

Investment

 

 

 

22



Strategy delivering attractive deposit growth…

 

Non price-led strategy delivering strong growth and margin performance^

 

[CHART]

 


^ 11 Months to August 2006 Source: APRA, ASSIRT, Company Reports & Websites, Cannex, ANZ Internal Analysis,

 

23



…and attractive Mortgages and Credit Card growth

 

ANZ Retail* channels growing above system

 

[CHART]

 

Mortgage margin stable

 

[CHART]

 

Strong Credit Card FUM growth

 

[CHART]

 

Cards Margins and Loss Rates Stable

(index Jan-05 Income = 100)

 

[CHART]

 


*excludes Origin

 

24



Strong revenue growth driving out-performance

 

 

Revenue growth in part determines level of cost growth*

à

Strong profit momentum (pcp)

 

 

[CHART]

[CHART]

 


*pcp growth 1H06 & 2H06 AIFRS, 2H05 AGAAP

 

25



Parts of the formula can be copied, yet success is not guaranteed

 

Not guaranteed,

 

 

Needs to be

 

à

Our challenge:

To stay one step ahead of the pack!

requires time,

 

 

distinctive and well

 

execution and

 

 

executed to succeed

 

investment

 

 

 

 

 

Strategy

 

 

Financial

 

 

Culture takes years

 

Performance

 

 

to develop and each

 

 

 

bank is different

 

 

Employees

 

Customers

 

 

 

 

 

Consistent

 

 

 

delivery required

 

 

 

on all dimensions

 

 

 

 

 

Brand

 

Products &

 

 

 

Investment

 

Distribution

 

 

 

 

 

 

 

 

Focus on innovation

 

Significant investment

and 1st to market

 

required; must be

requires right culture

 

distinctive & relevant

and investment

 

26



Summary

 

              No “silver bullet” explains ANZ’s Retail Banking success

 

              Our business system is delivering strong, sustainable growth

 

              We will continue to invest in “More Convenient Banking”

 

              Lots more upside in customer #s, wallet share, and efficiency

 

27



Additional Information

 

28



Early signs of a slight deterioration in credit quality

 

The cycle has turned with higher interest rates & fuel costs impacting some consumers, but 90+ days still at low levels

 

[CHART]

 

Growth has mainly been in the Australian highly secured portfolio (90+ days past due loans Aust.)

 

[CHART]

 

Mortgage concerns have largely been in NSW

(90+ days past due % GLA* by State)

 

[CHART]

 


*Gross Lending Assets

 

29



Credit card losses result from four key drivers aside from outstandings growth

 

1                          (1) Cut-off scores are set to maximise risk adjusted revenue (RAR)

 

[CHART]

 

 

 

(A)

 

(B)

 

(C)

 

(D) = C-B

 

 

 

Population

 

Total Credit

 

Revenue

 

Risk Adjusted

 

 

 

Decile

 

Provisions Rate

 

(Interest + Fees)

 

Revenue

 

 

 

10

%

5

%

9

%

4

%

 

 

10

%

4

%

7

%

3

%

 

 

10

%

5

%

8

%

3

%

 

 

10

%

6

%

9

%

3

%

 

 

10

%

8

%

11

%

3

%

Cut-off

 

10

%

11

%

11

%

0

%

 

 

10

%

15

%

12

%

(3

)%

 

 

10

%

45

%

24

%

(21

)%

 

 

 

 

 

 

 

2                 (1)Age of accounts: Credit costs generally peak around 18 to 24 months after an account is opened

 

[CHART]

 

3.              Credit cards 60+days arrears stable at portfolio level

 

[CHART]

 

 

 

Year

 

Year

 

Year

 

 

 

1

 

2

 

3+

 

 

 

100

 

200

 

250

 

 

 

 

 

 

 

 

 

 

 

100

 

100

 

50

 

 

1%

 

1

 

1

 

0.5

 

 

3%

 

 

3

 

3

 

 

2%

 

 

 

2

 

 

 

1

 

4

 

5.5

 

 

 

1.0

%

2.0

%

2.2

%*

 

4.              Source and channel:

 

Existing customers have  lower losses than new customers

 

Branch-originated accounts have lower losses than phone and internet-originated accounts

 


Note:  Inherent credit card losses are in turn inflated/deflated by the economic cycle and the effectiveness of collections activity.

 

(1)                                  Illustrative

 

30



ANZ’s losses driven by product mix shift and prior years’ outstandings growth

 

[CHART]

 

Source:  Annual results 2006

 

Loss rates likely to increase as low rate balances ‘season’

(Loss Rates by Vintage by Product Index YR1 = 100)

% Ave. Total O/S Balances

 

[CHART]

 

Source:  Annual results 2006

 

SUMMARY

 

              Credit card loss growth due to shift to higher-revolving, low rate products and portfolio seasoning

 

              Credit quality remains sound.  There is no deterioration of loss rates within product segments, year of booking, cut-off score, or channel/source

 

              To offset the expected impact of a the economic cycle, we are increasing collector numbers and refining collections strategies/tactics

 

31



Australian personal bankruptcy differs from UK

 

Key factors for increasing UK losses:

 

              aggressive competition

 

              weakening credit standards

 

              relaxation of bankruptcy laws in 2004

 

ANZ experienced above system unsecured lending growth & slight increase in bankruptcies:

 

•           growth achieved with minimal change to credit standards

 

•           no changes in Australian bankruptcy laws

 

•           enhanced risk management strategies implemented

 

Slight increase in Australian bankruptcies/debt agreements…*

(Aust. Non Business Bankruptcies and Debt Agreements)

 

[CHART]

 

…rate of growth significantly below UK*

(Personal bankruptcies and debt agreements, quarterly data yoy growth)

 

[CHART]

 


*Source – ITSA, The Insolvency Service (UK Jun-06 quarter data not released)

 

32



The material in this presentation is general background information about the Bank’s activities current at the date of the presentation.  It is information given in summary form and does not purport to be complete.  It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor.  These should be considered, with or without professional advice when deciding if an investment is appropriate.

 

For further information visit

 

www.anz.com

 

or contact

 

Stephen Higgins
Head of Investor Relations

ph: (613) 9273 4185   fax: (613) 9273 4091   e-mail: higgins@anz.com

 

33



 

 

Company Secretary’s Office

Australia and New Zealand Banking Group Limited

Level 6, 100 Queen Street

Melbourne, VIC 3000

Phone 61 3 9273 6141

Fax 61 3 9273 6142

www.anz.com

 

9 November 2006

 

The Manager

Company Announcements

Australian Stock Exchange

Level 10, 20 Bond Street

Sydney  NSW  2000

 

 

Advice of Dividend and AGM Dates for 2006 and 2007

 

As previously announced, the 2006 Final Dividend and 2006 Annual General Meeting dates are as follows:

 

2006 Final Dividend

 

Ex-Date:

 

9 November 2006

Record Date:

 

15 November 2006

Payment Date:

 

15 December 2006

 

2006 Annual General Meeting

 

The 2006 Annual General Meeting of the Company will be held in Sydney on Friday, 15 December 2006.

 

In addition, Australia and New Zealand Banking Group Limited advises the following proposed dates for 2007. These dates may be subject to change. If a decision is made to change any dates, the Australian Stock Exchange will be notified accordingly.

 

2007 Interim Dividend

 

Announcement of interim results:

 

26 April 2007

Ex-Date:

 

14 May 2007

Record Date:

 

18 May 2007

Payment Date:

 

2 July 2007

 

2007 Final Dividend

 

Announcement of annual results:

 

25 October 2007

Ex-Date:

 

8 November 2007

Record Date:

 

14 November 2007

Payment Date:

 

18 December 2007

 

15 04/03

 

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

 



 

2007 Annual General Meeting

 

The 2007 Annual General Meeting of the Company will be held in Perth on Tuesday, 18 December 2007.

 

Yours faithfully

 

 

John Priestley

Company Secretary

 



Appendix 3B

New issue announcement

 

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

 

Appendix 3B

 

New issue announcement,

application for quotation of additional securities

and agreement

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

 

 

Name of entity

Australia and New Zealand Banking Group Limited

 

ABN

11 005 357 522

 

We (the entity) give ASX the following information.

 

 

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 

1

+Class of +securities issued or to be issued

 

Up to an unlimited amount of Medium Term Notes and Transferable Certificates of Deposit

 

 

 

 

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

A$600,000,000 in aggregate principal amount.

 

 

 

 

3

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

 

See the Information Memorandum of ANZ dated 23 April 2004 in respect of ANZ’s AUD Domestic Debt Issue Program and the pricing supplement dated 7 November 2006 for the securities.

 


+ See chapter 19 for defined terms.

 

1



 

4

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

    the date from which they do

 

    the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

 

    the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

New class of securities

 

 

 

 

5

Issue price or consideration

 

Issue price for the securities is 100.021% of the aggregate principal amount of the securities. The securities will pay a Coupon of 6.50% pa payable semi-annually on 8 May and 8 November of each year with the first Coupon payable on 8 May 2007.

 

 

 

 

6

Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

General corporate purposes

 

 

 

 

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

8th November 2006

 

 

 

 

 

 

 

Number

 

+Class

8

Number and +class of all +securities quoted on

 

1,836,661,822

 

Ordinary fully paid

 

ASX (including the securities in clause 2 if

 

 

 

 

 

applicable)

 

10,000,000

 

2003 ANZ Stapled Exchangeable Preferred Securities

 


+ See chapter 19 for defined terms.

 

2



 

 

 

AUD600m Floating Rate TCD due October 2007

 

 

 

 

 

AUD500m 5.80% TCD due October 2007

 

 

 

 

 

AUD1195m 5.00% TCD due May 2008

 

 

 

 

 

AUD600m Floating Rate TCD due May 2008

 

 

 

 

 

AUD400m Floating Rate TCD due March 2009

 

 

 

 

 

AUD1025m 6.00% TCD due March 2009

 

 

 

 

 

AUD650m 6.00% TCD due March 2010

 

 

 

 

 

AUD1050m Floating Rate TCD due March 2010

 

 

 

 

 

AUD450m 6.00% TCD due March 2011

 

 

 

 

 

AUD700m Floating Rate TCD due March 2011

 

 

 

 

 

AUD400m 6.75% Subordinated Notes due March 2012

 

 

 

 

 

AUD100m Floating Rate Subordinated Notes due March 2012

 

 

 

 

 

AUD350m 6.50% Subordinated Notes due May 2014

 

 

 

 

 

AUD380m Floating Rate Subordinated Notes due May 2014

 

 

 

 

 

AUD300m 6.00% Subordinated Notes due August 2015

 

 

 

 

 

AUD400m Floating Rate Subordinated Notes due August 2015

 

 

 

 

 

AUD300m 6.25% Subordinated Notes due May 2016

 

 

 

 

 

AUD300m Floating Rate Subordinated Notes due May 2016

 


+ See chapter 19 for defined terms.

 

3



 

 

 

 

Number

 

+Class

8

Number and +class of all +securities not quoted

 

30,049,539

 

Options on issue

 

on ASX (including the securities in clause 2 if

 

 

 

 

 

applicable)

 

350,000

 

2003 Redeemable Preference Shares

 

 

 

 

 

 

 

 

 

750,000

 

2003 Redeemable Preference Shares (Series 2)

 

 

 

 

 

 

 

 

 

500,000

 

December 2004 Euro Preference Shares

 

 

 

 

 

 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

 

Not Applicable

 

 

 

 

Part 2 - Bonus issue or pro rata issue

 

 

 

 

 

 

11

Is security holder approval required?

 

 

 

 

 

 

12

Is the issue renounceable or non-renounceable?

 

 

 

 

 

 

13

Ratio in which the +securities will be offered

 

 

 

 

 

 

14

+Class of +securities to which the offer relates

 

 

 

 

 

 

15

+Record date to determine entitlements

 

 

 

 

 

 

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

 

 

 

 

 

 

17

Policy for deciding entitlements in relation to fractions

 

 

 

 

 

 

18

Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

 

 

 


+ See chapter 19 for defined terms.

 

4



 

19

Closing date for receipt of acceptances or renunciations

 

 

 


+ See chapter 19 for defined terms.

 

5



 

20

Names of any underwriters

 

 

 

 

 

 

21

Amount of any underwriting fee or commission

 

 

 

 

 

 

22

Names of any brokers to the issue

 

 

 

 

 

 

23

Fee or commission payable to the broker to the issue

 

 

 

 

 

 

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

 

 

 

 

 

 

25

If the issue is contingent on +security holders’ approval, the date of the meeting

 

 

 

 

 

 

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

 

 

 

 

 

 

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

 

 

 

 

 

 

28

Date rights trading will begin (if applicable)

 

 

 

 

 

 

29

Date rights trading will end (if applicable)

 

 

 

 

 

 

30

How do +security holders sell their entitlements in full through a broker?

 

 

 

 

 

 

31

How do +security holders sell part of their entitlements through a broker and accept for the balance?

 

 

 


+ See chapter 19 for defined terms.

 

6



 

32

How do +security holders dispose of their entitlements (except by sale through a broker)?

 

 

 

 

33

+Despatch date

 

 

 

 

Part 3 - Quotation of securities

 

You need only complete this section if you are applying for quotation of securities

 

 

 

34

Type of securities
(tick one)

 

 

 

 

(a)

x

Securities described in Part 1

 

 

 

 

 

(b)

o

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

 

 

 

Entities that have ticked box 34(a)

 

Additional securities forming a new class of securities

 

Tick to indicate you are providing the information or documents

 

35

o

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

 

 

 

36

o

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over

 

 

 

37

x

A copy of any trust deed for the additional +securities
See Deed Poll

 


+ See chapter 19 for defined terms.

 

7



 

Entities that have ticked box 34(b)

 

38

Number of securities for which +quotation is sought

 

 

 

 

 

 

39

Class of +securities for which quotation is sought

 

 

 

 

 

 

40

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

 

    the date from which they do

 

    the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

 

    the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

 

 

 

 

 

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

 

 

 

 

 

 

 

 

 

Number

 

+Class

42

Number and +class of all +securities quoted on

 

 

 

 

 

ASX (including the securities in clause 38)

 

 

 

 

 

 

 

 

 

 

 


+ See chapter 19 for defined terms.

 

8



 

Quotation agreement

 

1

+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

 

 

 

 

2

We warrant the following to ASX.

 

 

 

 

 

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 

 

 

 

 

 

There is no reason why those +securities should not be granted +quotation.

 

 

 

 

 

 

An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

 

 

 

 

 

 

 

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 

 

 

 

 

 

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 

 

 

 

 

 

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

 

 

 

 

3

We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

 

 

 

 

4

We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

 

 

 

 

Sign here:

 

Date:

 

8/11/2006

 

 

Company secretary

 

 

 

 

 

 

 

Print name:

        John Priestley

 

 


+ See chapter 19 for defined terms.

 

9



PRICING SUPPLEMENT

 

 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)

 

Australian Dollar

Debt Issuance Programme

 

Series No:  40

Tranche No:  1

 

AUD 600,000,000 6.50% Fixed Rate Transferable Certificates of Deposit

Issue Price: 100.021 per cent.

 

Australia and New Zealand Banking Group Limited

(Australian Business Number 11 005 357 522)

acting through ANZ Investment Bank

 

ROYAL BANK OF CANADA

(Australian Business Number 86 076 940 880)

 

THE TORONTO-DOMINION BANK

(Australian Business Number 74 082 818 175)

 

UBS AG, AUSTRALIA BRANCH

(Australian Business Number 47 088 129 613)

 

Dealers

 

The date of this Pricing Supplement is 7 November 2006

 

1



 

This document constitutes the Pricing Supplement relating to the issue of Securities described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 23 April 2004. This Pricing Supplement must be read in conjunction with the Information Memorandum.

 

1

Issuer:

 

Australia and New Zealand Banking Group Limited

 

 

 

 

2

(i)                                    Series Number:

 

40

 

 

 

 

 

(ii)                                Tranche Number:

 

1

 

 

 

 

 

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

 

Not applicable

 

 

 

 

3

Specified Currency:

 

Australian Dollars

 

 

 

 

4

Aggregate Nominal Amount:

 

A$600,000,000

 

 

 

 

5

(i)                                    Issue Price:

 

100.021 per cent of the Aggregate Nominal Amount

 

 

 

 

 

(ii)                                Net proceeds:

 

A$600,126,000

 

 

 

 

6

Specified Denomination(s):

 

A$1,000

 

 

 

 

7

(i)                                    Issue Date:

 

8 November 2006

 

 

 

 

 

(ii)                                Interest Commencement Date:

 

Issue Date

 

 

 

 

8

Maturity Date:

 

8 November 2011

 

 

 

 

9

Interest Basis:

 

6.50 per cent. per annum Fixed Rate
 (Further particulars specified below)

 

 

 

 

10

Redemption/Payment Basis:

 

Redemption at Par

 

11

Change of Interest or Redemption/Payment Basis:

 

Not Applicable

 

 

 

 

12

Put/Call Options:

 

Not applicable

 

 

 

 

13

Status of the Securities:

 

Transferable Certificates of Deposit

 

 

 

 

14

Listing:

 

Australian Stock Exchange

 

 

 

 

15

Method of distribution:

 

Syndicated

 

 

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 

 

 

 

 

 

16

Fixed Rate Security Provisions

 

Applicable

 

 

 

 

 

(i)                                    Rate of Interest:

 

6.50 per cent per annum payable semi-annually in arrears

 

 

 

 

 

(ii)                                Interest Payment Date(s):

 

8 May and 8 November in each year from and including 8 May 2007 to and including the Maturity Date.

 

 

 

 

 

(iii)                            Fixed Coupon Amount(s):

 

A$32.50 per A$1,000 in nominal amount on each Interest Payment Date

 

 

 

 

 

(iv)                               Broken Amount(s):

 

Not applicable

 

1



 

 

(v)                                   Business day Convention:

 

Following Business Day Convention

 

 

 

 

 

(vi)                               Day Count Fraction:

 

RBA Bond Basis

 

 

 

 

 

(vii)                           Other terms relating to the method of calculating interest for Fixed Rate Securities:

 

Not Applicable

 

 

 

 

 

(viii)                       Interest Determination Date

 

Not Applicable

 

 

 

 

17

Floating Rate Security Provisions

 

Not Applicable

 

 

 

 

18

Zero Coupon Security Provisions

 

Not Applicable

 

 

 

 

19

Index-Linked Interest Security Provisions

 

Not Applicable

 

 

 

 

PROVISIONS RELATING TO REDEMPTION

 

 

 

 

 

 

21

Call Option

 

Not Applicable

 

 

 

 

22

Put Option

 

Not Applicable

 

 

 

 

23

Final Redemption Amount:

 

OutstandingNominal Amount

 

 

 

 

24

Early Redemption Amount:

 

Outstanding Nominal Amount

 

 

 

 

 

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

 

 

 

 

 

 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

 

 

 

 

 

 

25

Form of Securities:

 

Registered

 

 

 

 

26

Additional Financial Centre(s) or other special provisions relating to Interest Payment Dates:

 

Not Applicable

 

 

 

 

27

Public Offer Test compliant

 

Yes

 

 

 

 

28

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

 

Not Applicable

 

 

 

 

29

Consolidation provisions:

 

Not Applicable

 

 

 

 

30

Governing law:

 

State of Victoria

 

 

 

 

31

Other terms or special conditions:

 

Condition 4 (Negative Pledge) and Condition 11.1 (iii) (Cross-Default) are applicable.

 

 

 

 

DISTRIBUTION

 

 

 

 

 

 

32

If syndicated, names of Lead Managers and the Dealers:

 

Australia and New Zealand Banking Group Limited

 

 

 

(Lead Manager and Dealer)

 

 

 

 

 

 

 

Royal Bank Of Canada
The Toronto-Dominion Bank
UBS AG,
Australia Branch
(Dealers)

 

 

 

 

33

If non-syndicated, name of Dealer:

 

Not Applicable

 

 

 

 

34

Additional selling restrictions:

 

As set out in the Schedule to this Pricing Supplement.

 

 

 

 

OPERATIONAL INFORMATION

 

 

 

 

 

 

35

ISIN:

 

AU0000ANZHQ2

 

2



 

36

Code

 

ANZHQ

 

 

 

 

37

Any clearing system(s) other than Austraclear and the relevant identification number(s):

 

Securities will be lodged in the Austraclear system. Securities may also be held and transacted in the Euroclear and Clearstream systems

 

LISTING APPLICATION

 

This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 8 November 2006.

 

RESPONSIBILITY

 

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

 

Signed on behalf of the Issuer:

 

 

By:

 

 

 

Duly Authorised Signatory

 

3



 

SCHEDULE

ADDITIONAL SELLING RESTRICTIONS

 

SELLING RESTRICTIONS

 

Australia

 

No prospectus or other disclosure document in relation to the Programme or the Securities has been lodged with the Australian Securities and Investments Commission (“ASIC”) or the Australian Stock Exchange Limited. Each Dealer represents and agrees that, unless the relevant Pricing Supplement otherwise provides, it:

 

(i)                                     has not made or invited, and will not make or invite, an offer of the Securities for acceptance, issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

 

(ii)                                  has not distributed or published, and will not distribute or publish, the Information Memorandum or any other offering material or advertisement relating to the Securities in Australia,

 

unless:

 

(a)                                  the minimum aggregate consideration payable by each offeree is at least A$500,000 (disregarding moneys lent by the offeror or its associates) or the offer otherwise does not require disclosure to investors in accordance with part 6D.2 of the Corporations Act; and

 

(b)                                 such action complies with all applicable laws and regulations.

 

Hong Kong

 

Each Dealer represents and agrees that:

 

(a)                                 it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

 

(b)                                 it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap 571) of Hong Kong and any rules made under that Ordinance.

 

Japan

 

The Securities have not been and will not be registered under the Securities and Exchange Law of Japan. Accordingly, each of the Dealers represents and agrees that it has not, directly or indirectly, offered or sold and will not directly or indirectly, offer or sell any Securities in Japan to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any

 

4



 

Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

 

New Zealand

 

Each Dealer represents and agrees that it has not offered, sold or delivered and will not directly or indirectly offer, sell or deliver any Security, and it will not distribute any offering memorandum or advertisement in relation to any offer of Securities, in New Zealand, unless the minimum subscription price payable for Securities is at least NZ$500,000 (disregarding any amount lent by the offeror, the Issuer or any associated person of the offeror or the Issuer) and the minimum holding of Securities is at least NZ$500,000, or that offer, sale or delivery is in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand.

 

United Kingdom

 

Each Dealer represents and agrees that:

 

(i)                                     it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer; and

 

(iii)                               it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

 

United States of America

 

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer represents and agrees that it has offered and sold, and will offer and sell, Securities as part of its distribution or otherwise at any time only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly, each Dealer represents and agrees that neither it, nor any of its affiliates nor any person acting on its behalf has engaged or will engage in any directed settling efforts with respect to the Securities, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act. Each Dealer also agrees that, at or prior to confirmation of sale of Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it a confirmation or notice to substantially the following effect;

 

“The Securities covered hereby have not been registered under the United States Securities Act of 1933 as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution or otherwise at any time. Terms used above have the meanings given to them in Regulation S under the Securities Act.”

 

Terms used in this sub-section headed “United States of America” have the meaning given to them by Regulation S under the Securities Act.

 

Each issuance of index, commodity or currency-linked Securities may be subject to such additional U.S. selling restrictions as the Dealers may agree with the Issuer as a term of the issuance, and purchase or, as the case may be, subscription of such Securities. Each Dealer agrees that it shall offer, sell and deliver such Securities only in compliance with such additional U.S. selling restrictions.

 

5



 

European Economic Area

 

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer represents, warrants and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State:

 

(a)                                  at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

 

(b)                                 at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an annual turnover of more than EUR 50,000,000, all as shown in its last annual or consolidated accounts; or

 

(c)                                  at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For the purposes of this provision, the expression “offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State

 

General

 

Each Dealer acknowledges that no representation is made by the Issuer or any other Dealer that any action has been or will be taken in any jurisdiction by the Issuer or any Dealer that would permit a public offering of the Securities, or possession or distribution of the Information Memorandum, any other offering material or any Pricing Supplement, in any country or jurisdiction where action for that purpose is required. Each Dealer will, to the best of its knowledge and belief, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes the Information Memorandum, any other offering material or any Pricing Supplement in all cases at its own expense.

 

6



Appendix 3B

New issue announcement

 

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

 

Appendix 3B

 

New issue announcement,

application for quotation of additional securities

and agreement

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

 

Name of entity

Australia and New Zealand Banking Group Limited

 

ABN

11 005 357 522

 

We (the entity) give ASX the following information.

 

Part 1 - All issues

 

You must complete the relevant sections (attach sheets if there is not enough space).

 

1

 

+Class of +securities issued or to be issued

 

Up to an unlimited amount of Medium Term Notes and Transferable Certificates of Deposit

 

 

 

 

 

2

 

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

A$650,000,000 in aggregate principal amount.

 

 

 

 

 

3

 

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

 

See the Information Memorandum of ANZ dated 23 April 2004 in respect of ANZ’s AUD Domestic Debt Issue Program and the pricing supplement dated 7 November 2006 for the securities.

 


+ See chapter 19 for defined terms.

 

1



 

4

 

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

 

If the additional securities do not rank equally, please state:

•  the date from which they do

•  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

New class of securities

 

 

 

 

 

5

 

Issue price or consideration

 

Issue price for the securities is 100.000% of the aggregate principal amount of the securities. The securities will pay a Coupon of 3 Month BBSW plus 0.15% pa payable quarterly on 8 February, 8 May, 8 August and 8 November of each year with the first Coupon payable on 8 February 2007.

 

 

 

 

 

6

 

Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

 

General corporate purposes

 

 

 

 

 

7

 

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

8th November 2006

 


+ See chapter 19 for defined terms.

 

2



 

 

 

 

 

Number

 

+Class

 

8

 

Number and +class of all +securities quoted

 

1,836,661,822

 

Ordinary fully paid

 

 

 

on ASX (including the securities in clause 2

 

 

 

 

 

 

 

if applicable)

 

10,000,000

 

2003 ANZ Stapled Exchangeable Preferred Securities

 

 


+ See chapter 19 for defined terms.

 

3



 

 

 

 

 

AUD600m Floating Rate TCD due October 2007

 

AUD500m 5.80% TCD due October 2007

 

AUD1195m 5.00% TCD due May 2008

 

AUD600m Floating Rate TCD due May 2008

 

AUD400m Floating Rate TCD due March 2009

 

AUD1025m 6.00% TCD due March 2009

 

AUD650m 6.00% TCD due March 2010

 

AUD1050m Floating Rate TCD due March 2010

 

AUD450m 6.00% TCD due March 2011

 

AUD700m Floating Rate TCD due March 2011

 

AUD400m 6.75% Subordinated Notes due March 2012

 

AUD100m Floating Rate Subordinated Notes due March 2012

 

AUD350m 6.50% Subordinated Notes due May 2014

 

AUD380m Floating Rate Subordinated Notes due May 2014

 

AUD300m 6.00% Subordinated Notes due August 2015

 

AUD400m Floating Rate Subordinated Notes due August 2015

 

AUD300m 6.25% Subordinated Notes due May 2016

 

AUD300m Floating Rate Subordinated Notes due May 2016

 


+ See chapter 19 for defined terms.

 

4



 

 

 

 

 

Number

 

+Class

 

9

 

Number and +class of all +securities not

 

30,049,539

 

Options on issue

 

 

 

quoted on ASX (including the securities in

 

350,000

 

2003 Redeemable Preference Shares

 

 

 

clause 2 if applicable)

 

750,000

 

2003 Redeemable Preference Shares (Series 2)

 

 

 

 

 

500,000

 

December 2004 Euro Preference Shares

 

 

 

 

 

 

 

 

 

10

 

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

 

Not Applicable

 

 

 

 

Part 2 -  Bonus issue or pro rata issue

 

11

 

Is security holder approval required?

 

 

 

 

 

 

 

12

 

Is the issue renounceable or non-renounceable?

 

 

 

 

 

 

 

13

 

Ratio in which the +securities will be offered

 

 

 

 

 

 

 

14

 

+Class of +securities to which the offer relates

 

 

 

 

 

 

 

15

 

+Record date to determine entitlements

 

 

 

 

 

 

 

16

 

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

 

 

 

 

 

 

 

17

 

Policy for deciding entitlements in relation to fractions

 

 

 


+ See chapter 19 for defined terms.

 

5



 

18

 

Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

 

 

 

 

 

 

 

19

 

Closing date for receipt of acceptances or renunciations

 

 

 


+ See chapter 19 for defined terms.

 

6



 

20

 

Names of any underwriters

 

 

 

 

 

 

 

21

 

Amount of any underwriting fee or commission

 

 

 

 

 

 

 

22

 

Names of any brokers to the issue

 

 

 

 

 

 

 

23

 

Fee or commission payable to the broker to the issue

 

 

 

 

 

 

 

24

 

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

 

 

 

 

 

 

 

25

 

If the issue is contingent on +security holders’ approval, the date of the meeting

 

 

 

 

 

 

 

26

 

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

 

 

 

 

 

 

 

27

 

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

 

 

 

 

 

 

 

28

 

Date rights trading will begin (if applicable)

 

 

 

 

 

 

 

29

 

Date rights trading will end (if applicable)

 

 

 

 

 

 

 

30

 

How do +security holders sell their entitlements in full through a broker?

 

 

 

 

 

 

 

31

 

How do +security holders sell part of their entitlements through a broker and accept for the balance?

 

 

 


+ See chapter 19 for defined terms.

 

7



 

32

 

How do +security holders dispose of their entitlements (except by sale through a broker)?

 

 

 

 

 

 

 

33

 

+Despatch date

 

 

 

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

 

34

 

Type of securities (tick one)

 

 

 

 

 

 

 

(a)

 

x

 

Securities described in Part 1

 

 

 

 

 

(b)

 

o

 

All other securities

 

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

 

Entities that have ticked box 34(a)

 

Additional securities forming a new class of securities

 

Tick to indicate you are providing the information or documents

 

35

 

o

 

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

 

 

 

 

 

36

 

o

 

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

 

 

 

 

 

37

 

x

 

A copy of any trust deed for the additional +securities
See Deed Poll

 


+ See chapter 19 for defined terms.

 

8



 

Entities that have ticked box 34(b)

 

38

 

Number of securities for which +quotation is sought

 

 

 

 

 

 

 

39

 

Class of +securities for which quotation is sought

 

 

 

 

 

 

 

40

 

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

•     the date from which they do

•     the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•     the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

 

 

 

 

 

 

41

 

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

 

 

 

 

 

 

 

Number

 

+Class

 

42

 

Number and +class of all +securities quoted on

 

 

 

 

 

 

 

ASX (including the securities in clause 38)

 

 

 

 

 

 


+ See chapter 19 for defined terms.

 

9



 

Quotation agreement

 

1                                         +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

 

2                                         We warrant the following to ASX.

 

                                          The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 

                                          There is no reason why those +securities should not be granted +quotation.

 

                                          An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

 

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 

                                          Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 

                                          If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

 

3                                         We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

 

4                                         We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

 

 

Sign here:

 

 

 

Date:

8/11/2006

 

 

 

Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

Print name:

 

John Priestley

 

 

 


+ See chapter 19 for defined terms.

 

10



 

PRICING SUPPLEMENT

 

 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)

 

Australian Dollar

Debt Issuance Programme

 

Series No:  41

Tranche No:  1

 

AUD650,000,000 Floating Rate Transferable Certificates of Deposit

Issue Price: 100 per cent.

 

Australia and New Zealand Banking Group Limited

(Australian Business Number 11 005 357 522)

acting through ANZ Investment Bank

 

ROYAL BANK OF CANADA

(Australian Business Number 86 076 940 880)

 

THE TORONTO-DOMINION BANK

(Australian Business Number 74 082 818 175)

 

UBS AG, AUSTRALIA BRANCH

(Australian Business Number 47 088 129 613)

 

Dealers

 

The date of this Pricing Supplement 7 November 2006

 

1



 

This document constitutes the Pricing Supplement relating to the issue of Securities described herein.  Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 23 April 2004.  This Pricing Supplement must be read in conjunction with the Information Memorandum.

 

1

Issuer:

Australia and New Zealand Banking Group Limited

 

 

 

2

(i)            Series Number:

41

 

 

 

 

(ii)           Tranche Number:

1

 

 

 

 

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

Not applicable

 

 

 

3

Specified Currency:

Australian Dollars

 

 

 

4

Aggregate Nominal Amount:

A$650,000,000

 

 

 

5

(i)            Issue Price:

100 per cent. of the Aggregate Nominal Amount

 

 

 

 

(ii)           Net proceeds:

A$650,000,000

 

 

 

6

Specified Denomination(s):

A$1,000

 

 

 

7

(i)            Issue Date:

8 November 2006

 

 

 

 

(ii)           Interest Commencement Date:

Issue Date

 

 

 

8

Maturity Date:

8 November 2011

 

 

 

9

Interest Basis:

Floating Rate:

 

3 month BBSW + 0.150 per cent. (Further particulars specified below)

 

 

 

10

Redemption/Payment Basis:

Redemption at Par

 

 

 

11

Change of Interest or Redemption/Payment Basis:

Not applicable

 

 

 

12

Put/Call Options:

Not applicable

 

 

 

13

Status of the Securities:

Transferable Certificates of Deposit

 

 

 

14

Listing:

Australian Stock Exchange

 

 

 

15

Method of distribution:

Syndicated

 

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 

16

Fixed Rate Security Provisions

Not Applicable

 

 

 

17

Floating Rate Security Provisions

Applicable

 

 

 

 

(i)            Interest Payment Dates:

Quarterly on 8 February, 8 May, 8 August and 8 November in each year from and including 8 February 2007 to and including the Maturity Date.

 

 

 

 

(ii)           Business Day Convention:

Modified Following Business Day Convention

 

 

 

 

(iii)         Manner in which the Rate(s) of Interest

Screen Rate Determination

 

1



 

 

is/are to be determined:

 

 

 

 

 

(iv)          Calculation Agent responsible for calculating the Rate(s) of Interest and Interest Amount(s):

ANZ Investment Bank

 

 

 

 

(v)            Screen Rate Determination:

Applicable

 

 

 

 

Reference Rate:

3 month BBSW

 

 

 

 

Interest Determination Date(s):

The first day of each Interest Period

 

 

 

 

Relevant Screen Page:

Reuters screen page BBSW

 

 

 

 

(vi)          Margin(s):

+ 0.150 per cent. per annum

 

 

 

 

(vii)         Minimum Rate of Interest:

Not Applicable

 

 

 

 

(viii)        Maximum Rate of Interest:

Not Applicable

 

 

 

 

(ix)          Rate Multiplier

Not Applicable

 

 

 

 

(x)           Day Count Fraction:

Actual/365 (Fixed)

 

 

 

 

(xi)          Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

Not Applicable

 

 

 

18

Zero Coupon Security Provisions

Not Applicable

 

 

 

19

Index-Linked Interest Security Provisions

Not Applicable

 

 

 

PROVISIONS RELATING TO REDEMPTION

 

21

Call Option

Not Applicable

 

 

 

22

Put Option

Not Applicable

 

 

 

23

Final Redemption Amount:

Outstanding Nominal Amount

 

 

 

24

Early Redemption Amount:

 

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

Outstanding Nominal Amount

 

 

 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

 

25

Form of Securities:

Registered

 

 

 

26

Additional Financial Centre(s) or other special provisions relating to Interest Payment Dates:

Not Applicable

 

 

 

27

Public Offer Test compliant

Yes

 

 

 

28

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

Not Applicable

 

 

 

29

Consolidation provisions:

Not Applicable

 

 

 

30

Governing law:

State of Victoria

 

 

 

31

Other terms or special conditions:

Condition 4 (Negative Pledge) and Condition 11.1 (iii) (Cross-Default) are applicable.

 

2



 

DISTRIBUTION

 

32

If syndicated, names of Lead Managers and the Dealers:

Australia and New Zealand Banking Group Limited

(Lead Manager and Dealer)

 

Royal Bank Of Canada

The Toronto-Dominion Bank

UBS AG, Australia Branch

(Dealers)

 

 

 

33

If non-syndicated, name of Dealer:

Not Applicable

 

 

 

34

Additional selling restrictions:

As set out in the Schedule to this Pricing Supplement

 

 

 

OPERATIONAL INFORMATION

 

35

ISIN:

AU0000ANZHR0

 

 

 

36

Code

ANZHR

 

 

 

37

Any clearing system(s) other than Austraclear and the relevant identification number(s):

Securities will be lodged in the Austraclear system. Securities may also be held and transacted in the Euroclear and Clearstream systems 

 

LISTING APPLICATION

 

This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 8 November 2006.

 

RESPONSIBILITY

 

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

 

Signed on behalf of the Issuer:

 

 

By:

 

 

 

 

 

Duly Authorised Signatory

 

3



 

SCHEDULE

ADDITIONAL SELLING RESTRICTIONS

 

SELLING RESTRICTIONS

 

Australia

 

No prospectus or other disclosure document in relation to the Programme or the Securities has been lodged with the Australian Securities and Investments Commission (“ASIC”) or the Australian Stock Exchange Limited.  Each Dealer represents and agrees that, unless the relevant Pricing Supplement otherwise provides, it:

 

(i)            has not made or invited, and will not make or invite, an offer of the Securities for acceptance, issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

 

(ii)           has not distributed or published, and will not distribute or publish, the Information Memorandum or any other offering material or advertisement relating to the Securities in Australia,

 

unless:

 

(a)           the minimum aggregate consideration payable by each offeree is at least A$500,000 (disregarding moneys lent by the offeror or its associates) or the offer otherwise does not require disclosure to investors in accordance with part 6D.2 of the Corporations Act; and

 

(b)           such action complies with all applicable laws and regulations.

 

Hong Kong

 

Each Dealer represents and agrees that:

 

(a)           it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

 

(b)           it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap 571) of Hong Kong and any rules made under that Ordinance.

 

Japan

 

The Securities have not been and will not be registered under the Securities and Exchange Law of Japan.  Accordingly, each of the Dealers represents and agrees that it has not, directly or indirectly, offered or sold and will not directly or indirectly, offer or sell any Securities in Japan to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any

 

4



 

Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

 

New Zealand

 

Each Dealer represents and agrees that it has not offered, sold or delivered and will not directly or indirectly offer, sell or deliver any Security, and it will not distribute any offering memorandum or advertisement in relation to any offer of Securities, in New Zealand, unless the minimum subscription price payable for Securities is at least NZ$500,000 (disregarding any amount lent by the offeror, the Issuer or any associated person of the offeror or the Issuer) and the minimum holding of Securities is at least NZ$500,000, or that offer, sale or delivery is in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand.

 

United Kingdom

 

Each Dealer represents and agrees that:

 

(i)            it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer; and

 

(iii)          it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

 

United States of America

 

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons.  Each Dealer represents and agrees that it has offered and sold, and will offer and sell, Securities as part of its distribution or otherwise at any time only outside the United States to non-U.S. persons in accordance with Rule 903 of Regulation S under the Securities Act.  Accordingly, each Dealer represents and agrees that neither it, nor any of its affiliates nor any person acting on its behalf has engaged or will engage in any directed settling efforts with respect to the Securities, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act.  Each Dealer also agrees that, at or prior to confirmation of sale of Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it a confirmation or notice to substantially the following effect;

 

“The Securities covered hereby have not been registered under the United States Securities Act of 1933 as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons as part of their distribution or otherwise at any time.  Terms used above have the meanings given to them in Regulation S under the Securities Act.”

 

Terms used in this sub-section headed “United States of America” have the meaning given to them by Regulation S under the Securities Act.

 

Each issuance of index, commodity or currency-linked Securities may be subject to such additional U.S. selling restrictions as the Dealers may agree with the Issuer as a term of the issuance, and purchase or, as the case may be, subscription of such Securities.  Each Dealer agrees that it shall offer, sell and deliver such Securities only in compliance with such additional U.S. selling restrictions.

 

5



 

European Economic Area

 

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer represents, warrants  and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Securities to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State:

 

(a)           at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

 

(b)           at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an annual turnover of more than EUR 50,000,000, all as shown in its last annual or consolidated accounts; or

 

(c)           at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For the purposes of this provision, the expression “offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

 

General

 

Each Dealer acknowledges that no representation is made by the Issuer or any other Dealer that any action has been or will be taken in any jurisdiction by the Issuer or any Dealer that would permit a public offering of the Securities, or possession or distribution of the Information Memorandum, any other offering material or any Pricing Supplement, in any country or jurisdiction where action for that purpose is required.  Each Dealer will, to the best of its knowledge and belief, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes the Information Memorandum, any other offering material or any Pricing Supplement in all cases at its own expense.

 

6