cPs terms
7 coNversioN mechANics .1 Conversion
If ANZ elects to Convert CPS or must Convert CPS in accordance with these CPS Terms, then, subject to clause 13, the following provisions apply:
(a) each CPS that is being Converted will Convert into one Ordinary Share on the Mandatory Conversion Date, the Exchange Date or the Change of Control Exchange Date (as the case may be);
(b) each CPS holder will be allotted, for no consideration, an additional number of Ordinary Shares for each CPS that is being Converted on the Mandatory Conversion Date, the Exchange Date or the Change of Control Exchange Date (as the case may be) equal to one less than the Conversion Number, where the Conversion Number (but subject to the Conversion Number being no more than the Maximum Conversion Number) is a number calculated according to the following formula:
Conversion Number = Issue Price 97.5% × VWAP where:
vwAP (expressed in dollars and cents) means the VWAP during the VWAP Period;
(c) if the total number of additional Ordinary Shares to be allotted to a CPS holder in respect of their aggregate holding of CPS upon Conversion includes a fraction of an Ordinary Share, that fraction of an Ordinary Share will be disregarded;
(d) a CPS, upon Conversion, confers all of the rights attaching to one Ordinary Share but these rights do not take effect until 5.00pm (Melbourne time) on the Mandatory Conversion Date, the Exchange Date or the Change of Control Exchange Date (as the case may be). At that time:
(i) all other rights conferred or restrictions imposed on that CPS under these CPS Terms will no longer have effect (except for rights relating to a Dividend which has been determined to be payable but has not been paid on or before the Mandatory Conversion Date, the Exchange Date or the Change of Control Exchange Date (as the case may be) which will continue); and
(ii) the Ordinary Share resulting from a Conversion will rank equally with all other Ordinary Shares.
Conversion does not constitute a redemption, buy-back, cancellation or termination of CPS or an issue, allotment or creation of a new Ordinary Share (other than the additional Ordinary Shares allotted under clause 7.1(b)).
7.2 Adjustments to VWAP
For the purposes of calculating VWAP in these CPS Terms:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary Shares have been quoted on ASX as cum dividend or cum any other distribution or entitlement and CPS will Convert into Ordinary Shares after the date those Ordinary Shares no longer carry that dividend or any other distribution or entitlement, then the VWAP on the Business Days on which those Ordinary Shares have been quoted cum dividend or cum any other distribution or entitlement shall be reduced by an amount (cum value) equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or other distribution including, if the dividend or other distribution is franked, the amount that would be included in the assessable income of a recipient of the dividend or other distribution who is both a resident of Australia and a natural person under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other distribution under clause 7.2(a)(i) which is traded on ASX on any of those Business Days), the volume weighted average sale price of all such entitlements sold on ASX during the VWAP Period on the Business Days on which those entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on ASX during the VWAP Period), the value of the entitlement as reasonably determined by the Directors; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares have been quoted on ASX as ex dividend or ex any other distribution or entitlement, and CPS will Convert into Ordinary Shares which would be entitled to receive the relevant dividend or other distribution or entitlement, the VWAP on the Business Days on which those Ordinary Shares have been quoted ex dividend or ex any other distribution or entitlement shall be increased by the Cum Value.
7.3 Adjustments to VWAP for capital reconstruction
Where the Ordinary Shares are reconstructed, consolidated, divided or reclassified (other than by way of a bonus issue, rights issue or other essentially pro rata issue) into a lesser or greater number of securities during the relevant VWAP Period, the VWAP shall be adjusted by ANZ as it considers appropriate to ensure that the CPS holders are in an economic position in relation to their CPS that is as similar as reasonably practicable to the economic position prior to the occurrence of the event that gave rise to the need for the adjustment. Any adjustment made by ANZ will be effective and binding on CPS holders under these CPS Terms and these CPS Terms will be construed accordingly. Any such adjustment must be promptly notified to all CPS holders.
7.4 Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, adjustments to VWAP will be made in accordance with clause 7.2 and clause 7.3 during the VWAP Period for the Issue Date VWAP. On and from the Issue Date, adjustments to the Issue Date VWAP:
(a) may be made in accordance with clauses 7.5, 7.6, 7.7, 7.8 or 7.9; and
(b) if so made, will correspondingly affect the application of the Mandatory Conversion Conditions and the Optional Conversion Conditions, and cause an adjustment to the Maximum Conversion Number.
7.5 Adjustments to Issue Date VWAP for bonus and rights issues
(a) Subject to clauses 7.5(b) and 7.5(c) below, if ANZ makes a pro rata bonus issue or a rights issue or other essentially pro rata issue (including an issue of the kind known as a “jumbo” or “RAPIDS” issue, where offers to certain institutional holders (or beneficial holders) are made in advance of offers to other holders) of Ordinary Shares to holders of Ordinary Shares generally, the Issue Date VWAP will be adjusted immediately in accordance with the following formula:
v = v0 × 1_
P × (rD × P) + (rN × A) (rD + rN) where:
v means the Issue Date VWAP applying immediately after the application of this formula;
vo means the Issue Date VWAP applying immediately prior to the application of this formula;
P means the VWAP during the period from (and including) the first Business Day after the announcement of the bonus, rights or other relevant issue to the ASX up to (and including) the last Business Day of trading cum rights, bonus or other relevant issue (or if there is no period of cum rights, bonus or other relevant issue trading, an amount reasonably determined by the Directors as representing the value of an Ordinary Shares cum the rights, bonus or other relevant issue);
CPS TERMS | 73
a
A means the subscription or unit price per Ordinary Share for a rights issue and is zero in the case of a bonus issue;
rN means the number of Ordinary Shares issued pursuant to the rights, bonus or other relevant issue; and rD means the number of Ordinary Shares on issue immediately prior to the allotment of new Ordinary Shares pursuant to the rights, bonus or other relevant issue.
(b) No adjustment to the Issue Date VWAP will occur if A exceeds P.
(c) Clause 7.5(a) does not apply to Ordinary Shares issued as part of a bonus share plan, employee or executive share plan, executive option plan, share top up plan, share purchase plan or a dividend reinvestment plan.
(d) For the purpose of clause 7.5(a), an issue will be regarded as a pro rata issue notwithstanding that ANZ does not make offers to some or all holders of Ordinary Shares with registered addresses outside Australia, provided that in so doing ANZ is not in contravention of the ASX Listing Rules.
7.6 Adjustment to Issue Date VWAP for off market buy-back
(a) Subject to clause 7.6(b), if ANZ undertakes an off market buy-back under a scheme which but for restrictions on transfer would be generally available to holders of Ordinary Shares, the Issue Date VWAP will be adjusted immediately in accordance with the following formula:
v = v0 × 1_
P × (bD × P) – (bN × A) (bD – bN) where:
v means the Issue Date VWAP respectively applying immediately after the application of this formula;
vo means the Issue Date VWAP respectively applying immediately prior to the application of this formula;
P means the VWAP during the 20 Business Days prior to the announcement to the ASX of the buy-back;
A means the buy-back price per Ordinary Share;
bN means the number of Ordinary Shares bought back; and
bD means the number of Ordinary Shares on issue immediately prior to the buy-back.
(b) No adjustment to the Issue Date VWAP will occur if P exceeds A.
7.7 Adjustment to Issue Date VWAP for return of capital
If ANZ makes a pro rata return of capital to holders of Ordinary Shares, the Issue Date VWAP will be adjusted in accordance with the following formula:
v = v0 × (P – c) (P) where:
v means the Issue Date VWAP applying immediately after the application of this formula;
vo means the Issue Date VWAP applying immediately prior to the application of this formula;
P means the VWAP during the period from (and including) the first Business Day after the announcement of the return of capital to ASX up to and including the last Business Day of trading cum the return of capital (or if there is no period of cum return of capital trading, an amount reasonably determined by the Directors as representing the value of Ordinary Shares cum the return of capital); and
c means, with respect to a return of capital, the amount of the cash and/or the value (as reasonably determined by the Directors) of any other property distributed to holders of Ordinary Shares per Ordinary Share (or such lesser amount such that the difference between P and C is greater than zero).
7.8 Adjustment to Issue Date VWAP for capital reconstruction
If at any time the Ordinary Shares are reconstructed, consolidated, divided or reclassified into a lesser or greater number of securities, the Directors may if they consider it appropriate reconstruct the Issue Date VWAP in the same way as the exercise price of options over Ordinary Shares would be reconstructed in the same context, in accordance with the ASX Listing Rules (as they apply to ANZ). Each CPS holder acknowledges that ANZ may reconstruct, consolidate, divide or reclassify into a lesser or greater number of securities the Ordinary Shares at any time in its absolute discretion without any such action constituting a variation of rights of CPS holders or otherwise requiring any consent or concurrence.
7.9 Directors’ sole discretion regarding adjustments to Issue Date VWAP
Despite the provisions of clauses 7.5 to 7.8, where:(a) the effect of any of the adjustment provisions set out in clauses 7.5 to 7.8 is not, in the reasonable opinion of the Directors, appropriate in any particular circumstances (including because more than one adjustment provision applies); or
(b) any other event occurs in relation to ANZ that may have a dilutive or concentrative effect on the value of the Ordinary Shares, and, in the reasonable opinion of the Directors, such occurrence would have a dilutive or concentrative effect on the value of Ordinary Shares,
the Directors may (subject to APRA’s prior written approval):
(i) make such alterations to the Issue Date VWAP as they reasonably consider appropriate or necessary to compensate for that effect; or
(ii) extend an entitlement to the CPS holders to participate in such event based on the number of Ordinary Shares to which those CPS holders would have been entitled if their CPS had been Converted on a date nominated by the Directors to compensate for that effect.
7.10 Announcement of adjustment to Issue Date VWAP
ANZ will notify CPS holders (an Adjustment Notice) of any adjustment to the Issue Date VWAP under this clause 7 within 10 Business Days of ANZ determining the adjustment and the adjustment set out in the announcement will be final and binding.
7.11 Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully paid Ordinary Shares.
7.12 Foreign CPS Holders
Where CPS held by a Foreign CPS holder are to be Converted, unless ANZ is satisfied that the laws of the Foreign CPS holder’s country of residence permit the issue of Ordinary Shares to the Foreign CPS holder (but as to which ANZ is not bound to enquire), either unconditionally or after compliance with conditions which ANZ in its absolute discretion regards as acceptable and not unduly onerous, the Ordinary Shares which the Foreign CPS holder is obliged to accept will be issued to a nominee who will sell those Ordinary Shares and pay a cash amount equal to the net proceeds received, after deducting any applicable brokerage, stamp duty and other taxes and charges, to the Foreign CPS holder accordingly.
7.13 Listing Ordinary Shares issued on Conversion
ANZ shall use all reasonable endeavours to list the Ordinary Shares issued upon conversion of the CPS on ASX or the principal securities exchange on which its Ordinary Shares are then listed.