Obligation Bank of New Zealand 2.35% ( USQ18380AA50 ) en USD

Bank of New Zealand

100 % ▲

Nouvelle-Zelande

USQ18380AA50 ( en USD )

2.35% par an ( paiement semestriel )

04/03/2019 - Obligation échue

Prospectus brochure de l'obligation Bank of New Zealand USQ18380AA50 en USD 2.35%, échue

250 000 USD

1 000 000 000 USD

Q18380AA5

AA- ( Haute qualité )

N/A

L'Obligation émise par Bank of New Zealand ( Nouvelle-Zelande ) , en USD, avec le code ISIN USQ18380AA50, paye un coupon de 2.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/03/2019
L'Obligation émise par Bank of New Zealand ( Nouvelle-Zelande ) , en USD, avec le code ISIN USQ18380AA50, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

DRAWDOWN PROSPECTUS DATED September 4, 2014

BNZ INTERNATIONAL FUNDING LIMITED,
acting through its London Branch
(incorporated in New Zealand with limited liability under registered number 1635202 and registered as a branch in England &
Wales under numbers BR008377 and FC026206)
Issue of U.S.$250,000,000 2.350% Notes due 2019
(to be consolidated and form a single series with the issue of
US$750,000,000 2.350% Notes due 2019 (Series 784, Tranche 1) issued on March 4, 2014)
under the US$100,000,000,000 Global Medium Term Note Programme
unconditionally and irrevocably guaranteed by
BANK OF NEW ZEALAND
(incorporated in New Zealand with limited liability under registered number 428849)
The U.S.$250,000,000 2.350% Notes due 2019 (the "Notes") are being issued by BNZ International Funding Limited, acting through its London
Branch (the "Issuer" or "BNZ-IF") under and pursuant to the Issuer's US$100,000,000,000 Global Medium Term Note Programme (the
"Programme") on the issue date of September 10 , 2014 (the "Issue Date").
The Notes will be irrevocably and unconditionally guaranteed (the "Guarantee") by Bank of New Zealand (the "Guarantor" or "BNZ"). The Notes
are not deposit liabilities of BNZ-IF or BNZ and will not be insured or guaranteed by (1) the government or any governmental agency of New
Zealand, (2) the United States of America, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States or
(3) the government, government agency or compensation scheme of any other jurisdiction.
Interest on the Notes will accrue from, and including, September 4, 2014 and up to, and including, March 4, 2019 (the "Maturity Date"). Interest on
the Notes is payable semi-annually in arrear on March 4 and September 4 in each year, commencing on March 4, 2015.
This Drawdown Prospectus (this "Drawdown Prospectus") comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the
"Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area) and for the purposes of the Prospectus Act.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority (the
"Competent Authority") under the Luxembourg act relating to prospectuses for securities dated July 10, 2005 (loi relative aux prospectus pour
valeurs mobilières) (the "Prospectus Act") to approve this Drawdown Prospectus for the trading of the Notes on the Regulated Market of the
Luxembourg Stock Exchange and listing of the Notes on the official list of the Luxembourg Stock Exchange. The CSSF assumes no responsibility
for the economic and financial soundness of the transactions contemplated by this Drawdown Prospectus or the quality or solvency of the Issuer in
accordance with Article 7(7) of the Prospectus Act.
The obligations of the Issuer and the Guarantor under the Notes will be unsubordinated, direct and unsecured obligations of the Issuer and the
Guarantor and will rank pari passu with all other unsecured and unsubordinated obligations of the Issuer and the Guarantor (save for certain
obligations required to be preferred by law).
The Notes are expected to be rated Aa3 by Moody's Investors Service Pty. Limited ("Moody's") and AA- by Standard & Poor's (Australia) Pty
Limited ("S&P"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency.
Moody's and S&P are not established in the European Union and have not applied for registration under Regulation (EC) No. 1060/2009 (as amended)
(the "CRA Regulation"). The ratings have been endorsed by Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services Europe
Limited, respectively, in accordance with the CRA Regulation. Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services
Europe Limited are established in the European Union and registered under the CRA Regulation. As such, Moody's Investors Service Ltd and
Standard & Poor's Credit Market Services Europe Limited are included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. The list of
registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the
status of the relevant rating agency included in such list as there may be delays between certain supervisory measures being taken against a relevant
rating agency and the publication of the updated ESMA list.

MELBOURNE:95360.6

An investment in the Notes involves certain risks. For a discussion of these risks see "Risk Factors" on pages 9 to 28 of this Drawdown
Prospectus.
The Notes and Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or with any securities regulatory authority of any state or other jurisdiction of the United States. Unless they are so registered, the Notes and
Guarantee may be offered only in transactions that are exempt from, or not subject to registration under, the Securities Act or the securities
laws of any other jurisdiction of the United States. Accordingly, the Notes may be offered only (i) within the United States to qualified
institutional buyers in reliance on Rule 144A under the Securities Act ("Rule 144A") and (ii) outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act ("Regulation S"). Prospective purchasers of Notes are hereby notified that the seller of the
Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further details
about eligible offerees, deemed representations and transfer and resale restrictions, see the "Subscription and Sale and Transfer and Selling
Restrictions" section of the Programme Offering Circular and the "Notice to Investors" and "Plan of Distribution" sections of this Drawdown
Prospectus.
The Notes will initially be represented by two global notes in registered form (the "Registered Global Notes"), one of which will be issued in respect
of the Notes ("Rule 144A Notes") offered and sold in reliance on Rule 144A (the "Rule 144A Global Notes") and will be registered in the name of
Cede & Co., as nominee for the Depository Trust Company ("DTC"), and one of which will be issued in respect of the Notes ("Regulation S Notes")
offered and sold in reliance on Regulation S (the "Regulation S Global Note") and will be registered in the name of a nominee of DTC for the
accounts of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Dealers
Deutsche Bank Securities
nabSecurities, LLC
Wells Fargo Securities

MELBOURNE:95360.6

IMPORTANT INFORMATION
The Issuer and the Guarantor accept responsibility for the information contained in this Drawdown
Prospectus. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable
care to ensure that such is the case) the information contained in this Drawdown Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Drawdown Prospectus is to be read in conjunction with all documents which are incorporated by
reference herein (see "Documents Incorporated by Reference" below). This Drawdown Prospectus
should be read and construed on the basis that such documents are incorporated by reference into,
and form part of, this Drawdown Prospectus.
The Trustee has not independently verified the information contained herein. No representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by Deutsche Bank
Securities Inc., nabSecurities, LLC or Wells Fargo Securities, LLC (the "Dealers") or the Trustee as to the
accuracy or completeness of the information contained or incorporated by reference in this Drawdown
Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering
of the Notes or their distribution.
No person is or has been authorized by the Issuer, the Guarantor, the Dealers or the Trustee to give
any information or to make any representation not contained in or not consistent with this Drawdown
Prospectus or any other information supplied in connection with the offering of the Notes and, if given
or made, such information or representation must not be relied upon as having been authorized by the
Issuer, the Guarantor, the Dealers or the Trustee.
Neither this Drawdown Prospectus nor any other information supplied in connection with the offering
of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer, the Guarantor, the Dealers or the Trustee that any
recipient of this Drawdown Prospectus or any other information supplied in connection with the
offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and the Guarantor. Neither this Drawdown Prospectus
nor any other information supplied in connection with the offering of the Notes constitutes an offer or
invitation by or on behalf of the Issuer, the Guarantor, the Dealers or the Trustee to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Drawdown Prospectus nor the offering or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Issuer or the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection
with the offering of the Notes is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers and the Trustee expressly do not undertake to review the
financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise
any investor in the Notes of any information coming to their attention. Investors should review, inter
alia, the most recently published documents incorporated by reference into this Drawdown Prospectus
when deciding whether or not to purchase any Notes.
The Notes and Guarantee have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the
United States and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes
and Guarantee may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Notes offered and
sold to qualified institutional buyers in reliance upon Rule 144A will be represented by beneficial
interests in one or more permanent global notes in fully registered form without interest coupons.
Notes offered and sold outside the United States to non-U.S. persons pursuant to Regulation S will be
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MELBOURNE:95360.6

represented by beneficial interests in one or more permanent global notes in fully registered form
without interest coupons. Except as described in this Drawdown Prospectus, beneficial interests in the
Registered Global Notes will be represented through accounts of financial institutions acting on behalf
of beneficial owners as direct and indirect participants in DTC, Euroclear and Clearstream,
Luxembourg. Except as described in this Drawdown Prospectus, owners of beneficial interests in the
Registered Global Notes will not be entitled to have the Notes registered in their names, will not
receive or be entitled to receive physical delivery of the Notes in definitive form and will not be
considered holders of the Notes under the Notes and the Agency Agreement.
This Drawdown Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Drawdown Prospectus and the offer or sale of Notes may be
restricted by law in certain jurisdictions. None of the Issuer, the Guarantor, the Dealers or the
Trustee represents that this Drawdown Prospectus may be lawfully distributed, or that the Notes may
be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the
Guarantor, the Dealers or the Trustee which would permit a public offering of the Notes or the
distribution of this Drawdown Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Drawdown
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Drawdown Prospectus or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Drawdown
Prospectus and the offering and sale of Notes. For a description of certain restrictions on offers and
sales of Notes, and on the distribution of this Drawdown Prospectus and other offering materials
relating to the Notes, see "Subscription and Sale and Transfer and Selling Restrictions" in the
Programme Offering Circular (as defined under "Documents Incorporated by Reference" below).
None of the Dealers, the Issuer, the Guarantor or the Trustee makes any representation to any
investor in the Notes regarding the legality of its investment under any applicable laws. Any investor
in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite
period of time.
In connection with the issue of any Tranche of Notes, any relevant Dealer or Dealers or any persons
acting on its or their behalf (the "Stabilising Manager(s)") may over-allot Notes or effect transactions
(in each case outside Australia and not on any market in Australia) with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is
no assurance that the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) will undertake stabilization action. Any stabilization action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilization or over allocation must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with
all applicable laws and rules.
In this Drawdown Prospectus, unless the context otherwise requires, references to "we", "us" and
"our" are to the Guarantor and its consolidated subsidiaries. In this Drawdown Prospectus,
references to "NZ$" are to New Zealand dollars, references to "US$" are to U.S. dollars and
references to "euro" and "" are to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the functioning of the European Union, as
amended. Terms not defined in this Drawdown Prospectus shall have the meaning ascribed to them in
the Programme Offering Circular.
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You should read this Drawdown Prospectus in conjunction with the Programme Offering Circular
and other information incorporated by reference. This Drawdown Prospectus may add, update or
change information in the Programme Offering Circular, in the manner envisaged and to the extent
permitted by applicable securities laws. In addition, the information incorporated by reference herein
and in the Programme Offering Circular may have added, updated or changed information in the
Programme Offering Circular, in the manner envisaged and to the extent permitted by applicable
securities laws. If information in this Drawdown Prospectus is inconsistent with any information in the
Programme Offering Circular (or any information incorporated therein or herein, by reference to a
document dated prior to the date of this Drawdown Prospectus), this Drawdown Prospectus will apply
and will supersede such information.
You should solely rely on the information contained or incorporated by reference in this Drawdown
Prospectus and the Programme Offering Circular. Neither the Issuer nor the Guarantor has
authorized anyone to make any representation in connection with the Notes or to provide you with
information that differs from that contained in this Drawdown Prospectus. You should not assume
that the information contained in this Drawdown Prospectus and the Programme Offering Circular,
and the information incorporated by reference, is accurate as of any date other than the date of the
document in which it appears, regardless of the time of delivery of this Drawdown Prospectus and the
Programme Offering Circular or any sales of the Notes.
The distribution of this Drawdown Prospectus and the offer or sale of Notes may be restricted in
particular jurisdictions. You should inform yourself about and observe any applicable restrictions.
This Drawdown Prospectus does not constitute, and may not be used in connection with, an offer to
sell or a solicitation of an offer to buy Notes by anyone in any jurisdiction in which the offer or
solicitation is not authorized or in which the person making the offer or solicitation is not qualified to
do so or to any person to whom it is unlawful to make the offer or solicitation. For a description of
particular restrictions on offers and sales of the Notes and the distribution of this Drawdown
Prospectus, see the sections titled "Notice to Investors" and "Plan of Distribution" in this Drawdown
Prospectus and "Subscription and Sale and Transfer and Selling Restrictions" in the Programme
Offering Circular.
U.S. INFORMATION
NEITHER THE NOTES NOR THE GUARANTEE HAVE BEEN OR WILL BE
REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS THE
NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR OFFERED OR SOLD
IN COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE THE FOREGOING AUTHORITIES APPROVED THIS
DRAWDOWN PROSPECTUS OR CONFIRMED THE ACCURACY OR DETERMINED
THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS DRAWDOWN
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NONE OF THE DEALERS, THE ISSUER OR THE GUARANTOR MAKES ANY
REPRESENTATION TO ANY INVESTOR IN THE NOTES REGARDING THE
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LEGALITY OF ITS INVESTMENT UNDER ANY APPLICABLE LAWS. ANY
INVESTOR IN THE NOTES SHOULD BE ABLE TO BEAR THE ECONOMIC RISK OF
AN INVESTMENT IN THE NOTES FOR AN INDEFINITE PERIOD OF TIME.
This Drawdown Prospectus has been prepared by the Issuer and the Guarantor for use in connection
with the offer and sale of the Notes (1) outside the United States to persons that are not U.S. persons,
and who are not acting for the account or benefit of U.S. persons, pursuant to Regulation S under the
Securities Act and (2) with respect to Registered Notes within the United States, in reliance upon Rule
144A to qualified institutional buyers within the meaning of Rule 144A ("QIBs") or in transactions
otherwise exempt from registration under the Securities Act. Each U.S. purchaser of Registered Notes
is hereby notified that the offer and sale of any Registered Notes to it may be being made in reliance
upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Each purchaser or holder of Notes will be deemed, by its acceptance or purchase of any such Notes, to
have made certain representations and agreements intended to restrict the resale or other transfer of
such Notes as set out in "Subscription and Sale and Transfer and Selling Restrictions" section of the
Programme Offering Circular. Unless otherwise stated, terms used in this paragraph have the
meanings given to them in "Form of the Notes" section of the Programme Offering Circular.
The Notes may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to
certain exceptions, the Notes may not be offered or sold or, in the case of Notes in bearer form,
delivered, in the United States or to or for the account or benefit of, U.S. persons as defined in the U.S.
Internal Revenue Code of 1986, as amended, and regulations thereunder.
Notwithstanding anything herein to the contrary, potential purchasers may disclose to any and all
persons, without limitation of any kind, the U.S. federal, state or local income tax treatment and tax
structure of the offering and all materials of any kind (including opinions or other tax analyses) that
are provided to the investors relating to such tax treatment and tax structure. However, any
information relating to the U.S. federal, state or local income tax treatment or tax structure shall
remain confidential (and the foregoing sentence shall not apply) to the extent reasonably necessary to
enable any person to comply with applicable securities laws. For this purpose, "tax structure" means
any facts relevant to the U.S. federal, state or local income tax treatment of the offering but does not
include information relating to the identity of the issuer of the securities, the issuer of any assets
underlying the securities, or any of their respective affiliates that are offering the securities.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES (ANNOTATED) ("RSA 421-B") WITH THE STATE
OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE
TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" as defined in Rule 144(a)(3) of the Securities Act, the Issuer has undertaken
in the Trust Deed to furnish, upon the request of a holder of such Notes or any beneficial interest
therein, to such holder or to a prospective purchaser designated by such holder or beneficial owner,
the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time
of the request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer and the Guarantor are corporations organised under the laws of New Zealand. All of the
respective officers and directors of the Issuer and the Guarantor named herein reside outside the
United States and all or a substantial portion of the assets of each of the Issuer and the Guarantor and
of their respective officers and directors are located outside the United States. As a result, it may not
be possible for investors to effect service of process outside New Zealand upon the Issuer or the
Guarantor or upon such persons, or to enforce judgments against them obtained in courts outside
New Zealand predicated upon civil liabilities of the Issuer or the Guarantor, as the case may be, or
their respective directors and officers under laws other than New Zealand law, including any
judgment predicated upon U.S. federal securities laws. Each of the Issuer and the Guarantor has been
advised by Russell McVeagh, its New Zealand counsel, that there is doubt as to the enforceability in
New Zealand in original actions or in actions for enforcement of judgments of U.S. courts of civil
liabilities predicated solely upon the federal securities laws of the United States.
FORWARD-LOOKING STATEMENTS
This Drawdown Prospectus includes "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of
historical facts included in this Drawdown Prospectus, including, without limitation, those regarding
the Issuer's and the Guarantor's financial position, business strategy, plans and objectives of
management for future operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Issuer or the Guarantor, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of the Issuer or the Guarantor and the environment in
which they will operate in the future. These forward-looking statements speak only as of the date of
this Drawdown Prospectus. The Issuer and the Guarantor expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained
herein to reflect any change in the expectations of the Issuer or the Guarantor with regard thereto or
any change in events, conditions or circumstances on which any such statement is based.
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TABLE OF CONTENTS

Notice to Investors .............................................................................................................................................. 7
Risk Factors ........................................................................................................................................................ 9
Documents Incorporated by Reference ............................................................................................................ 29
Currency of Presentation and Exchange Rates ................................................................................................. 34
Exchange Controls ........................................................................................................................................... 35
Capitalization .................................................................................................................................................... 36
Ratio of Earnings to Fixed Charges .................................................................................................................. 38
Plan of Distribution .......................................................................................................................................... 39
Taxation ............................................................................................................................................................ 41
Independent Auditors ....................................................................................................................................... 43
Terms and Conditions of the Notes .................................................................................................................. 44
General Information ......................................................................................................................................... 50
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NOTICE TO INVESTORS
Because of the following restrictions and other restrictions described in the "Subscription and Sale and
Transfer and Selling Restrictions" section of the Programme Offering Circular, purchasers are advised to
consult legal counsel prior to making any offer, resale, pledge or other transfer of any Notes.
Each purchaser of Notes or a beneficial interest therein by its acceptance or purchase thereof, will be deemed
to have acknowledged, represented to and agreed as follows (terms used herein that are defined in Rule 144A
are used herein as defined therein):
(a)
You (A) (1) are a qualified institutional buyer, (2) are aware that the sale of the Notes to you is being
made in reliance on Rule 144A and (3) are acquiring such Notes for your own account or for the
account of a qualified institutional buyer, as the case may be, or (B) are not a U.S. person, as such
term is defined in Rule 902 under the Securities Act, and are purchasing such Notes in accordance
with Regulation S.
(b)
You understand that the Notes and Guarantee have not been and will not be registered under the
Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (A)(1) to a
person whom the purchaser reasonably believes is a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A, (2) in an offshore transaction complying with Rule 903 or
Rule 904 of Regulation S, (3) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available) or (4) pursuant to an effective registration statement
under the Securities Act and (B) in accordance with all applicable securities laws of the states of the
United States.
(c)
The Notes will bear a legend to the following effect unless the Issuer and the Guarantor determine
otherwise in compliance with applicable law:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE U.S. STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER ON ITS OWN BEHALF AND ON BEHALF OF ANY ACCOUNT FOR
WHICH IT IS PURCHASING SUCH NOTES (A) REPRESENTS THAT IT IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR
MORE QUALIFIED INSTITUTIONAL BUYERS; (B) AGREES THAT IT WILL NOT PRIOR TO
THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE LAST ISSUE DATE FOR
THE SERIES AND THE LAST DATE ON WHICH THE ISSUER OR AN AFFILIATE OF THE
ISSUER WAS THE OWNER OF SUCH NOTES, OFFER, RESELL OR OTHERWISE
TRANSFER THE NOTES EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT
AND THE TRUST DEED AND OTHER THAN (1) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (4) PURSUANT TO THE
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EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE) OR (5)
PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING THE NOTES, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND ANY OTHER JURISDICTION; AND (C) IT AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
THIS NOTE AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION,
THE AGENCY AGREEMENT AND TRUST DEED REFERRED TO HEREIN) MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF,
BUT UPON NOTICE TO, THE REGISTERED HOLDERS OF SUCH NOTES SENT TO THEIR
REGISTERED ADDRESSES, TO MODIFY THE RESTRICTIONS ON AND PROCEDURES
FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN
APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN
PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED
SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY ITS
ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND
BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS NOTE AND
ANY NOTES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT
ANY NOTATION THEREOF IS MADE HEREON)."
See also "Subscription and Sale and Transfer and Selling Restrictions--Transfer Restrictions" in the
Programme Offering Circular.

8

MELBOURNE:95360.6