Obligation National Australia Bank (NAB) 5% ( XS1014094061 ) en AUD

National Australia Bank (NAB)

100 % ▲

Australie

XS1014094061 ( en AUD )

5% par an ( paiement annuel )

17/01/2020 - Obligation échue

Prospectus brochure de l'obligation National Australia Bank (NAB) XS1014094061 en AUD 5%, échue

2 000 AUD

225 000 000 AUD

L'Obligation émise par National Australia Bank (NAB) ( Australie ) , en AUD, avec le code ISIN XS1014094061, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/01/2020

FINAL TERMS
24 January 2014
National Australia Bank Limited
(ABN 12 004 044 937)
Issue of AUD75,000,000 5.00 per cent. Notes due January 2020 (the Notes)
(to be consolidated and form a single Series with the existing Series 765, Tranche 1 AUD100,000,000
5.00 per cent. Notes due January 2020 issued on 17 January 2014 (the Existing Notes)
under the U.S.$100,000,000,000
Global Medium Term Note Programme
PART A--CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Offering Circular dated 16 December 2013 which constitutes a base prospectus for the purposes of the
Prospectus Directive (the Offering Circular). This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction
with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Offering Circular. A summary of the Notes (which
comprises the summary in the Offering Circular to reflect the provisions of these Final Terms) is annexed to
these Final Terms. Pursuant to Article 14(2) of the Prospectus Directive, the Offering Circular is available,
free of charge, at the registered office of the Issuer and on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and copies may be obtained, free of charge, from the registered office of the Principal
Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1.
(a)
Series Number:
765
(b)
Tranche Number:
2
(c)
Date on which the Notes will be The Notes will be consolidated and form a single Series
consolidated and form a single with the Existing Notes on the Issue Date.
Series:
2.
Specified Currency or Currencies:
Australian Dollars (AUD)
3.
Aggregate Nominal Amount:

(a)
Series:
AUD175,000,000
(b)
Tranche:
AUD75,000,000
4.
Issue Price:
102.232 per cent. of the Aggregate Nominal Amount
plus 11 days' accrued interest on the Aggregate Nominal
Amount in respect of the period from and including the
Interest Commencement Date to but excluding the Issue
Date.
5.
(a)
Specified Denominations:
AUD2,000 and integral multiples of AUD1,000 in
excess thereof

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(b)
Calculation Amount:
AUD1,000
6.
(a)
Issue Date:
28 January 2014
(b)
Interest Commencement Date:
17 January 2014
7.
Maturity Date:
17 January 2020
8.
Interest Basis:
5.00 per cent. per annum Fixed Rate
(further particulars specified below)

9.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount
10.
Change of Interest Basis:
Not Applicable
11.
Put/Call Options:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12.
Fixed Rate Note Provisions:
Applicable
(a)
Rate(s) of Interest:
5.00 per cent. per annum payable in arrear on each
Interest Payment Date
(b)
Interest Payment Date(s):
17 January in each year from (and including) 17 January
2015 up to (and including) the Maturity Date
(c)
Fixed Coupon Amount(s):
AUD50.00 per Calculation Amount
(d)
Broken Amount(s):
Not Applicable
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Business Day Convention:
Following Business Day Convention

Adjusted:
Not Applicable

Non-Adjusted:
Applicable
(g)
Additional Business Centres:
Not Applicable
(h)
Determination Date(s):
17 January in each year
13.
Floating Rate Note Provisions:
Not Applicable
14.
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
15.
Notice periods for Condition 7.2:
Minimum period: 30 days

2

PART B--OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on
the Regulated Market of the Luxembourg Stock Exchange and listed on the official list of the
Luxembourg Stock Exchange with effect from 28 January 2014.
The Existing Notes were admitted to trading on the Regulated Market of the Luxembourg Stock
Exchange and listed on the official list of the Luxembourg Stock Exchange on 17 January 2014.
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated Aa2 by
Moody's Investors Service Pty. Limited and AA- by
Standard & Poor's (Australia) Pty Ltd.
3.
TERMS AND CONDITIONS OF THE OFFER
(i)
Non-exempt Offer:
Not Applicable. The Notes are to be issued to qualified
investors as defined in the Prospectus Directive.
General Consent:
Not Applicable
Other conditions to consent:
Not Applicable
(ii)
Offer Period:
Not Applicable
(iii)
Offer Price:
Not Applicable
(iv)
Conditions to which the offer is Not Applicable
subject:
(v)
The time period, including any Not Applicable
possible amendments, during
which the offer will be open and
description of the application
process:
(vi)
Details of the minimum and/or Not Applicable
maximum
amount
of
application:
(vii)
Description of possibility to Not Applicable
reduce subscriptions and manner
for refunding excess amount
paid by applicants:
(viii)
Details of the method and time Not Applicable
limits for
paying
up
and
delivering the Notes:
(ix)
Manner and date in which Not Applicable

4

results of the offer are to be
made public:
(x)
Procedure for exercise of any Not Applicable
right
of
pre-emption,
negotiability
of
subscription
rights
and
treatment
of
subscription rights not exercised:
(xi)
Categories of potential investors Not Applicable
to which the Notes are offered
and whether tranche(s) have
been
reserved
for
certain
countries:
(xii)
Process
for
notification
to Not Applicable
applicants of the amount allotted
and the indication whether
dealing
may
begin
before
notification is made:
(xiii)
Amount of any expenses and Not Applicable
taxes specifically charged to the
subscriber or purchaser:
(xiv)
Name(s) and address(es), to the None
extent known to the Issuer, of
the placers in the various
countries where the offer takes
place.
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer. The Managers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary
course of business.
5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
As described in the Offering Circular under "Use of
Proceeds"
(ii)
Estimated net proceeds:
AUD75,380,763.70
(iii)
Estimated total expenses:
The estimated total expenses of the offer are broken
down as follows:
(a) Total Commission: AUD1,406,250
(b) Admissions to Trading: EUR400

5

(c) Legal Fees: AUD15,000
6.
YIELD
Indication of yield:
The yield of the Notes is 4.564 per cent. per annum.

As set out above, the yield is calculated at the Issue Date
on the basis of the Issue Price. It is not an indication of
future yield.
7.
OPERATIONAL INFORMATION
(i)
ISIN Code:
XS1014094061
(ii)
Common Code:
101409406
(iii)
WKN Code:
A1ZB1E
(iv)
Any clearing system(s) other Not Applicable
than Euroclear and Clearstream,
Luxembourg and DTC and the
relevant
identification
number(s):
(v)
Delivery:
Delivery against payment
(vi)
Name(s) and address(es) of Not Applicable
additional Paying Agent(s) (if
any):
(vii)
Deemed delivery of clearing Any notice delivered to Noteholders through Euroclear
system notices for the purposes and/or Clearstream, Luxembourg and/or DTC will be
of Condition 14:
deemed to have been given on the day after the day on
which it was given to Euroclear and Clearstream,
Luxembourg or DTC, as applicable.
(viii)
Intended to be held in a manner No. Whilst the designation is specified as "no" at the
which would allow Eurosystem date of these Final Terms, should the Eurosystem
eligibility:
eligibility criteria be amended in the future such that the
Notes are capable of meeting them the Notes may then
be deposited with one of the ICSDs as common
safekeeper. Note that this does not necessarily mean that
the Notes will then be recognised as eligible collateral
for Eurosystem monetary policy and intra day credit
operations by the Eurosystem at any time during their
life. Such recognition will depend upon the European
Central Bank being satisfied that Eurosystem eligibility
criteria have been met.

6

8.
DISTRIBUTION
(i)
Name(s) and address(es) of
Manager(s) / relevant Dealer and
underwriting commitment(s):
The Toronto-Dominion Bank
AUD37,500,000
60 Threadneedle Street
London EC2R 8AP
United Kingdom
National Australia Bank
AUD37,500,000
Limited (ABN 12 004 044 937)
88 Wood Street
London EC2V 7QQ
United Kingdom
(ii)
Date of Subscription Agreement: 24 January 2014
(iii)
Total
commission
and 1.875 per cent. of the Aggregate Nominal Amount
concession:
(iv)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D

7

ANNEX
SUMMARY OF THE PROGRAMME RELATING TO NON-EXEMPT PD NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary
for the Notes and NAB. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary
because of the type of securities and issuer, it is possible that no relevant information can be given regarding
the Element. In this case a short description of the Element should be included in the summary with the
mention of "not applicable".
Section A Introduction and warnings

Element

A.1
This summary should be read as an introduction to the prospectus.
Any decision to invest in the securities should be based on a consideration of the
prospectus as a whole by the investor.
Where a claim relating to information contained in the prospectus is brought before
a court, the plaintiff investor might, under the national legislation of the Member
States, have to bear the costs of translating the prospectus before the legal
proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the prospectus or it does not
provide, when read together with the other parts of the prospectus, key information
in order to aid investors when considering whether to invest in such securities.
A.2
Consent by the Issuer to the Not Applicable - the Notes are to be issued to qualified
use of the Offering Circular investors as defined in Directive 2003/71/EC as amended
for subsequent resale or final (which includes the amendments made by Directive
placement
by
financial 2010/73/EU to the extent that such amendments have been
intermediaries,
during
the implemented in a relevant Member State of the European
offer period indicated and the Economic Area) (the Prospectus Directive).
conditions attached to such
consent.
Offer period: Not Applicable.

Conditions to consent: Not Applicable.

Notice
to
investors
that Not Applicable.
information on the terms and
conditions of the offer by any
financial intermediary is to be
provided at the time of the
offer
by
the
financial
intermediary.

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Section B The Issuer

Element
Title

B.1
Legal and commercial name The legal name of the Issuer is National Australia Bank
of the Issuer
Limited and the Issuer trades commercially as "National
Australia Bank" and, particularly within Australia, as
"NAB".
B.2
Domicile/ legal form/
The Issuer is incorporated in Australia as a public limited
legislation/ country of
company and registered in the State of Victoria and has its
incorporation
registered office at Level 1, 800 Bourke Street, Docklands,
Victoria 3008, Australia. The Issuer operates under
Australian legislation including the Corporations Act 2001
and the Banking Act 1959 of Australia (the Banking Act).
B.4b
Trends affecting the Issuer There are no known trends, uncertainties, demands,
and the industries in which it commitments or events that are reasonably likely to have a
operates
material effect on the Issuer's prospects for at least the
current financial year, other than contingent liabilities
relating to certain litigation, conduct and regulatory matters
within the NAB Group, for which provisions have been
made where appropriate.
B.5
Description of the group and The Issuer and its controlled entities (the NAB Group) is an
the Issuer's position within the international
financial services
group providing
a
group
comprehensive and integrated range of financial products
and services. The NAB Group's major financial services
franchises are in Australia but it also operates businesses in
New Zealand, Asia, the United Kingdom and the United
States.

The Issuer is the holding company and main operating
company for the NAB Group.
B.9
Profit forecast or estimate
Not Applicable.
No profit forecast or estimate has been made in the Offering
Circular.
B.10
Audit report qualifications
Not Applicable.
There are no qualifications in the audit report on historical
financial information.
B.12
Selected
historical
key Income Statement
financial
information
regarding the Issuer
The table below sets out summary information extracted
from the Issuer's audited consolidated income statement for
each of the two years ended 30 September 2013:

9

Element
Title

30 September

2012
2013

A$(m)
A$(m)
Profit before income tax expense
6,159
8,201

Net profit for the year
4,083
5,460

Basic earnings per share (cents)
175.3
229.5

Diluted earnings per share (cents)
174.4
227.5

Balance Sheet

The table below sets out summary information extracted
from the Issuer's audited consolidated balance sheet as at 30
September 2012 and 30 September 2013:

30 September

2012
2013

A$(m)
A$(m)
Total assets
763,090
808,427

Total liabilities
719,287
761,807

Net assets
43,803
46,620

Total equity (parent entity
43,756
46,561

interest)
Total equity
43,803
46,620

Significant changes in the There has been no significant change in the financial or
financial or trading position of trading position of the NAB Group since 30 September
the Issuer / Material adverse 2013 and there has been no material adverse change in the
change in the prospects of the prospects of the NAB Group since 30 September 2013.
Issuer
B.13
Events impacting the Issuer's Not Applicable.
solvency
There are no recent events particular to the Issuer which are
to a material extent relevant to the evaluation of the Issuer's
solvency.
B.14
Dependence upon other group Not Applicable.
entities
The Issuer is not dependent on other NAB Group entities.

See Element B.5 for information on the Issuer's position in

the NAB Group.

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