Obligation Austral National Bank 0% ( XS1048519836 ) en EUR

Austral National Bank

100 % ⇌

Australie

XS1048519836 ( en EUR )

25/03/2019 - Obligation échue

Prospectus brochure de l'obligation National Australia Bank (NAB) XS1048519836 en EUR 0%, échue

100 000 EUR

750 000 000 EUR

La National Australia Bank (NAB) est une des quatre grandes banques australiennes, offrant une large gamme de services financiers aux particuliers, entreprises et institutions, incluant des services bancaires, de gestion de patrimoine, d'investissement et de marchés financiers.

L'Obligation émise par Austral National Bank ( Australie ) , en EUR, avec le code ISIN XS1048519836, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/03/2019

FINAL TERMS
13 November 2015
National Australia Bank Limited (ABN 12 004 044 937)
Issue of 250,000,000 Floating Rate Notes due March 2019 (the Notes)
(to be consolidated and form a single Series with the existing Series 794, Tranche 1 500,000,000
Floating Rate Notes due March 2019 issued on 25 March 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 (the Conditions)
set forth in the Offering Circular dated 16 December 2013 and the supplement to it dated 24 February 2014.
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 dated 15 December
2014 and the supplements to it dated 6 February 2015, 11 May 2015, 11 August 2015 and 30 October 2015,
which together constitute a base prospectus for the purposes of the Prospectus Directive (the Offering
Circular), save in respect of the Conditions which are extracted from the Offering Circular dated 16
December 2013 and are attached hereto. 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. 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:
794
(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 exchange of the
Series:
Temporary Bearer Global Note for the Permanent Bearer
Global Note, as referred to in paragraph 21 below.
2.
Specified Currency or Currencies:
EUR ()
3.
Aggregate Nominal Amount:

(a)
Series: 750,000,000
(b)
Tranche: 250,000,000
4.
Issue Price:
100.007 per cent. of the Aggregate Nominal Amount plus
52 days' accrued interest of 166,472.22, in respect of the
period from and including the Interest Commencement
Date to but excluding the Issue Date
5.
(a) Specified
Denominations:
100,000
and
integral multiples of 1,000 in excess
thereof up to and including 199,000. No Notes in

0083121-0000301 ICM:23096194.4
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definitive form will be issued with a denomination above
199,000.
(b)
Calculation Amount:
1,000
6.
(a)
Issue Date:
16 November 2015
(b)
Interest Commencement Date:
25 September 2015
7.
Maturity Date:
Interest Payment Date falling in or nearest to March 2019

8.
Interest Basis:
3 month EURIBOR + 0.50 per cent. per annum Floating
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
12.
Status of the Notes:
Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Not Applicable

14.
Floating Rate Note Provisions:
Applicable
(a)
Specified Period(s)/Specified Quarterly in arrear on 25 March, 25 June, 25 September
Interest Payment Dates:
and 25 December in each year from (and including) 25
December 2015 up to (and including) the Maturity Date,
subject to adjustment in accordance with the Business
Day Convention set out below.
(b)
Business Day Convention:
Modified Following Business Day Convention
(c)
Additional Business Centre(s):
New York, Sydney
(d)
Manner in which the Rate of Screen Rate Determination
Interest and Interest Amount is
to be determined:
(e)
Party responsible for calculating Not Applicable
the Rate of Interest and Interest
Amount (if not the Agent):
(f)
Screen Rate Determination:

Reference Rate and Reference Rate: 3 month EURIBOR
Relevant Financial
Centre:
Relevant Time: 11.00 a.m.

0083121-0000301 ICM:23096194.4
2

Relevant Financial Centre: Brussels

Interest Determination Two TARGET2 Days prior to the start of the Interest
Date(s):
Period

Relevant Screen Page:
Reuters EURIBOR01
(g)
ISDA Determination:
Not Applicable
(h)
Linear Interpolation:
Not Applicable
(i)
Margin(s):
+ 0.50 per cent. per annum
(j)
Minimum Rate of Interest:
Not Applicable
(k)
Maximum Rate of Interest:
Not Applicable
(l)
Day Count Fraction:
Actual/360
(m)
Interest Amounts Non-
Not Applicable
Adjusted:
15.
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
16.
Notice periods for Condition 7.2:
Minimum period: 30 days

Maximum period: 60 days
17.
Issuer Call:
Not Applicable
18.
Investor Put:
Not Applicable
19.
Final Redemption Amount:
1,000 per Calculation Amount
20.
Early Redemption Amount payable on 1,000 per Calculation Amount
redemption for taxation reasons or on
event of default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21.
(a)
Form of Notes:
Bearer Notes:

Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable for
Definitive Notes only upon an Exchange Event.
(b)
New Global Note:
No
22.
Additional Financial Centre(s):
London, New York, Sydney
23.
Talons for future Coupons to be No
attached to Definitive Bearer Notes:

0083121-0000301 ICM:23096194.4
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Signed on behalf of National Australia Bank
Limited (ABN 12 004 044 937):
By: ......................................................................

Duly authorised

0083121-0000301 ICM:23096194.4
4

PART B--OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing and Admission to Application has been made by the Issuer (or on its
trading:
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 16 November 2015.
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 25 March 2014.
(ii)
Estimate of total expenses 540
related to admission to trading:
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 and Poor's (Australia) Pty Limited.
3.
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.
4.
OPERATIONAL INFORMATION
(i)
ISIN Code:
Temporary ISIN Code until exchange of the Temporary
Bearer Global Note for the Permanent Bearer Global
Note: XS1321466838
ISIN Code after the exchange: XS1048519836
(ii)
Common
Code:
Temporary Common Code until exchange of the
Temporary Bearer Global Note for the Permanent Bearer
Global Note: 132146683
Common Code after the exchange: 104851983
(iii)
Any clearing system(s) other Not Applicable
than Euroclear and Clearstream,
Luxembourg and DTC and the
relevant identification
number(s):
(iv)
Name(s) and address(es) of Not
Applicable

0083121-0000301 ICM:23096194.4
5

additional Paying Agent(s) (if
any):
(v)
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.
(vi)
Intended to be held in a manner No
which would allow Eurosystem
eligibility:
Whilst the designation is specified as "no" at the date of
these Final Terms, should the Eurosystem 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.
5.
U.S. SELLING RESTRICTIONS
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D

0083121-0000301 ICM:23096194.4
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TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes which will be incorporated by reference into each
Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant
stock exchange or other relevant authority (if any) and agreed by the Issuer, the Guarantor (in the case of
Guaranteed Notes) and the relevant Dealer at the time of issue but, if not so permitted and agreed, such
definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable
Final Terms in relation to any Tranche of Notes may, in respect of an Exempt Note, specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and
Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The
applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each
Global Note and definitive Note. Reference should be made to "Applicable Final Terms" for a description of
the content of Final Terms which will specify which of such terms are to apply in relation to the relevant
Notes.
This Note is one of a Series (as defined below) of Notes issued by National Australia Bank Limited (NAB),
Clydesdale Bank PLC (Clydesdale) or BNZ International Funding Limited, acting through its London
Branch (BNZ-IF) (each an Issuer and together, the Issuers) constituted by a Trust Deed (such Trust Deed as
modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 17 March 2005
made between NAB as Issuer and Deutsche Trustee Company Limited (the Trustee, which expression shall
include any successor as Trustee). By a First Supplemental Trust Deed dated 17 October 2005 and made
between NAB, Clydesdale, BNZ-IF, Bank of New Zealand as guarantor (the Guarantor) and the Trustee,
BNZ-IF and Clydesdale became Issuers under the Programme (as defined in the Trust Deed). Senior Notes
(Guaranteed Senior Notes), Term Subordinated Notes (Guaranteed Term Subordinated Notes) and
Undated Subordinated Notes (Guaranteed Undated Subordinated Notes and, together with the Guaranteed
Term Subordinated Notes, the Guaranteed Subordinated Notes) issued by BNZ-IF (all together, the
Guaranteed Notes) will be unconditionally and irrevocably guaranteed by the Guarantor (in the case of
Guaranteed Subordinated Notes, on a subordinated basis) under a guarantee set out in the Trust Deed (the
Guarantee).
References herein to the Issuer shall be references to the party specified as Issuer in the applicable Final
Terms for this Note.
References herein to the Notes shall be references to the Notes of this Series and shall mean:
(a)
in relation to any Notes represented by a global Note (a Global Note), units of each Specified
Denomination in the Specified Currency;
(b)
any Global Note;
(c)
any definitive Notes in bearer form (Bearer Notes) issued in exchange for a Global Note in bearer
form; and
(d)
any definitive Notes in registered form (Registered Notes) (whether or not issued in exchange for a
Global Note in registered form).
The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an
Amended and Restated Agency Agreement (as amended and/or supplemented and/or restated from time to
time, the Agency Agreement) dated 16 December 2013 and made between NAB, Clydesdale, BNZ-IF, the
Guarantor, the Trustee, Deutsche Bank AG, London Branch as issuing and principal paying agent and agent
bank (the Principal Paying Agent or Agent, which expression shall include any successor agent) and the
other paying agents named therein (together with the Agent, the Paying Agents, which expression shall
include any additional or successor paying agents), Deutsche Bank Trust Company Americas as exchange
agent (the Exchange Agent, which expression shall include any successor exchange agent), as registrar
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(together with the other registrars named therein, the Registrar, which expression shall include any
additional or successor registrars) and as transfer agent and the other transfer agents named therein (together
with the Registrar, the Transfer Agents, which expression shall include any additional or successor transfer
agents).
Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when
issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons
(Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise
requires, be deemed to include a reference to Talons or talons. Definitive Bearer Notes repayable in
instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final
instalment) attached on issue. Registered Notes and Global Notes do not have Receipts, Coupons or Talons
attached on issue.
The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms
attached to or endorsed on this Note which supplements these Terms and Conditions (the Conditions) and,
in the case of a Note which is neither admitted to trading on a regulated market in the European Economic
Area nor offered in the European Economic Area in circumstances where a prospectus is required to be
published under the Prospectus Directive (an Exempt Note), may specify other terms and conditions which
shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the
Conditions for the purposes of this Note. References to the applicable Final Terms are, unless otherwise
stated, to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.
The Final Terms for each Tranche of Notes (other than Notes with a minimum denomination of less than
Euro 100,000 (or its equivalent in any other currency)) will state in particular whether the Notes of that
Tranche are (i) senior Notes (Senior Notes), (ii) term subordinated Notes (Term Subordinated Notes), (iii)
undated subordinated Notes (Undated Subordinated Notes), (iv) Guaranteed Senior Notes, (v) Guaranteed
Term Subordinated Notes or (vi) Guaranteed Undated Subordinated Notes. Term Subordinated Notes,
Undated Subordinated Notes and Guaranteed Subordinated Notes are together referred to as Subordinated
Notes. Notes with a minimum denomination of less than Euro 100,000 (or its equivalent in any other
currency) shall be Senior Notes.
The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive), to the extent implemented in the relevant Member State of the European
Economic Area and includes any relevant implementing measure in the Relevant Member State and the
expression 2010 PD Amending Directive means Directive 2010/73/EU.
Any reference to Noteholders or holders in relation to any Notes shall mean (in the case of Bearer Notes)
the bearers for the time being of the Notes and (in the case of Registered Notes) the persons in whose name
the Notes for the time being are registered and shall, in relation to any Notes represented by a Global Note,
be construed as provided below. Any reference herein to Receiptholders shall mean the bearers for the time
being of the Receipts and any reference herein to Couponholders shall mean the bearers for the time being
of the Coupons and shall, unless the context otherwise requires, include the bearers for the time being of the
Talons. The Trustee acts for the benefit of the Noteholders, the Receiptholders and the Couponholders in
accordance with the provisions of the Trust Deed.
As used herein, Tranche means Notes which are identical in all respects (including as to listing or admission
to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes
which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including
as to listing or admission to trading) except for their respective Issue Dates, Interest Commencement Dates
and/or Issue Prices.
Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business
hours at the registered office for the time being of the Trustee being at Winchester House, 1 Great
Winchester Street, London EC2N 2DB and at the specified office of each of the Agent, the Registrar, the
Exchange Agent and the other Paying Agents and Transfer Agents (such Agents and the Registrar being
2

together referred to as the Agents). If the Notes are to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange pursuant to Directive 2003/71/EC (the Prospectus Directive) or on the
Luxembourg Stock Exchange's Euro MTF Market, the applicable Final Terms will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu). If this Note is an Exempt Note, the applicable
Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must
produce evidence satisfactory to the Issuer or (in the case of Guaranteed Notes) the Guarantor and the
Trustee or, as the case may be, the relevant Agent as to its holding of such Notes and identity. The
Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Trust Deed, the Agency Agreement, the Guarantee (in the case of
Guaranteed Notes) and the applicable Final Terms which are applicable to them. The statements in the
Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the
Agency Agreement.
Words and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable Final
Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or
unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the
Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or
the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.
1.
FORM, DENOMINATION AND TITLE
The Notes are in bearer form or in registered form as specified in the applicable Final Terms and, in the case
of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denominations (the
Specified Denomination(s)) specified in the applicable Final Terms. Notes of one Specified Denomination
may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged
for Registered Notes and vice versa.
This Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any
of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.
If this Note is an Exempt Note, this Note may also be an Index Linked Interest Note, a Dual Currency
Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the
applicable Final Terms.
If this Note is an Exempt Note, this Note may also be an Index Linked Redemption Note, an Instalment
Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing,
depending upon the Redemption/Payment Basis shown in the applicable Final Terms.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes, in which case
references to Coupons and Couponholders in the Conditions are not applicable.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to the
Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency
Agreement. The Issuer, the Guarantor (in the case of Guaranteed Notes), the Agents and the Trustee will
(except as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon and
the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and
notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof)
for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next
succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V.
(Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person
(other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of
Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in
which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the
3

nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all
purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor (in the case of
Guaranteed Notes), the Agents and the Trustee as the holder of such nominal amount of such Notes for all
purposes other than with respect to the payment of principal or interest on such nominal amount of such
Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the
relevant Registered Global Note shall be treated by the Issuer, the Guarantor (in the case of Guaranteed
Notes), any Agent and the Trustee as the holder of such nominal amount of such Notes in accordance with
and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes
and related expressions shall be construed accordingly. In determining whether a particular person is entitled
to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or
information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such
evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and
binding on all concerned.
For so long as The Depository Trust Company (DTC) or its nominee is the registered owner or holder of a
Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by such Registered Global Note for all purposes under the Trust Deed and
the Notes except to the extent that in accordance with DTC's published rules and procedures any ownership
rights may be exercised by its participants or beneficial owners through participants.
Notes which are represented by a Global Note will be transferable only in accordance with the rules and
procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as the case may be.
References to DTC, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be
deemed to include a reference to any additional or alternative clearing system specified in the applicable
Final Terms or as may otherwise be approved by the Issuer, the Guarantor (in the case of Guaranteed Notes),
the Agent and the Trustee.
2.
TRANSFERS OF REGISTERED NOTES
(a)
Transfers of interests in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect
participants in such clearing systems acting on behalf of beneficial transferors and transferees of such
interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable
legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in
another Registered Global Note only in the authorised denominations set out in the applicable Final Terms
and only in accordance with the rules and operating procedures for the time being of DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in
the Agency Agreement. Transfers of a Registered Global Note registered in the name of a nominee for DTC
shall be limited to transfers of such Registered Global Note, in whole but not in part, to another nominee of
DTC or to a successor of DTC or such successor's nominee.
(b)
Transfers of Registered Notes in definitive form
Subject as provided in paragraphs (e), (f) and (g) below, upon the terms and subject to the conditions set
forth in the Agency Agreement, a Registered Note in definitive form may be transferred in whole or in part
(in the authorised denominations set out in the applicable Final Terms). In order to effect any such transfer
(i) the holder or holders must (A) surrender the Registered Note for registration of the transfer of the
Registered Note (or the relevant part of the Registered Note) at the specified office of the Registrar or any
Transfer Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or
their attorney or attorneys duly authorised in writing and (B) complete and deposit such other certifications
as may be required by the Registrar or, as the case may be, the relevant Transfer Agent and (ii) the Registrar
or, as the case may be, the relevant Transfer Agent must, after due and careful enquiry, be satisfied with the
documents of title and the identity of the person making the request. Any such transfer will be subject to
4