Obligation Australia National Bank Ltd 5.625% ( XS0995738308 ) en NZD

Australia National Bank Ltd

100 % ▼

Australie

XS0995738308 ( en NZD )

5.625% par an ( paiement annuel )

22/11/2019 - Obligation échue

Prospectus brochure de l'obligation National Australia Bank Ltd XS0995738308 en NZD 5.625%, échue

5 000 NZD

150 000 000 NZD

National Australia Bank Ltd (NAB) est une grande institution financière australienne offrant des services bancaires aux particuliers, aux entreprises et aux institutions, incluant des services de gestion de patrimoine, de financement et de marchés financiers.

L'Obligation émise par Australia National Bank Ltd ( Australie ) , en NZD, avec le code ISIN XS0995738308, paye un coupon de 5.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/11/2019

OFFERING CIRCULAR DATED 14 DECEMBER 2012.
NATIONAL AUSTRALIA BANK
BNZ INTERNATIONAL FUNDING LIMITED,
CLYDESDALE BANK PLC
LIMITED
acting through its
London Branch
(ABN 12 004 044 937)
(incorporated in New Zealand with limited liability
(incorporated in Scotland with limited
(incorporated with limited liability in the
under registered number 1635202 and registered as
liability under registered number SC001111)
Commonwealth of Australia)
a branch in England & Wales under numbers
BR008377 and FC026206)
U.S.$100,000,000,000 Global Medium Term Note Programme
unconditionally and irrevocably guaranteed in the case of Notes issued by
BNZ International Funding Limited, acting through its London Branch by
BANK OF NEW ZEALAND
(incorporated in New Zealand with limited liability under registered number 428849)
Under this U.S.$100,000,000,000 Global Medium Term Note Programme (the Programme), National Australia Bank Limited (NAB), Clydesdale
Bank PLC (Clydesdale) and BNZ International Funding Limited, acting through its London Branch (BNZ-IF) (each, an Issuer and together, the
Issuers) may from time to time issue notes (the Notes, which include Senior Notes and Subordinated Notes (as such terms are defined on page 116 of
this Offering Circular)) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Any Notes issued
under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any
Notes in issue prior to the date hereof. The payment of all amounts owing in respect of the Notes issued by BNZ-IF (Guaranteed Notes) will be
unconditionally and irrevocably guaranteed by Bank of New Zealand (the Guarantor). Notes may be issued in bearer or registered form
(respectively, Bearer Notes and Registered Notes).
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 2 of this Offering Circular and any additional Dealer
appointed under the Programme from time to time by the Issuers (each, a Dealer and together, the Dealers), which appointment may be for a specific
issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to
be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
Application has been made to:
(i)
the Commission de surveillance du secteur financier in its capacity as competent authority (the Competent Authority or the CSSF) under
the Luxembourg act dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Act 2005) to approve this Offering
Circular in connection with:
(a) the issue by the Issuers of Notes with a minimum denomination of at least Euro 100,000 (or its equivalent in any other currency) to be
admitted to the official list and traded on the Regulated Market of the Luxembourg Stock Exchange in accordance with Directive
2003/71/EC as amended (the Prospectus Directive) (the PD Notes); and
(b) in the case of NAB only, the issue by NAB of certain Tranches of Notes under the Programme with a minimum denomination of less
than Euro 100,000 (or its equivalent in any other currency) which are offered to the public in the European Economic Area in
circumstances in which the requirement to publish a prospectus under the Prospectus Directive arises and either (i) admitted to the official
list and traded on the Regulated Market of the Luxembourg Stock Exchange in accordance with the Prospectus Directive, or (ii) admitted
to trading on another regulated market (as defined in Directive 2004/39/EC), or (iii) unlisted and not admitted to trading on any market
(the Non-Exempt PD Notes); and
(ii)
the Luxembourg Stock Exchange to approve this Offering Circular in connection with the issue by the Issuers of Notes with a minimum
denomination of at least Euro 100,000 (or its equivalent in any other currency) (the Exempt Notes) to be admitted to trading on the
Luxembourg Stock Exchange's Euro MTF Market (the Euro MTF Market).
Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market and, where such Notes are, in addition, issued with a
minimum denomination of at least Euro 100,000 or otherwise fall within an exemption under the Prospectus Directive from the requirement to
publish a prospectus, such Notes are, in addition, hereinafter referred to in this Offering Circular as Exempt Notes.
The CSSF has neither approved nor reviewed information contained in this Offering Circular in connection with Exempt Notes. The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Offering Circular or the quality
or solvency of the Issuers in accordance with Article 7(7) of the Prospectus Act 2005.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or additional stock exchange(s), or
market(s), as may be agreed between the relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and the relevant Dealer. References in this
Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to the official list and to trading on
(i) the Regulated Market of the Luxembourg Stock Exchange or (ii) the Euro MTF Market.
Notice of, inter alia, the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes which are
applicable to each Tranche of Notes will be set out in the applicable Final Terms (the Final Terms) which, with respect to all Notes to be listed on the
Regulated Market of the Luxembourg Stock Exchange or the Euro MTF Market, will be delivered to the Luxembourg Stock Exchange and, where
applicable, the Competent Authority, on or before the date of issue of the Notes of such Tranche.
Information relating to the ratings of the Programme and issues of Notes under the Programme is set out on page 60 of this Offering
Circular.
Neither the Notes nor the Guarantee (as defined under "Terms and Conditions of the Notes") (in the case of Guaranteed Notes) have been or will 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, and the Notes may include Bearer Notes that are subject to U.S. tax law requirements. The Notes may not be offered
or sold or, in the case of Bearer Notes, delivered in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the
Securities Act (Regulation S)) unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the

Securities Act is available. See "Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes are subject to
certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions".
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Arranger
DEUTSCHE BANK
Dealers
BARCLAYS
BofA MERRILL LYNCH
CITIGROUP
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
MORGAN STANLEY
NATIONAL AUSTRALIA BANK LIMITED
RBC CAPITAL MARKETS
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
0083121-0000178 ICM:15901154.17
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This Offering Circular comprises (i) a prospectus for the issuance of Notes under the Programme by
NAB; (ii) a prospectus for the issuance of Guaranteed Notes under the Programme by BNZ-IF; and
(iii) a prospectus for the issuance of Notes under the Programme by Clydesdale. Each prospectus
constitutes, in respect of all Notes other than Exempt Notes issued under the Programme, a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive as amended (which includes the
amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent such
amendments have been implemented in a relevant Member State of the European Economic Area)
and, for Exempt Notes to be listed on the Euro MTF Market, a base prospectus for the purposes of
Part IV of the Prospectus Act 2005.
Each Issuer and the Guarantor (the Responsible Persons) accepts responsibility for the information
contained in this Offering Circular (and the Final Terms for each Tranche of Notes issued under the
Programme) in respect to itself only and the Notes. The Responsible Persons, each having taken all
reasonable care to ensure that such is the case, confirm that such information is, to the best of their
knowledge, in accordance with the facts and contains no omission likely to affect its import.
Copies of Final Terms will be available from the registered office of the relevant Issuer and the
Guarantor (in the case of Guaranteed Notes) and specified office set out below of each of the Paying
Agents (as defined below).
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference and Credit Ratings"
below). This Offering Circular shall be read and construed on the basis that such documents are
incorporated in, and form part of, this Offering Circular.
Following the publication of this Offering Circular, a supplement to this Offering Circular approved
by the Competent Authority pursuant to Article 16 of the Prospectus Directive may be prepared by
any of the Issuers (a Supplement to this Offering Circular). Pursuant to Article 14(2) of the Prospectus
Directive, any such Supplement to this Offering Circular will be available, free of charge, at the
registered offices of the Issuers and the Guarantor and on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and copies may be obtained free of charge from the specified office of the
Agent (as defined below) at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Each
of the Issuers and the Guarantor will, in the event of any significant new factor, material mistake or
inaccuracy relating to information included in this Offering Circular which is capable of affecting the
assessment of any Notes, prepare a Supplement to this Offering Circular or publish a new Offering
Circular for use in connection with any subsequent issue of Notes.
In relation to Exempt Notes to be listed, following the publication of this Offering Circular, a
supplement to this Offering Circular approved by the Luxembourg Stock Exchange (as competent
entity for the purposes of Part IV of the Prospectus Act 2005) may be prepared by any of the Issuers
pursuant to Article 10.2 of Part 2, Chapter I of the rules and regulations of the Luxembourg Stock
Exchange (an Exempt Notes Supplement to this Offering Circular). In accordance with Article 10.1 of
Part 2, Chapter I of the rules and regulations of the Luxembourg Stock Exchange, any such Exempt
Notes Supplement to this Offering Circular will be available, free of charge, at the registered offices of
the Issuers and the Guarantor and on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and copies may be obtained free of charge from the specified office of the Agent at Winchester House,
1 Great Winchester Street, London EC2N 2DB. Each of the Issuers and the Guarantor will, in the
event of any significant new factor relating to information included in this Offering Circular which is
capable of affecting the assessment of any Exempt Notes to be listed, prepare an Exempt Notes
Supplement to this Offering Circular or publish a new Offering Circular for use in connection with
any subsequent issue of Exempt Notes to be listed.
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
0083121-0000178 ICM:15901154.17
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the Dealers or the Trustee as to the accuracy or completeness of the information contained or
incorporated in this Offering Circular or any other information provided by the Issuers or the
Guarantor in connection with the Programme. No Dealer nor the Trustee accepts any liability in
relation to the information contained or incorporated by reference in this Offering Circular or any
other information provided by the Issuers or the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuers, the Guarantor, any of the Dealers or the Trustee to
give any information or to make any representation not contained in or not consistent with this
Offering Circular or any other information supplied in connection with the Programme or the Notes
and, if given or made, such information or representation must not be relied upon as having been
authorised by any of the Issuers, the Guarantor or any of the Dealers or the Trustee.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by any of the Issuers, the Guarantor or any of the Dealers or the
Trustee that any recipient of this Offering Circular or any other information supplied in connection
with the Programme or any 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 relevant Issuer and/or the Guarantor.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or any Notes nor the issue of any Notes constitutes an offer or invitation by or on behalf of any Issuer
or the Guarantor or any of the Dealers or the Trustee to any person to subscribe for or to purchase
any Notes.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning any Issuer and/or the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied
in connection with the Programme 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 any Issuer or the Guarantor during the life of the Programme 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 Offering Circular
when deciding whether or not to purchase any Notes.
No information in this Offering Circular has been sourced from a third party.
The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code and the regulations promulgated thereunder.
This Offering Circular 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 Offering Circular and the offer or sale of Notes may be restricted
by law in certain jurisdictions. None of the Issuers, the Guarantor, the Dealers or the Trustee
represents that this Offering Circular may be lawfully distributed, or that any 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, subject to the section of this Offering Circular below
entitled "Important Information relating to offers of Non-Exempt PD Notes where there is no exemption
from the obligation under the Prospectus Directive to publish a Prospectus", no action has been taken by
any Issuer, the Guarantor, any of the Dealers or the Trustee which is intended to permit a public
offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. No Notes may be offered or sold, directly or indirectly, and neither this Offering
Circular nor any advertisement or other offering material may be distributed or published, in any
0083121-0000178 ICM:15901154.17
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jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Offering Circular or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Offering Circular and
the offer and sale of Notes. In addition, there are particular restrictions on the distribution of this
Offering Circular and the offer or sale of Notes in the United States, the European Economic Area
(including the United Kingdom, France, The Netherlands, Italy, Austria and Belgium), New Zealand,
Hong Kong, Japan, Singapore, China and the Commonwealth of Australia (Australia) and its
territories or possessions or to any resident thereof; see "Subscription and Sale and Transfer and
Selling Restrictions".
This Offering Circular has not been submitted for clearance to the Autorité des marchés financiers of
France.
In making an investment decision, investors must rely on their own examination of the relevant Issuer
and the Guarantor (in the case of Guaranteed Notes) and the terms of the Notes being offered,
including the merits and risks involved.
IMPORTANT INFORMATION RELATING TO OFFERS OF NON-EXEMPT PD NOTES WHERE
THERE IS NO EXEMPTION FROM THE OBLIGATION UNDER THE PROSPECTUS
DIRECTIVE TO PUBLISH A PROSPECTUS
Restrictions on offers of Non-Exempt PD Notes in Relevant Member States where there is no
exemption from the obligation under the Prospectus Directive to publish a prospectus
Non-Exempt PD Notes may be offered in circumstances where there is no exemption from the obligation
under the Prospectus Directive to publish a prospectus. Any such offer is referred to as a Non-exempt
Offer. This Offering Circular has been prepared on a basis that permits Non-exempt Offers of Non-Exempt
PD Notes. However, any person making or intending to make a Non-exempt Offer of Non-Exempt PD
Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) may only do so if this Offering Circular has been approved by
the competent authority in that Relevant Member State (or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State) and published in
accordance with the Prospectus Directive, provided that NAB has consented to the use of this Offering
Circular in connection with such offer as provided under "Consent given in accordance with Article 3.2 of
the Prospectus Directive (Retail Cascades)" below and the conditions attached to that consent are complied
with by the person making the Non-exempt Offer of such Non-Exempt PD Notes.
Save as provided above, neither the Issuer nor any Dealer has authorised, nor do they authorise, the making
of any Non-exempt Offer of Non-Exempt PD Notes in circumstances in which an obligation arises for NAB
or any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Non-exempt Offer of such Non-Exempt PD Notes, NAB accepts responsibility, in the
jurisdictions to which the consent to use the Offering Circular extends, for the content of this Offering
Circular under Article 6 of the Prospectus Directive in relation to any person (an Investor) who acquires any
Notes in a Non-exempt Offer made by any person to whom NAB has given consent to the use of this
Offering Circular (an Authorised Offeror) in that connection, provided that the conditions attached to that
consent are complied with by the Authorised Offeror. The consent and conditions attached to it are set out
under "Consent" and "Common Conditions to Consent" below.
None of NAB or any Dealer makes any representation as to the compliance by an Authorised Offeror with
any applicable conduct of business rules or other applicable regulatory or securities law requirements in
relation to any Non-exempt Offer and none of NAB or any Dealer has any responsibility or liability for the
actions of that Authorised Offeror.
0083121-0000178 ICM:15901154.17
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Save as provided below, neither the Issuer nor any Dealer has authorised the making of any Non-
exempt Offer by any offeror and NAB has not consented to the use of this Offering Circular by any
other person in connection with any Non-exempt Offer of Non-Exempt PD Notes. Any Non-exempt
Offer made without the consent of NAB is unauthorised and neither NAB nor any Dealer accepts any
responsibility or liability for the actions of the persons making any such unauthorised offer. If, in the
context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an Authorised Offeror,
the Investor should check with that person whether anyone is responsible for this Offering Circular for the
purposes of Article 6 of the Prospectus Directive in the context of the Non-Exempt Offer and, if so, who that
person is. If the Investor is in any doubt about whether it can rely on this Offering Circular and/or who is
responsible for its contents it should take legal advice.
Consent
In connection with each Tranche of Non-Exempt PD Notes, and subject to the conditions set out below under
"Common Conditions to Consent":
(a)
NAB consents to the use of this Offering Circular (as supplemented as at the relevant time, if
applicable) in connection with a Non-exempt Offer of such Non-Exempt PD Notes by the relevant
Dealer and by:
(i)
any financial intermediary named as an Initial Authorised Offeror in the applicable Final
Terms; and
(ii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on NAB's website (http://www.nab.com.au/) and identified as an
Authorised Offeror in respect of the relevant Non-exempt Offer;
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable",
NAB hereby offers to grant its consent to the use of this Offering Circular (as supplemented as at the
relevant time, if applicable) in connection with a Non-exempt Offer of Notes by any financial
intermediary which satisfies the following conditions:
(i)
it is authorised to make such offers under the Financial Services and Markets Act 2000, as
amended (in which regard, Investors should consult the register maintained by the Financial
Services Authority at: www.fsa.gov.uk/fsaregister), or other applicable legislation
implementing the Markets in Financial Instruments Directive; and
(ii)
it accepts such offer by publishing on its website a statement confirming that it accepts the
offer by NAB of its consent to their use of the Offering Circular in connection with the offer
of the relevant Tranche of Non-Exempt PD Notes in accordance with the Authorised Offeror
Terms and subject to the conditions to such consent, each as specified in the Offering
Circular, and that it is using the Offering Circular accordingly.
The Authorised Offeror Terms are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of NAB and
the relevant Dealer that it will, at all times in connection with the relevant Non-
exempt Offer:
I.
act in accordance with, and be solely responsible for complying
with, all applicable laws, rules, regulations and guidance of any
applicable regulatory bodies (the Rules) from time to time
including, without limitation and in each case, Rules relating to both
the appropriateness or suitability of any investment in the Notes by
any person and disclosure to any potential Investor, and will
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immediately inform NAB and the relevant Dealer if at any time
such financial intermediary becomes aware or suspects that it is or
may be in violation of any Rules and take all appropriate steps to
remedy such violation and comply with such Rules in all respects;
II.
comply with the restrictions set out under "Subscription and Sale
and Transfer and Selling Restrictions" in this Offering Circular
which would apply as if it were a Dealer;
III.
ensure that any fee (and any other commissions or benefits of any
kind) received or paid by that financial intermediary in relation to
the offer or sale of the Notes does not violate the Rules and, to the
extent required by the Rules, is fully and clearly disclosed to
Investors or potential Investors;
IV.
hold all licences, consents, approvals and permissions required in
connection with solicitation of interest in, or offers or sales of, the
Notes under the Rules, including authorisation under the Financial
Services and Markets Act 2000;
V.
comply with applicable anti-money laundering, anti-bribery, anti-
corruption and "know your client" Rules (including, without
limitation, taking appropriate steps, in compliance with such Rules,
to establish and document the identity of each potential Investor
prior to initial investment in any Notes by the Investor), and will not
permit any application for Notes in circumstances where the
financial intermediary has any suspicions as to the source of the
application monies;
VI.
retain Investor identification records for at least the minimum
period required under applicable Rules, and shall, if so requested,
make such records available to the relevant Dealer, NAB or directly
to the appropriate authorities with jurisdiction over NAB and/or the
relevant Dealer in order to enable NAB and/or the relevant Dealer
to comply with anti-money laundering, anti-bribery, anti-corruption
and "know your client" Rules applying to NAB and/or the relevant
Dealer;
VII.
ensure that no holder of Notes or potential Investor in Notes shall
become an indirect or direct client of NAB or the relevant Dealer
for the purposes of any applicable Rules from time to time, and to
the extent that any client obligations are created by the relevant
financial intermediary under any applicable Rules, then such
financial intermediary shall perform any such obligations so arising;
VIII.
co-operate with NAB and the relevant Dealer in providing such
information (including, without limitation, documents and records
maintained pursuant to paragraph (VI) above) upon written request
from NAB or the relevant Dealer as is available to such financial
intermediary or which is within its power and control from time to
time, together with such further assistance as is reasonably
requested by NAB or the relevant Dealer:
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(i) in connection with any request or investigation by any relevant
regulator in relation to the Notes, NAB or the relevant Dealer;
and/or
(ii) in connection with any complaints received by NAB and/or the
relevant Dealer relating to NAB and/or the relevant Dealer or
another Authorised Offeror including, without limitation,
complaints as defined in rules published by any relevant
regulator of competent jurisdiction from time to time; and/or
(iii) which NAB or the relevant Dealer may reasonably require from
time to time in relation to the Notes and/or as to allow NAB or
the relevant Dealer fully to comply within its own legal, tax and
regulatory requirements,
in each case, as soon as is reasonably practicable and, in any event,
within any time frame set by any such regulator or regulatory
process;
IX.
during the primary distribution period of the Notes: (i) not sell the
Notes at any price other than the Issue Price specified in the
applicable Final Terms (unless otherwise agreed with the relevant
Dealer); (ii) not sell the Notes otherwise than for settlement on the
Issue Date specified in the relevant Final Terms; (iii) not appoint
any sub-distributors (unless otherwise agreed with the relevant
Dealer); (iv) not pay any fee or remuneration or commissions or
benefits to any third parties in relation to the offering or sale of the
Notes (unless otherwise agreed with the relevant Dealer); and (v)
comply with such other rules of conduct as may be reasonably
required and specified by the relevant Dealer;
X.
either (i) obtain from each potential Investor an executed
application for the Notes, or (ii) keep a record of all requests such
financial intermediary (x) makes for its discretionary management
clients, (y) receives from its advisory clients and (z) receives from
its execution-only clients, in each case prior to making any order for
the Notes on their behalf, and in each case maintain the same on its
files for so long as is required by any applicable Rules;
XI.
ensure that it does not, directly or indirectly, cause NAB or the
relevant Dealer to breach any Rule or subject NAB or the relevant
Dealer to any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction;
XII.
comply with the conditions to the consent referred to under
"Common conditions to consent" below and any further
requirements relevant to the Non-exempt Offer as specified in the
applicable Final Terms;
XIII.
make available to each potential Investor in the Notes the Offering
Circular (as supplemented as at the relevant time, if applicable), the
applicable Final Terms and any applicable information booklet
provided by NAB for such purpose, and not convey or publish any
information that is not contained in or entirely consistent with the
Offering Circular; and
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XIV.
if it conveys or publishes any communication (other than the
Offering Circular or any other materials provided to such financial
intermediary by or on behalf of NAB for the purposes of the
relevant Non-exempt Offer) in connection with the relevant Non-
exempt Offer, it will ensure that such communication (A) is fair,
clear and not misleading and complies with the Rules, (B) states
that such financial intermediary has provided such communication
independently of NAB, that such financial intermediary is solely
responsible for such communication and that none of NAB and the
relevant Dealer accepts any responsibility for such communication
and (C) does not, without the prior written consent of NAB or the
relevant Dealer (as applicable), use the legal or publicity names of
NAB or the relevant Dealer or any other name, brand or logo
registered by an entity within their respective groups or any material
over which any such entity retains a proprietary interest, except to
describe NAB as issuer of the relevant Notes on the basis set out in
the Offering Circular;
(B)
agrees and undertakes to indemnify each of NAB and the relevant Dealer (in each
case on behalf of such entity and its respective directors, officers, employees,
agents, affiliates and controlling persons) against any losses, liabilities, costs,
claims, charges, expenses, actions or demands (including reasonable costs of
investigation and any defence raised thereto and counsel's fees and disbursements
associated with any such investigation or defence) which any of them may incur or
which may be made against any of them arising out of or in relation to, or in
connection with, any breach of any of the foregoing agreements, representations,
warranties or undertakings by such financial intermediary, including (without
limitation) any unauthorised action by such financial intermediary or failure by such
financial intermediary to observe any of the above restrictions or requirements or the
making by such financial intermediary of any unauthorised representation or the
giving or use by it of any information which has not been authorised for such
purposes by NAB or the relevant Dealer; and
(C)
agrees and accepts that:
I.
the contract between NAB and the financial intermediary formed
upon acceptance by the financial intermediary of NAB's offer to
use the Offering Circular with its consent in connection with the
relevant Exempt Offer (the Authorised Offeror Contract), and any
non-contractual obligations arising out of or in connection with the
Authorised Offeror Contract, shall be governed by, and construed in
accordance with, English law;
II.
the courts of England are to have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the
Authorised Offeror Contract (including a dispute relating to any
non-contractual obligations arising out of or in connection with the
Authorised Offeror Contract) and accordingly submits to the
exclusive jurisdiction of the English courts; and
III.
each relevant Dealer will, pursuant to the Contracts (Rights of Third
Parties) Act 1999, be entitled to enforce those provisions of the
Authorised Offeror Contract which are, or are expressed to be, for
their benefit, including the agreements, representations, warranties,
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undertakings and indemnity given by the financial intermediary
pursuant to the Authorised Offeror Terms.
Any Authorised Offeror falling within (b) above who meets all of the conditions set out
in (b) and the other conditions stated in "Common Conditions to Consent" below and
who wishes to use this Offering Circular in connection with a Non-exempt Offer is
required, for the duration of the relevant Offer Period, to publish on its website the
statement (duly completed) specified at paragraph (b)(ii) above.
Common Conditions to Consent
The conditions to NAB's consent are (in addition to the conditions described in paragraph (b) above if Part B
of the applicable Final Terms specifies "General Consent" as "Applicable") that such consent:
(i)
is only valid during the Offer Period specified in the applicable Final Terms;
(ii)
only extends to the use of this Offering Circular to make Non-exempt Offers of the relevant Tranche
of Non-Exempt PD Notes in one or more of Luxembourg, Austria, Belgium, France, Germany,
Ireland, Italy, The Netherlands and The United Kingdom (the Public Offer Jurisdictions), as
specified in the applicable Final Terms; and
(iii)
the consent is subject to any other conditions set out in Part B of the applicable Final Terms.
The only Relevant Member States which may, in respect of any Tranche of Notes, be specified in the
applicable Final Terms (if any Relevant Member States are so specified) as indicated in (ii) above, will be
Luxembourg, Austria, Belgium, France, Germany, Ireland, Italy, The Netherlands and The United Kingdom,
and accordingly each Tranche of Notes may only be offered to Investors as part of a Non-exempt Offer in
Luxembourg, Austria, Belgium, France, Germany, Ireland, Italy, The Netherlands and The United Kingdom,
as specified in the applicable Final Terms, or otherwise in circumstances in which no obligation arises for
NAB or any Dealer to publish or supplement a prospectus for such offer.
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NON-EXEMPT PD NOTES IN
A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS
AND SALES OF SUCH NON-EXEMPT PD NOTES TO AN INVESTOR BY SUCH AUTHORISED
OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER
ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH
INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT
ARRANGEMENTS. NAB WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH
SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT OFFER OR SALE OF THE
NON-EXEMPT PD NOTES CONCERNED AND, ACCORDINGLY, THIS OFFERING CIRCULAR
AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR
MUST LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION AND THE AUTHORISED OFFEROR WILL BE
RESPONSIBLE FOR SUCH INFORMATION. NONE OF NAB OR ANY DEALER (EXCEPT
WHERE SUCH DEALER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY
RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
U.S. INFORMATION
NEITHER THE NOTES NOR THE GUARANTEE (IN THE CASE OF GUARANTEED NOTES)
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
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