2014

National Australia Bank (ABN 12 004 044 937) ("NAB") Announces Determination of Purchase Price for Tender Offer for 3.375% Senior Notes due July 8, 2014 Guaranteed by the Commonwealth of Australia

NEW YORK and SYDNEY, Nov. 7, 2012 /PRNewswire/ -- In connection with its previously announced cash tender offer for any and all of its 3.375% Guaranteed Senior Notes due July 8, 2014 outstanding in an aggregate principal amount of US$1.0 billion (the "Fixed Rate Notes") and any and all of its Floating Rate Guaranteed Senior Notes due July 8, 2014 outstanding in an aggregate principal amount of US$1.75 billion (the "Floating Rate Notes"), NAB announced today the determination of the Purchase Price (as defined below) for its Fixed Rate Notes.  The tender offer is being made pursuant to an offer to purchase, dated October 30, 2012 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the related letter of transmittal, which set forth a more complete description of the terms and conditions of the tender offer, including the calculation of the cash purchase price. Holders of the Notes are urged to read the Offer to Purchase and the related letter of transmittal carefully before making any decisions with respect to the tender offer.

NAB will pay holders of the Fixed Rate Notes a purchase price (the "Purchase Price") equal to US$1,052.44 per US$1,000 principal amount of the Fixed Rate Notes (excluding accrued interest).  In addition to the Purchase Price, NAB will also pay accrued and unpaid interest on Fixed Rate Notes purchased pursuant to the tender offer to, but not including, the settlement date.  NAB expects the settlement date to be November 9, 2012, which is the second business day following the Expiration Time (as defined below).

The Purchase Price was determined by reference to a fixed spread of minus 5 basis points plus the bid-side yield to maturity of the 0.25% U.S. Treasury Notes due October 31, 2014, calculated by HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and nabSecurities, LLC, as global dealer managers, at 11:00 a.m., New York City time, today, November 7, 2012.  The following table summarizes the material pricing terms of the tender offer:

Title of Security

CUSIP
Numbers

ISIN

Principal
Amount
Outstanding

 

Purchase

 Price

U.S. Treasury

Reference

 Security

Bloomberg

Reference

 Page

Fixed

Spread

(Basis

 Points)

3.375% Fixed

Rate Notes due

July 8, 2014

Guaranteed by

the Commonwealth

of Australia

144A: 6325C0AV3

Reg S: 6325C1AV1

144A: US6325C0AV33

Reg S: US6325C1AV16

US$1,000,000,000

US$1,052.44

0.25% October 31, 2014

PX1

-5

 

No change has been made to the previously announced purchase price of US$1,009.82 per US$1,000 principal amount of Floating Rate Notes.

The tender offer will expire at 5:00pm, New York City time, on November 7, 2012 unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Expiration Time").  Holders of the Notes must validly tender and not validly withdraw their Notes on or prior to the Expiration Time to be eligible to receive the Purchase Price. Tenders of Notes may be withdrawn at any time on or prior to, but not after, the Expiration Time.

The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.

HSBC Securities (USA) LLC, J.P. Morgan Securities LLC and nabSecurities, LLC are serving as global dealer managers and D.F. King & Co., Inc. is serving as the tender agent and information agent for the tender offer.

No prospectus or other disclosure document (as defined in the Corporations Act 2001 or Australia (the "Corporations Act")) in relation to the offer has been or will be lodged with the Australian Securities and Investments Commission ("ASIC") and the Offer to Purchase does not comply with Division 5A of Part 7.9 of the Corporations Act. In addition:

(a) no offers or applications will be made or invited for the purchase of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and

(b) the Offer to Purchase or any other offering material or advertisement relating to any Notes will not be distributed or published in Australia,

Unless (i) the aggregate consideration payable by NAB is at least A$500,000 (or its equivalent in other currencies but disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act; (ii) such action complies with all applicable laws and regulations; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.

This media release is not an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made only pursuant to the terms of the Offer to Purchase and the related letter of transmittal.

Requests for documents may be directed to D.F. King & Co., Inc. toll-free at (800) 967-4617 or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005.  Questions regarding the tender offer be directed to any of the global dealer managers at:

 HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

Toll Free: (888) HSBC-4LM

Collect: (212) 525-5552

Attention: Liability Management Group

 J.P. Morgan Securities LLC

383 Madison Avenue, 3rd Floor

New York, New York 10179

Toll Free: (866) 834-4666

Collect: (212) 834-2494

Attention: Liability Management Desk

nabSecurities, LLC

245 Park Avenue, 28th Floor

New York, New York 10167

Tel: (212) 916-9688

Fax: (212) 949-9515

Attention: Debt Syndicate

 

SOURCE National Australia Bank Limited




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