2014

Westpac Announces Pricing of Tender Offers For Any and All of Its 3.18% Guaranteed Senior Notes due July 16, 2014 and 2.900% Guaranteed Senior Notes due September 10, 2014

SYDNEY, June 11, 2013 /PRNewswire/ -- Westpac Banking Corporation announced today the determination of the purchase price for its previously announced cash tender offer for any and all of its 3.18% Guaranteed Senior Notes due July 16, 2014 outstanding in an aggregate principal amount of US$300 million (the "3.18% Notes") and the purchase price for its previously announced cash tender offer for any and all of its 2.900% Guaranteed Senior Notes due September 10, 2014 outstanding in an aggregate principal amount of US$1.75 billion (the "2.900% Notes" and, together with the 3.18% Notes, the "Fixed Rate Notes"). Westpac Banking Corporation previously announced the purchase price for each Series of Floating Rate Notes (each as defined below) applicable to its previously announced cash tender offers for any and all of its Guaranteed Floating Rate Senior Notes due July 16, 2014 outstanding in an aggregate principal amount of US$1.2 billion (the "July 2014 Floating Rate Notes") and Guaranteed Floating Rate Senior Notes due September 10, 2014 outstanding in an aggregate principal amount of US$1.75 billion (the "September 2014 Floating Rate Notes" and, together with the July 2014 Floating Rate Notes, the "Floating Rate Notes"; each of the 3.18% Notes, 2.900% Notes, July 2014 Floating Rate Notes and September 2014 Floating Rate Notes, a "Series" and, collectively, the "Notes"). The tender offers are being made pursuant to the offers to purchase and related letter of transmittal, each dated May 29, 2013, which set forth a more complete description of the terms and conditions of the tender offers, including the calculation of the applicable Fixed Rate Purchase Price. Holders of the Notes are urged to read the offers to purchase and the related letter of transmittal carefully before making any decisions with respect to the tender offers.

Each of the tender offers will expire at 5:00 p.m., New York City time, on June 11, 2013, unless extended (such time and date, with respect to a particular offer, as the same may be extended, the "Expiration Time") or earlier terminated. To be eligible to receive the purchase price for each Series of Notes, holders of the Notes must validly tender and not validly withdraw their Notes at or prior to the applicable Expiration Time. Tendered Notes may be withdrawn at any time at or prior to, but not after, the applicable Expiration Time.

Westpac will pay holders of the 3.18% Notes that validly tender and do not validly withdraw their 3.18% Notes at or prior to the applicable Expiration Time an amount equal to US$1,032.74 per US$1,000 principal amount of 3.18% Notes (the "3.18% Notes Purchase Price") and will pay holders of the 2.900% Notes that validly tender and do not validly withdraw their 2.900% Notes at or prior to the applicable Expiration Time an amount equal to US$1,033.53 per US$1,000 principal amount of 2.900% Notes (the "2.900% Notes Purchase Price"). As previously announced, Westpac will pay holders of the July 2014 Floating Rate Notes that validly tender and do not validly withdraw their July 2014 Floating Rate Notes at or prior to the applicable Expiration Time an amount equal to US$1,007.48 per US$1,000 principal amount of July 2014 Floating Rate Notes, and will pay holders of the September 2014 Floating Rate Notes that validly tender and do not validly withdraw their September 2014 Floating Rate Notes at or prior to the applicable Expiration Time an amount equal to US$1,005.93 per US$1,000 principal amount of September 2014 Floating Rate Notes. In addition to the purchase price for each Series of Notes, Westpac will also pay accrued and unpaid interest on Notes purchased to, but not including, the settlement date (the "Accrued Interest"). Westpac expects the settlement date for each Series to be June 13, 2013, the second business day following the applicable Expiration Time.

The 3.18% Notes Purchase Price was determined by reference to a fixed spread of 0 basis points plus the bid-side yield to maturity of the 0.625% U.S. Treasury Notes due July 15, 2014 and the 2.900% Notes Purchase Price was determined by reference to a fixed spread of 0 basis points plus the bid-side yield to maturity of the 0.25% U.S. Treasury Notes due August 31, 2014, each calculated by BofA Merrill Lynch, as global dealer manager, at 11:00 a.m., New York City time, today, June 11, 2013. The table below sets forth some of the pricing terms for the Notes.

Title of Security

CUSIP
Numbers

ISIN
Numbers

Principal
Amount
Outstanding
(USD)

U.S. Treasury
Reference Security

Reference
Yield

Fixed
Spread
(Basis
Points)

Tender
Offer
Yield

Purchase
Price(1)










Fixed Rate Notes


















3.18% Guaranteed Senior Notes due July 16, 2014

9612ENAE7

US9612ENAE77

US$300,000,000

0.625% U.S.
Treasury Note
due July 15, 2014

0.177%

+0

0.177%

US$1,032.74










2.900% Guaranteed Senior Notes due September 10, 2014

9612EMAH2 9612ENAH0

US9612EMAH26 US9612ENAH09

US$1,750,000,000

0.25% U.S.
Treasury Note due August 31, 2014

0.195%

+0

0.195%

US$1,033.53










Floating Rate Notes


















Guaranteed Floating Rate Senior Notes due July 16, 2014

9612EMAF6 9612ENAF4

US9612EMAF69 US9612ENAF43

US$1,200,000,000

N/A

N/A

N/A

N/A

US$1,007.48










Guaranteed Floating Rate Senior Notes due September 10, 2014

9612EMAJ8
9612ENAJ6

US9612EMAJ81 US9612ENAJ64

US$1,750,000,000

N/A

N/A

N/A

N/A

US$1,005.93





(1) Per $1,000 principal amount of Notes validly tendered and accepted by Westpac. Excludes Accrued Interest.

The tender offers are subject to the satisfaction or waiver of certain conditions set forth in the offers to purchase.

BofA Merrill Lynch is serving as global dealer manager and Westpac Banking Corporation is serving as co-dealer manager outside the United States, and Global Bondholder Services Corporation is serving as the depositary and information agent for the tender offers.

Neither the offers to purchase nor the related letter of transmittal has been lodged with the Australian Securities and Investments Commission and the tender offers are only available to persons in Australia to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia.

Requests for documents may be directed to Global Bondholder Services Corporation toll-free at (866) 389-1500 or in writing at 65 Broadway – Suite 404, New York, New York 10006, Attention: Corporate Actions. Questions regarding the tender offers in the United States may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect) and by investors outside the United States to BofA Merrill Lynch at the numbers above or to Westpac Banking Corporation at + 61 2 8253 4574.

Westpac Banking Corporation ABN 33 007 457 141

SOURCE Westpac Banking Corporation




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