Commonwealth Bank of Australia announces tender for certain of its outstanding notes guaranteed by the Commonwealth of Australia

NEW YORK and SYDNEY, April 7, 2014 /PRNewswire/ -- Commonwealth Bank of Australia ("CBA") announced today that it commenced a cash tender offer for any and all of the outstanding Notes guaranteed by the Commonwealth of Australia (the "Notes") listed in the table below.  The tender offer is being made pursuant to an offer to purchase dated today and related letter of transmittal, which set out a more complete description of the terms and conditions of the tender offer, including the calculation of the cash purchase price in the case of the Fixed Rate Notes (as defined below).  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.

The tender offer will expire at 5:00 P.M., New York City time, on April 14, 2014, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Expiration Time") unless extended or earlier terminated.  To be eligible to receive the applicable purchase price, holders of the Notes must validly tender and not validly withdraw their Notes on or prior to the Expiration Time.  Tendered Notes may be withdrawn at any time on or prior to, but not after, the Expiration Time.

The following table summarizes the material pricing terms of the tender offer:

⁽¹⁾     The Notes are guaranteed by the Commonwealth of Australia (the "Commonwealth") under the Deed of Guarantee, dated November 20, 2008, executed on behalf of the Commonwealth.

⁽²⁾     See Schedule B to the Offer to Purchase for hypothetical calculations.

CBA will pay holders of the Series 2009-B76 Notes, the Series 2009-B88 Notes and the Series 2009-B102 Notes (collectively, the "Fixed Rate Notes") that validly tender and do not validly withdraw their Fixed Rate Notes prior to the Expiration Time an amount described below, and will pay holders of the Series 2009-B75 Notes and Series 2009-B89 Notes (collectively, the "Floating Rate Notes") that validly tender and do not validly withdraw their Floating Rate Notes prior to the Expiration Time the purchase price per US$1,000 principal amount of such series of Floating Rate Notes set forth in the table above.

The purchase price for each series of Fixed Rate Notes is calculated as described in the offer to purchase in a manner intended to result in a yield to maturity equal to the sum of the yield to maturity of the applicable reference U.S. Treasury Reference Security for such series of Fixed Rate Notes set forth in the table above as measured at 2:00 P.M., New York City time, on April 14, 2014 (such time and date, as the same may be extended, the "Price Determination Time") plus the applicable fixed spread as shown in the table above.

In addition, holders of Notes that are validly tendered and accepted for purchase will receive accrued and unpaid interest on the Notes up to, but not including, the settlement date.  CBA expects the settlement date to occur on April 16, 2014, which is two business days following the expiration of the tender offer.

The tender offer is not conditioned upon any minimum amount of Notes being tendered.  However, the tender offer is subject to the satisfaction or waiver of certain conditions set forth in the offer to purchase.

Citigroup Global Markets Inc., Commonwealth Bank of Australia and J.P. Morgan Securities LLC are serving as dealer managers, and D.F. King & Co., Inc. is serving as the tender agent and information agent for the tender offer. Commonwealth Bank of Australia is acting as a dealer manager only in respect of Notes held by holders outside the United States.

Neither the offer to purchase nor the related letter of transmittal has been lodged with the Australian Securities and Investments Commission and the tender offer is 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.

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 and conditions set forth in the offer to purchase and the related letter of transmittal. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Requests for documents may be directed to D.F. King & Co., Inc. toll-free at (800) 859-8508, via email at [email protected] or in writing at 48 Wall Street, New York, New York 10005.  Questions regarding the tender offer in the United States may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Commonwealth Bank of Australia at (+61)(2) 9118-4500 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4394 (collect).

SOURCE Commonwealth Bank of Australia