NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S. PERSON OR ANY PERSON ACTING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
Suncorp Group Limited Capital Notes 3 Offer
We are pleased to present you with the initial public offering (Offer) of Suncorp Group Limited Capital Notes 3 (CN3 or Securities). The Offer is made under the Prospectus dated 11 November 2019 (Offer Document) which has been lodged with the Australian Securities and Investments Commission (ASIC), an electronic copy of which can be downloaded here. Commonwealth Bank of Australia is acting as Joint Lead Manager to the Offer.
Offer overview
The offer is to raise approximately $250 million (with the ability to raise more or less) at an application price of $100 per CN3. The Margin is expected to be between 3.00% and 3.20% per annum and will be determined through the Bookbuild.
The Offer consists of:
- a Securityholder Offer,
- a Reinvestment Offer, and
- a Broker Firm Offer
Please note, CommSec Adviser Services will only be accepting bids for the Reinvestment Offer.
Reinvestment Offer
Under the Reinvestment Offer, Eligible CPS3 Holders may apply for some or all of the CPS3 registered in their name at 7:00pm (Sydney time) on 6 November 2019 to be repaid in the amount of $100 per CPS3, and to have the proceeds applied on the Issue Date to the Application Payment for CN3.
A CPS3 Holder is:
- a registered holder of CPS3 at 7:00pm (Sydney time) on 6 November 2019;
- shown on the CPS3 register as having an address in Australia; and
- not in the United States or acting for the account or benefit of a person in the United States.
Announcement of Margin and Replacement Prospectus
The Margin will be announced on 18 November 2019 and a replacement prospectus will be lodged with ASIC on 19 November 2019 (Replacement Prospectus). You must also read the Replacement Prospectus which can be downloaded from www.asx.com.au from 5:00pm (Sydney time) on 19 November 2019.
CommSec Adviser Services will only be accepting bids for the Reinvestment Offer.
| Key dates for the Offer* |
2019 |
| Record date for determining Eligible Securityholders |
7:00pm (Sydney time)
6 November |
| Lodgement of this Prospectus with ASIC |
11 November |
| Bookbuild to determine the Margin |
18 November |
| Announcement of the Margin |
18 November |
| Lodgement of the replacement Prospectus with ASIC |
19 November |
| Opening Date for Broker Firm Offer and the Securityholder Offer |
19 November |
| Closing Date for the Securityholder Offer |
5:00pm (Sydney time)
10 December |
| Closing Date for the Broker Firm Offer (excluding applications in respect of the Reinvestment Offer) |
10:00am (Sydney time)
13 December |
| Issue Date |
17 December |
| Capital Notes 3 commence trading on ASX (deferred settlement basis) |
18 December |
| Date the Holding Statements are despatched by |
19 December |
| Capital Notes 3 commence trading on ASX (normal settlement basis) |
20 December |
| Key dates for Capital Notes 3 |
Date |
| First quarterly Distribution Payment Date |
17 March 2020 |
| Optional Exchange Date |
17 June 2026 |
| Scheduled Mandatory Conversion Date |
17 June 2028 |
| Key dates for CPS3 Holders |
Date |
| Record date for determining Eligible CPS3 Holders for the Reinvestment Offer |
7:00pm (Sydney time)
6 November 2019 |
| Opening Date for the Reinvestment Offer |
19 November 2019 |
| Closing Date for the Reinvestment Offer |
5:00pm (Sydney time)
10 December 2019 |
| Closing Date for the Broker Firm Offer (applications in respect of the Reinvestment Offer) |
5:00pm (Sydney time)
10 December 2019 |
| Reinvestment CPS3 Repayment Date and scheduled dividend payment date for all CPS3 |
17 December 2019 |
| Optional exchange date for remaining CPS3 |
17 June 2020 |
*All dates for the offer are indicative only and subject to change without notice. For a full list of key dates for the offer, please refer to the Offer Document.
Key Risks
Section 5 of the Offer Document describes the key risks associated with CN3 specifically and Suncorp which may affect CN3. Potential investors should consider whether CN3 is a suitable investment for them and seek advice from a financial adviser or other professional adviser. This is factual information only: it is not advice or an express or implied recommendation and has not taken into account your investment objectives, financial situation or particular needs.
Where can I learn more about investing in bank hybrid securities?
CBA has developed an interactive module on bank hybrid securities basics which may assist you to better understand bank hybrid securities, their features and risks. It explains the different ways you may invest in a bank, including by depositing money or investing in securities issued by a bank.
The module is available at www.commbank.com.au/about-us/shareholders/securities/bank-hybrid-securities-basics.html.
ASIC has published guidance on hybrid securities on their MoneySmart website which may be relevant to your consideration of the Securities. You can find this guidance by searching ‘hybrid securities’ at www.moneysmart.gov.au. The guidance includes a series of questions you should ask before you invest in hybrid securities, as well as a short quiz to check your understanding of how hybrids work, their features and risks.
Further information and How to bid
The Offer is made in relation to the Offer Document. You should read the Offer Document carefully before deciding whether to participate in the Offer. An electronic version of the Offer Document (“Electronic Prospectus”) can be downloaded from www.asx.com.au. The Offer or invitation to which the Electronic Prospectus relates is only available to persons receiving the Electronic Prospectus in Australia. A paper copy of the Offer Document can be requested by contacting the CN3 Information Line on 1300 402 422 (Monday to Friday 8:00am – 7:30pm, Sydney time) during the Offer Period.
The Offer seeks to raise approximately $250 million (with the ability to raise more or less) at an application price of $100 per CN3.
If you are interested in bidding for the Offer for your clients please click the button below. Please note that CN3 are limited and will be allocated according to demand. Bids for the Reinvestment Offer must be lodged by 5pm (AEDT) 18 November 2019. Any late bids will run the risk of missing out on firm allocation.
CBA may, in consultation with the Arrangers, vary the timetable, including to close the offer early. As such, you are encouraged to lodge your bid form as soon as possible.
VIEW PROSPECTUS DOWNLOAD BID FORM
Once the allocation has been provided, we will provide you with a spreadsheet that you need to complete to register your clients and amounts allocated to them. As part of this Offer, Financial Advisers/Dealer Groups will receive a 0.75% fee (exclusive of GST) of the total value of CN3 placed through the Reinvestment Offer.
We’re here to help
For more information regarding the Offer, please contact our Account Management team on 1800 252 351, email IPO@cba.com.au or contact your Relationship Manager.
Important information
This information has been prepared by Australian Investment Exchange Ltd (“Ausiex”) ABN 71 076 515 930 AFSL No. 241400. Ausiex is a wholly owned but non-guaranteed subsidiary of Commonwealth Bank of Australia (“CBA”) ABN 48 123 123 124 AFSL and Australian credit licence 234945, and a Participant of the Australian Securities Exchange Limited (ASX) and Chi-X Australia Pty Ltd, a clearing participant of ASX Clear Pty Limited and a settlement participant of ASX Settlement Pty Limited. CommSec Adviser Services is a brand of CBA. Share Trading services are provided by Ausiex.
In receiving and accessing this Communication you will be deemed to have represented, warranted and agreed that:
- you are in Australia and are not acting for the account or benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933);
- you will be bound by the terms and conditions in this Important Notice, including any modifications that we inform you of or that you receive as a result of such accessing more information from us; and
- you will not copy or reproduce in whole or in part this information or distribute it to any other person.
Offer of Securities
The Offer Document is an important document that contains details of the Offer. It should be read in its entirety before you decide whether to participate in the Offer.
This Communication is for information only and does not constitute part of the Offer Document. You should rely only on information in the Prospectus and any Supplementary or Replacement Prospectus.
Lodgement of the Offer Document
The Offer Document is dated 11 November 2019 and was lodged with ASIC on or about that date.
Exposure Period
The Corporations Act 2001 (Cth) prohibits CBA from accepting or processing applications for the Securities under the Offer Document in the seven day period after the date of lodgement of the Offer Document with ASIC (“Exposure Period”). This period may be extended by ASIC by up to a further seven days.
Confirmation of firm allocation of Securities for CommSec Adviser Services clients located in Australia will only be provided following the conclusion of the Exposure Period.
Warning - This information does not constitute an offer of securities
This information and the Offer Document are only available to residents of Australia from within Australia. The Offer Document does not constitute an offer of Securities or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Offer Document, the offer or the Securities in any jurisdiction other than Australia.
The distribution of this information and documents referred to therein (including the Offer Document) outside Australia is restricted by law. You should inform yourself of and observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.
Nothing contained in this information or in the Offer Document constitutes investment, legal, business, taxation or other advice, nor is it to be relied on in making an investment in the Securities. This information and the Offer Document does not take into account your investment objectives, financial situation or particular needs, and you should seek advice from your professional adviser before making a decision to invest in the Securities.
Neither CBA nor any of its related bodies corporate (including CommSec) or affiliates warrants or guarantees the future performance of the Securities or any return on any investment in the Issuer made pursuant to the Offer Document.
To the fullest extent permitted by law, none of CBA, CommSec, their related bodies corporate and affiliates, their agents, representatives or advisers accepts any responsibility or liability (whether or not arising from fault or negligence on the part of any of them) for any loss whatsoever arising (including, without limitation, for any direct, indirect or consequential loss) from any use of this information or otherwise arising in connection with it.
CBA's Role and Disclosure of Fees
CBA is a Joint Lead Manager to the Offer and may receive fees for acting in this capacity. CBA has made a firm allocation of Securities available to AUSIEX for distribution among its clients and may receive a fee from CBA for making the Offer available to its clients.
Neither CBA nor any of its associates warrants or guarantees the future performance of the Issuer or any return on any investment in Securities made pursuant to the Offer Document.
To the fullest extent permitted by law, CBA and its related bodies corporate and affiliates, nor the, agents, representatives or advisers of any of them accepts any responsibility or liability (whether or not arising from fault or negligence on the part of any of them) for any loss whatsoever arising (including, without limitation, for any direct, indirect or consequential loss) from any use of this Communication or otherwise arising in connection with it.
Published: 11 November 2019