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NATIONAL AUSTRALIA BANK LTD
·
6-K
Jun 11, 7:05 PM ET
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NATIONAL AUSTRALIA BANK LTD 6-K
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Contents
95
National Australia Bank updates domestic debt issuance programme
1 Interpretation
2 Amendments
3 Confirmation and acknowledgement
3.1 Confirmation
3.2 Conflict
3.3 Transaction Document
4 Costs
5 General
6 Governing law
A The Issuer proposes to issue STNs (as defined in the STN Terms and Conditions) from time to time.
B The STNs will be issued in registered form by inscription in the Register (as defined in the STN Terms and Conditions).
1 The STNs
1.1 Creation of STNs
1.2 Undertaking to pay
(a) to pay, in respect of each STN which is held by the STN Holder, the principal, any interest and any other money payable in respect of each STN in accordance with the STN Terms and Conditions; and
(b) otherwise to comply with the STN Terms and Conditions.
1.3 Appointment of Registrar
2 Rights and obligations of STN Holders
2.1 Benefit and entitlement
2.2 Rights independent
2.3 STN Holders bound
2.4 Directions to hold STN Deed Poll
3 Governing law, jurisdiction and service of process
3.1 Governing law
3.2 Jurisdiction
4 Interpretation
4.1 Definitions
4.2 Interpretation
(a) an unconditional and irrevocable undertaking by the Issuer to the STN Holder to make all payments in respect of the STN in accordance with the STN Documents; and
(b) an entitlement to the other benefits given to the STN Holders under the STN Documents in respect of the relevant STN.
(a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual costs in connection with the conversion; and
(b) the Issuer satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the costs of the conversion.
1 Interpretation
2 Amendments
3 Confirmation and acknowledgement
3.1 Confirmation
3.2 Conflict
3.3 Transaction Document
4 Costs
5 General
6 Governing law
1 The MTNs
1.1 Creation of MTNs
1.2 Undertaking to pay
(a) to pay, in respect of each MTN held by the MTN Holder, the principal, any interest and any other money payable in respect of each MTN in accordance with the MTN Terms and Conditions; and
(b) otherwise to comply with the MTN Terms and Conditions.
1.3 Appointment of Registrar
2 Rights and obligations of MTN Holders
2.1 Benefit and entitlement
2.2 Rights independent
2.3 MTN holders bound
2.4 Directions to hold MTN Deed Poll
3 Governing law, jurisdiction and service of process
3.1 Governing law
3.2 Jurisdiction
4 Interpretation
4.1 Definitions
4.2 Interpretation
(a) a Fixed Rate MTN;
(b) a Floating Rate MTN;
(c) an Index Linked MTN;
(d) a Zero Coupon MTN;
(e) a Structured MTN,
or any other type of MTN specified in the relevant Pricing Supplement.
MTNs may be held in a Clearing System. If MTNs are held in a Clearing System, the rights of each MTN Holder and any other person holding an interest in those MTNs are subject to the rules and regulations of the Clearing System. The Issuer is not responsible for anything the Clearing System does or omits to do.
The Undated Subordinated Notes do not limit the amount of senior debt, deposits or other obligations that may be incurred or assumed by the Issuer at any time.
6 Negative pledge
(a) the offer or invitation giving rise to the transfer is neither:
(i) an offer or invitation which requires disclosure to investors under Part 6D.2 of the Corporations Act; nor
(ii) an offer to a retail client for the purposes of Chapter 7 of the Corporations Act; and
(b) the transfer complies with any applicable law or directive of the jurisdiction where the transfer takes place.
(a) transferred through, or registered on, the Clearing House Electronic Subregister System operated by the ASX; or
(b) “Approved Financial Products” (as defined for the purposes of that system).
(a) if the MTN is held in a Clearing System, by crediting on the Payment Date, the amount due to the account previously notified by the Clearing System to the Issuer and the Registrar in accordance with the Clearing System’s rules and regulations in the country of the currency in which the payment is due; and
(b) if the MTN is not held in a Clearing System, subject to Condition 15.4 (“Payments by cheque”) by crediting on the Payment Date, the amount due to an account previously notified by the MTN Holder to the Issuer and the Registrar in the country of the currency in which the payment is due.
(a) the deduction is required in respect of Taxes by reason of the MTN Holder or beneficial holder having some connection with a Relevant Tax Jurisdiction other than the mere holding of the MTN or receipt of payment in respect of the MTN. However, an MTN Holder is not regarded as having a connection with Australia on account of the MTN Holder being a resident of Australia within the meaning of the Tax Act where, and to the extent, those taxes are payable by reason of section 128B(2A) of the Australian Tax Act;
(b) the deduction is required as a result of Taxes which would not be required to be deducted if the MTN Holder (or a person acting on its behalf):
(i) provided the Issuer, its agent or any tax authority with the MTN Holder’s name, address, registration number, Australian tax file number, Australian business number or similar details or any relevant tax exemption or similar details; or
(ii) ensured that any third party complied with any other statutory requirements (such as making a declaration of non-residence or similar claim) for any relevant tax exemption; or
(c) such other circumstances as may be specified in the Pricing Supplement.
(a) (payment default) If a Payment Default occurs and is continuing, a Subordinated MTN Holder may bring proceedings:
(i) to recover any amount then due and payable but unpaid on its Subordinated MTNs (subject to the Issuer being able to make the payment and remain Solvent);
(ii) to obtain an order for specific performance of any other obligation in respect of its Subordinated MTNs; or
(iii) for the winding up of the Issuer.
(b) (winding up default) If a Winding Up Default occurs and is continuing, a Subordinated MTN Holder may, in addition to taking any of the actions specified in Condition 18.4(a) above, by notice to the Issuer declare that its Subordinated MTNs must be redeemed immediately for an amount equal to the principal of the Subordinated MTNs together with any accrued interest or other amounts (in each case to the extent unpaid) and, subject to Condition 7.3 (“Subordination”), may prove in the winding up of the Issuer for that amount.
(a) “Payment Default” means either:
(i) (failure to pay principal): the Issuer does not pay any principal or Redemption Amount due in respect of the Subordinated MTNs of the relevant Series within seven days of its due date; or
(ii) (failure to pay interest or other amounts) the Issuer does not pay any interest or other amount due in respect of the Subordinated MTNs of the relevant Series within 30 days of its due date; and
(b) “Winding Up Default” means a Winding Up occurs other than for the purposes of a consolidation, amalgamation, merger or reconstruction which has been approved by an Extraordinary Resolution of the relevant Subordinated MTN Holders or in which the surviving entity has assumed or will assume expressly or by law all obligations of the Issuer in respect of the Subordinated MTNs of the relevant Series.”
(a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual costs in connection with the conversion; and
(b) the Issuer satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the costs of the conversion.
(a) the Substituted Debtor shall succeed to, and be substituted for, and may exercise every right and power, of the Issuer under the Relevant MTNs, the MTN Documents with the same effect as if the Substituted Debtor had been named as the Issuer in it;
(b) and the Issuer shall be released from its obligations under the Relevant MTNs and under the MTN Documents; and
(c) references in these Conditions to the Issuer are taken, where the context so requires, to be or include references to such Substituted Debtor.
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