Colonial Holding Company Limited
MEDIA RELEASE
Launch of Colonial Group Subordinated Notes Offer
Sydney, Wednesday 15 February 2012: Colonial Holding Company Limited announces that it
today lodged a prospectus with the Australian Securities and Investments Commission (“ASIC”)
for an offer of a new hybrid security, Colonial Group Subordinated Notes (“Offer”). Colonial
Holding Company Limited is the holding company of the Colonial Group, a diversified wealth
management and insurance group, wholly-owned by the Commonwealth Bank of Australia. The
Offer is expected to raise $500 million with the ability to raise more or less.
Colonial Group Subordinated Notes are dated, subordinated1, unsecured2 notes paying
cumulative, quarterly, floating rate interest subject to deferral, with a first call date in March
2017 and a final maturity in March 2037.
The proceeds of the Offer will be used to refinance existing debt of the Colonial Group. The Offer
is being made as part of the Colonial Group’s ongoing capital management and funding strategy.
Michael Venter, Chairman of Colonial Holding Company Limited said “We are pleased to launch
this retail hybrid issue by the Colonial Group, demonstrating the Colonial Group’s commitment to
diversifying its funding sources. Colonial Group Subordinated Notes provide cost-effective
funding that strengthens the overall capital and funding structure”.
Details of the Offer
The Offer will comprise:
•
a Broker Firm Offer made to Australian clients of brokers to the Offer;
•
a Customer Offer made to eligible customers of the Colonial Group; and
•
a General Offer made to other Australian residents.
Institutional investors may participate in the Broker Firm Offer by contacting the Arrangers and
Bookrunners.
The Offer bookbuild will be conducted on Thursday 23 February 2012 and will be a volume and
price bookbuild. The Offer will close on Wednesday 21 March 2012.
The Offer will be made through the prospectus. Investors should read the prospectus in full
before deciding whether to acquire Colonial Group Subordinated Notes. A replacement
prospectus, containing the margin, will be made available when the Offer opens, expected to be
1
Holders of Colonial Group Subordinated Notes rank after any unsubordinated creditors, creditors
preferred by law and secured creditors
2 Investments in Colonial Group Subordinated Notes are not liabilities of the Commonwealth Bank of
Australia and the Commonwealth Bank of Australia does not guarantee Colonial Group Subordinated
Notes. They are not deposit liabilities or protected accounts of the Commonwealth Bank of Australia under
the Banking Act 1959 (Cth) and, as such, investors risk losing some or all of their principal investment
Colonial Holding Company Limited ACN 61 074 706 782
Ground Floor, Tower 1, 201 Sussex Street, Sydney NSW 2000
on Friday 24 February 2012. Anyone wishing to apply for Colonial Group Subordinated Notes will
need to complete an application form that will be in, or will accompany, the replacement
prospectus, available when the Offer opens. This release is not advice and has not taken into
account your objectives, financial situation or needs.
Key features of Colonial Group Subordinated Notes
Interest
Maturity and Issuer
redemption rights
Quoted on ASX
•
Colonial Group Subordinated Notes pay cumulative, quarterly,
floating rate Interest, subject to deferral
•
The first Interest payment will be made on 29 June 20123
•
The Interest Rate is equal to the sum of the 90 day bank bill rate
plus the Margin
•
Minimum first quarter Interest Rate of 7.50%
•
The Margin will be determined through the bookbuild
•
The maturity date is 31 March 2037
•
The Issuer has the right to redeem Colonial Group Subordinated
Notes on the Call Date of 31 March 2017 or any Interest Payment
Date after the Call Date
•
The Issuer has the right to redeem Colonial Group Subordinated
Notes for tax reasons, for regulatory reasons or if a Change of
Control Event occurs. These events may occur before or after the
Call Date
•
Holders do not have a right to request that their Colonial Group
Subordinated Notes be redeemed early. To realise their investment,
Holders can sell their Colonial Group Subordinated Notes on ASX at
the prevailing market price
•
The Issuer will make an application for Colonial Group Subordinated
Notes to be quoted on ASX and they are expected to trade under
code “CNGHA”
3
30 June 2012 is not a Business Day. Under the terms of Colonial Group Subordinated Notes, if a
scheduled Interest Payment Date is not a Business Day, then the payment will be made on the next
Business Day, unless the scheduled date is 30 June in which case the payment will be made on the
immediately preceding Business Day.
Colonial Holding Company Limited ACN 61 074 706 782
Ground Floor, Tower 1, 201 Sussex Street, Sydney NSW 2000
Indicative dates for the Offer4
Lodgement of prospectus with ASIC
15 February 2012
Bookbuild
23 February 2012
Announcement of Margin and lodgement of replacement
prospectus with ASIC
24 February 2012
Offer opens
24 February 2012
Offer closes
21 March 2012
Commencement of trading on deferred settlement basis
29 March 2012
Issue date
29 March 2012
Despatch of holding statements
3 April 2012
Commencement of trading on normal settlement basis
4 April 2012
Goldman Sachs Australia Pty Limited and Commonwealth Bank of Australia are the Arrangers
and Bookrunners to the Offer. Citigroup Global Markets Australia Pty Limited, Evans and
Partners Pty Limited and The Royal Bank of Scotland plc Australia branch have been appointed
as Joint Lead Managers to the Offer. Bell Potter Securities Limited, FIIG Securities Limited and
Ord Minnett Limited have been appointed as Co-Managers to the Offer.
Additional information
Colonial Group Subordinated Notes will be issued by Colonial Holding Company Limited.
Investors should obtain and read the replacement prospectus when the Offer opens and apply
using the application form that will be in, or will accompany the replacement prospectus or apply
online at www.commsec.com.au. Applications will not be accepted until the Offer opens.
When the Offer opens, potential eligible investors can obtain a copy of the replacement
prospectus by:
•
calling the Colonial Group Subordinated Notes Information Line on 1800 427 320 (Monday
to Friday 8.30am - 7.30pm, Sydney time);
•
contacting their broker; or
•
downloading a copy, available online at www.commsec.com.au.
- ENDS -
4
The key dates for the Offer are indicative only and subject to change without notice. The Issuer
may, in consultation with the Arrangers and Bookrunners, vary the timetable, including to close the
Offer early; extend the Closing Date; or withdraw the Offer at any time prior to Issue. If any of the
dates are changed, subsequent dates may also change.
Colonial Holding Company Limited ACN 61 074 706 782
Ground Floor, Tower 1, 201 Sussex Street, Sydney NSW 2000
For additional information, please contact:
Media
Bryan Fitzgerald
Ph: (02) 9117 7047
Mobile: 0414 789 649
Retail Broker Syndicate
Tricia Ho
Ph: (02) 9118 1319
The offering of securities in this release is open only to investors that are in Australia, and
accordingly, this release does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States or to, or for the account or benefit of, any U.S. person (as defined
in Regulation S under the U.S. Securities Act of 1933).
Colonial Holding Company Limited ACN 61 074 706 782
Ground Floor, Tower 1, 201 Sussex Street, Sydney NSW 2000