-
153672
Trading Warrants – Boart Longyear Limited Second Supplementary
Product Disclosure Statement This document is a Supplementary
Product Disclosure Statement (“SPDS”).
This SPDS is dated 16 August 2007.
This SPDS supplements the Product Disclosure Statement dated 23
March 2004 (“PDS”) and together, they establish the terms of issue
of the Warrants referred to below. You should read this SPDS
together with the PDS. Words defined in the PDS have the same
meaning when used in this SPDS. This SPDS amends the Exercise Price
of the BLYWMQ Series of Macquarie Trading Warrants only.
KEY INFORMATION*
Issuer: Macquarie Bank Limited (“Macquarie”) ABN 46 008 583
542
AFSL 237 502
Listed Entity: Boart Longyear Limited ACN 123 052 728
IPO Offer Document: The prospectus issued by the Listed Entity
dated 1 March 2007. Potential investors should refer to
www.boartlongyearshareoffer.com or call the Boart Longyear
Information Line on 1800 781 633 for further information relating
to the Shares including the initial public offering of Shares.
Underlying Share/ Share: A fully paid ordinary share in the
Listed Entity.
Offer Opens: 11:00am on the date on which the Share is trading
on the ASX on a conditional and Deferred Settlement basis (see
Additional Terms below). This is expected to be 5 April 2007,
however is subject to change.
Listing Date of Warrants on the ASX:
5 April 2007 on a conditional and Deferred Settlement basis.
Potential investors should refer to the “Additional Risks to
Consider” section below for more information concerning the listing
of the Warrants on conditional and Deferred Settlement basis.
Listing Date of Shares on the ASX:
5 April 2007 on a conditional and Deferred Settlement basis (see
Additional Terms section below).
Expected Trading of Shares and Warrants on a
16 April 2007 (subject to the satisfaction of the Listing
Conditions – see Additional Terms below).
-
153672
normal basis:
Deferred Settlement Date:
19 April 2007, provided that the Warrants trade on a normal
basis on the ASX on the date referred to above.
Registrar:
Computershare Investor Services Pty Limited
Level 3, 60 Carrington Street,
Sydney NSW 2000, Australia
Phone: 1300 85 05 05
Website: www.computershare.com.au
Note:
• Some of the dates and other information contained in this
table is dictated by the information in the IPO Offer Document. The
information in this SPDS may be amended from time to time by
Macquarie in line with any amendments made to the information in
the IPO Offer Document.
The Series of Macquarie Trading Warrants referred to herein are
able to be traded on the ASX. DETAILS – CALL WARRANTS
Issue Size ASX Warrant Code
Exercise Price (per Specified Number)
Type (American, European)
Specified Number
(millions)
Expiry Date Offer Closing Date
BLYWMA $ 1.80 European 2 10 27/07/2007 13/07/2007 BLYWMB $ 2.00
European 2 10 27/07/2007 13/07/2007 BLYWMC $ 2.00 European 2 10
27/09/2007 13/09/2007 BLYWMD $ 2.25 European 2 10 27/09/2007
13/09/2007
DETAILS – PUT WARRANTS
Issue Size ASX Warrant Code
Exercise Price (per Specified Number)
Type (American, European)
Specified Number
(millions)
Expiry Date Offer Closing Date
BLYWMP $ 2.00 European 2 10 27/07/2007 13/07/2007 BLYWMQ $ 2.00
European 2 10 27/09/2007 13/09/2007
ADDITIONAL TERMS AND CONDITIONS APPLICATIONS Applications prior
to the Share trading on an unconditional basis on the ASX
-
153672
If you make an Application for these Series of Macquarie Trading
Warrants prior to the satisfaction of the Listing Conditions (see
below for explanation of Listing Conditions):
• you must have received and read a complete and unaltered copy
of the IPO Offer Document before completing the relevant
Application Form. If a copy of the IPO Offer Document does not
accompany this SPDS and PDS, please contact your broker or adviser,
or Macquarie on 1800 803 010; and
• you must read this SPDS and the PDS in their entirety.
ADDITIONAL RISKS TO CONSIDER As with any investment decision, you
need to consider an investment in Macquarie Trading Warrants
carefully and in light of your individual circumstances. In
addition to the risks detailed in Sections 1 and 3 of the PDS,
certain specific risks arise in relation to these Series of
Macquarie Trading Warrants which Macquarie would like to highlight
and encourage you to consider in detail and discuss with your
professional advisers. These risks include: Conditions Precedent to
issuing the Shares and Macquarie Trading Warrants The IPO Offer
Document for the offering of the Shares specifies the following
conditions which will need to be met before the Shares will trade
on an unconditional basis on the ASX:
• the ASX agreeing to quote the Shares on ASX; • allotment of
the Shares to applicants under the IPO Offer Document; • settlement
in respect of all, or substantially all, of the Shares the subject
of the Offer occurring
under the Offer Management Agreement (as defined in the IPO
Offer Document) and associated settlement support arrangements
(“Settlement”); and
• Settlement occurs within 14 days (or such longer period as ASX
allows) after the day Shares are first quoted on ASX.
(together, the “Listing Conditions”). You should refer to the
IPO Offer Document for more information. Conditional trading of the
Shares on the ASX is expected to occur following the ASX agreeing
to quote the Shares. Conditional trading is then expected to
continue until the Listed Entity has advised ASX that Settlement
has occurred, which is expected to be on or about 11 April 2007. On
Settlement, the Shares will trade on an unconditional but Deferred
Settlement basis (Deferred Settlement is expected to continue until
16 April 2007 when normal trading is expected to commence). The
listing and trading of these Series of Macquarie Trading Warrants
is intended to mirror the listing and trading of the Shares. That
is these Series of Macquarie Trading Warrants will: (a) only
commence trading on the ASX following the successful listing of the
Shares on the ASX; (b) trade on a conditional and Deferred
Settlement basis until the Shares cease to trade on a
conditional and Deferred Settlement basis, which is expected to
be on or about the date specified in the Key Information table;
and
(c) will, following satisfaction of the Listing Conditions,
continue to trade on a Deferred Settlement
basis for so long as the Shares continue to trade on a Deferred
Settlement basis. You should note that the contracts formed on
acceptance of an Application for these Series of Macquarie Trading
Warrants will be conditional on the satisfaction of the Listing
Conditions and the Shares are issued and transferred to applicants
under the IPO Offer Document. If any or all of the Listing
Conditions are not satisfied and the Shares do not trade
unconditionally on the ASX, all
-
153672
contracts arising on acceptance of an Application for these
Series of Macquarie Trading Warrants will be cancelled and of no
further effect, meaning you will not receive any Macquarie Trading
Warrants. In these circumstances, your application moneys will be
refunded (without interest) within 20 Business Days. Similarly, any
ASX trades or off-market dealings in these Series of Macquarie
Trading Warrants will be of no effect. Macquarie will hold
Application monies in a non-interest bearing trust account for you
until all conditions relating to the conditional issuance of these
Series of Macquarie Trading Warrants have been fulfilled. Trading
Macquarie Trading Warrants which have been issued on a conditional
basis Trades of these Series of Macquarie Trading Warrants on the
ASX prior to trading in these Series of Macquarie Trading Warrants
becoming unconditional are at your own risk and, if this issue of
Macquarie Trading Warrants does not proceed (see above), all
dealings in those Trading Warrants will be of no effect. Applicants
should call the Registrar on 1300 85 05 05 to find out or confirm
their allocations of Macquarie Trading Warrants from 5 April 2007.
It is the responsibility of each Applicant to confirm their holding
before trading these Series of Macquarie Trading Warrants.
Applicants who sell these Series of Macquarie Trading Warrants
before they receive their initial Holding Statement do so at their
own risk as they may not receive any Trading Warrants. Macquarie
and the Registrar disclaim all liability, whether in negligence or
otherwise, to persons who sell their Holding of Macquarie Trading
Warrants before receiving their initial Holding Statement. Trading
Macquarie Trading Warrants which are trading on a Deferred
Settlement basis These Series of Macquarie Trading Warrants will
also commence trading on a Deferred Settlement basis. This is
expected to continue until such time as the Shares cease to trade
on a Deferred Settlement basis on the ASX. This means that all
trades of these Series of Macquarie Trading Warrants before the
Macquarie Trading Warrants trade on a normal basis on the ASX will
not settle until the Deferred Settlement Date. Accordingly a
purchaser of these Series of Macquarie Trading Warrants in this
period on the ASX would not make a payment until the Deferred
Settlement Date and conversely the seller would not receive payment
until the Deferred Settlement Date. The Macquarie Trading Warrants
may trade on a Deferred Settlement basis even if trading has become
unconditional.
YOU SHOULD BE AWARE THAT THESE RISKS APPLY TO ALL APPLICANTS WHO
APPLY FOR MACQUARIE TRADING WARRANTS AT ANY TIME PRIOR TO THE
SATISFACTION OF THE LISTING CONDITIONS. YOU SHOULD ALSO BE AWARE
THAT MACQUARIE TRADING WARRANTS MAY TRADE ON A DEFERRED SETTLEMENT
BASIS AT OTHER TIMES DURING THE LIFE OF THE TRADING WARRANTS.
Failure of Shares to be issued
There is a risk that the Shares will not trade unconditionally
or Shares will not be issued or transferred to applicants under the
IPO Offer Document. For this reason the issuance of Trading
Warrants is conditional. No Trading Warrants will be created or
issued prior to the Shares being listed for quotation on the ASX
and issued and transferred to applicants under the IPO Offer
Document. Consequently, if the Shares fail to be listed for
quotation on the ASX, no Trading Warrants could be listed for
quotation on the ASX. For the avoidance of doubt, no Trading
Warrants can be traded prior to the Shares being listed for
quotation on the ASX.
-
153672
UPDATE TO THE PRODUCT DISCLOSURE STATEMENT DATED 23 MARCH 2004
INSIDE FRONT COVER – IMPORTANT NOTICE & DISCLAIMER: Insert the
following additional information: “Macquarie Group’s interest in
the Listed Entities Boart Longyear Limited The Macquarie Group is
acting as Global Coordinator and Joint Lead Manager for the
proposed public offering of ordinary shares of Boart Longyear
Limited ("BLY") as announced on 1 March 2007 and will receive
remuneration for acting in such capacities (as described in Section
12.5.1 of the IPO Offer Document). The Macquarie Group may continue
to hold an interest in the BLY on completion of the offers under
the IPO Offer Document, as described in the IPO Offer Document. The
Macquarie Group may receive a portion of any profit achieved by
certain Vendors (as that term is defined in the IPO Offer Document)
in relation to any increase in the value of the Vendor's investment
up to the date of the Offer (as that term is defined in the IPO
Offer Document) as determined in part by reference to the Final
Price. Additionally, Macquarie European Investments Pty Ltd, a
subsidiary of Macquarie Bank Limited ("MBL") is responsible for
determining the Final Price at which shares are allotted after the
close of the Institutional Offer (as that term is defined in the
IPO Offer Document). The Interests of MBL are more fully detailed
in Section 12.10.2.1 of the IPO Offer Document. BLY has also
entered into an agreement with MBL and Macquarie Equity Capital
Markets ("MECM") under which MBL and MECM will provide investment
banking services to BLY up until 8 August 2008 for which MECM and
MBL will be entitled to receive fees. The Listed Entity may pay
Macquarie a fee equal to 1.25% (incl. GST) of the Final Price per
Share multiplied by the number of Shares allotted to Macquarie or
the Security Trustee under the IPO Offer Document. The Macquarie
Group has given, and not withdrawn prior to the lodgement of the
IPO Offer Document with ASIC, its written consent to be named in
the IPO Offer Document as Global Coordinator and Joint Lead Manager
to the proposed public offering of ordinary shares of BLY in the
form and context in which it is named. You should carefully read
the IPO Offer Document before making any investment decision.”
Privacy Act 1988 (Commonwealth) – Collection Statement Replace the
section with the following: “If you complete an application for
Warrants offered under this PDS you will be supplying personal
information to Macquarie. Macquarie will be bound by the Privacy
Act 1988 (Commonwealth), as amended by the Privacy Amendment
(Private Sector) Act 2000 (“the Privacy Act”), in relation to
Macquarie's collection, holding, use, disclosure, management,
access, correction and disposal of that information.
You should be aware that:
You can contact us by phone, fax or email and request access to
your information. In normal circumstances, we will give you full
access to your information, however there may be some legal or
administrative reason to deny you access, in which case we will
provide reasons for denying access. Further, we may charge a fee to
give you full access where your request requires the compiling of
information that has been archived or is significant in volume.
Macquarie will use your personal information for the following
purposes: assessing your application for Warrants; assessing the
credit and other exposure that the Macquarie Group has to you; to
keep and maintain a register of Holders; marketing of products and
services which are of the same type as Warrants; to determine
future product and business strategies and to develop its
services;
-
153672
to comply with all applicable regulatory or legal requirements
(including the requirements of ASIC, ASX, ATO and AUSTRAC); and
to communicate with you in relation to your Warrants and all
transactions relating to your Warrants.
Your personal information may be disclosed to other entities in
the Macquarie Group or third party service providers (including
those located in Australia and overseas) in making use of your
personal information in the manner described above. It may also be
disclosed to any financial institution nominated by you in an
Application Form and may be disclosed to your stockbroker or
licensed financial adviser.
While the information we ask you to supply in the Application
Form is not required by law, Macquarie may not be able to assess
your application if the information is not supplied.
You can also obtain a copy of Macquarie’s privacy statement on
www.macquarie.com.au or by requesting it from us.”
SECTION 1 – INVESTMENT OVERVIEW Insert the following additional
information: “Factors that will Affect the Cost of Macquarie
Trading Warrants The price (or Premium) of a Macquarie Warrant is
not fixed and will vary depending on a number of factors
including:
• the price of the Share comprised in the Underlying Parcel;
• the volatility of that Share price;
• the future expected dividends;
• the time remaining to Maturity; and
• prevailing interest rates. The effect that those factors above
may have on the price of Macquarie Warrants is demonstrated in the
following table:
Variable Change in Variable
Effect on Call Warrant Price
Effect on Put Warrant Price
Price of the Share comprised in the Underlying Parcel ▲ ▲ ▼ Time
Remaining to Maturity ▼ ▼ ▼ Interest Rate ▲ ▲ ▼ Share Price
Volatility ▲ ▲ ▲ Future Expected Dividends ▲ ▼ ▲
-
153672
SECTION 2.14 - SHAREHOLDING LIMITS OR RESTRICTIONS Replace the
final paragraph with the following: “Some Australian companies are
subject to legislation which prescribe maximum shareholding limits
for shareholders or restrictions (including without limitation
cross media ownership restrictions) which may prohibit or limit the
interests in Listed Entities that certain investors may acquire.
Prospective investors should inform themselves of the restrictions
that may apply to their investment in Macquarie Trading Warrants.”
SECTION 3 – RISKS YOU SHOULD CONSIDER Insert the following
additional information: “Change of Law Risk Changes to laws or
their interpretation in Australia including taxation and corporate
regulatory laws could have a negative impact on the return to
investors. Historic Performance of the Shares Past performance of
the Shares is not necessarily a guide to future performance which
can be volatile. The value of the Macquarie Trading Warrants
between the date of issue and the Expiry Date may fall as well as
rise. Leveraged Investment The gains and losses on Macquarie
Trading Warrants are magnified, compared to a holding in the
Underlying Share, because of the leverage incorporated within the
Macquarie Trading Warrants”
Section 3.8 - Conflicts of Interest Replace the existing text
with the following: “Macquarie, other members of the Macquarie
Group, or their directors, employees or affiliates may, subject to
law, hold shares or units in members of the Macquarie Group and/or
hold Macquarie Trading Warrants.
The directors and employees of Macquarie and other members of
the Macquarie Group may receive remuneration based on the issue or
performance of Macquarie Trading Warrants, in whole or in part.
The directors and employees of Macquarie and other members of
the Macquarie Group may also hold directorships in the Listed
Entities.
Macquarie, other members of the Macquarie Group or their
directors, employees or affiliates may buy and sell (whether as
principal or agent) instruments or securities or other financial
products which are related to the Macquarie Trading Warrants or the
Listed Entities the Shares of which underlie Macquarie Trading
Warrants.
Members of the Macquarie Group may have business relationships
or alliances (including joint ventures) with any of the Listed
Entities and/or be a substantial shareholder of any of the Listed
Entities. In addition, members of the Macquarie Group may from time
to time advise any of the Listed Entities in relation to activities
unconnected with the issue of Macquarie Trading Warrants and which
may or may not affect the value of the Listed Entities. Such
relationships and advisory roles may include:
• acting as manager or joint lead manager in relation to the
offering or placement of rights, options or other securities
including Shares;
• underwriting the offering or placement of rights, options or
other securities including Shares;
• advising in relation to mergers, acquisitions or takeover
offers; and
-
153672
• acting as general financial adviser in respect of, without
limitation, corporate advice, financing, funds management, property
and other services.
Macquarie may also have a commercial relationship with various
senior executives of a Listed Entity and may sell financial
products to, or advise, such senior executives in relation to
matters unconnected with Macquarie Trading Warrants.
These activities may have an affect on the value of Shares or
Macquarie Trading Warrants.” SECTION 7 – ABOUT THE ISSUER Replace
the first paragraph with the following: “Macquarie Bank Limited
(“Macquarie”) is an authorised deposit taking institution under s9
of the Banking Act 1959 (Commonwealth). As at 30 September 2006
Macquarie had total assets of A$112.6 billion and equity
attributable to ordinary equity holders of Macquarie of A$5.5
billion on a consolidated basis. For the half-year ended 30
September 2006 Macquarie reported profit from ordinary activities
after income tax attributable to ordinary equity holders of A$730
million on a consolidated basis.” Disclosure Obligations Replace
the first paragraph with the following: “Macquarie, as a company
whose shares are quoted on ASX, is a disclosing entity under the
Corporations Act and has a continuous disclosure obligation. This
means that, subject to certain exceptions, Macquarie must disclose
to ASX any information concerning it that a reasonable person would
expect to have a material effect on the price or value of
Macquarie’s securities. Copies of the information disclosed to ASX
can be viewed on the ASX website, www.asx.com.au.” Documents
Available Replace the final paragraph with the following: “No
circumstance has arisen or information has become available except
as disclosed in this PDS or to the ASX that would materially affect
an investor’s decision for the purpose of making an informed
assessment of the capacity of Macquarie to fulfil its obligations
under the Terms of Issue since the end of the financial half- year
ended 30 September 2006.”
SECTION 8 – GLOSSARY Replace the definition “ASX” with the
following:
“ASX means the ASX Limited (ABN 98 008 624 691) or the stock
market conducted by the ASX Limited, as the context requires.”
Insert the following additional definition:
“Deferred Settlement has the meaning attributed to it by the ASX
Listing Rules. Deferred Settlement Period means the period during
which Deferred Settlement relating to trading in the Underlying
Shares or Trading Warrants operates.
Holding Statement means a statement given to a Holder in respect
of the number of Warrants held and particulars of the Holder as
described in section 2.11 of the PDS.”
-
153672
Important Information Macquarie makes no representation or
warranty with respect to:
• whether the Shares will be issued or transferred to applicants
under the IPO Offer Document;
• whether the Shares will be quoted on the ASX or trade on an
unconditional basis on the ASX;
• the accuracy or truth of the contents of the IPO Offer
Document. In issuing Macquarie Trading Warrants, Macquarie has not
authorised or caused the issue of the IPO Offer Document, unless as
disclosed under "Macquarie Bank Limited - Disclosure of Interest"
section above is not a party to or concerned in authorising or
causing the issue of the IPO Offer Document. To the extent
permitted by the Corporations Act, ASIC Act or any other relevant
law, Macquarie will be under no liability for any claim whatsoever,
including for any financial or consequential loss or damage
suffered by Applicants or any other person, where that claim arises
wholly or substantially out of reliance on any information
contained in the IPO Offer Document, or any error in or omission
from the IPO Offer Document.
The information in this SPDS has been prepared without taking
into account the objectives, financial situation and particular
needs of investors. Accordingly, before making a decision to
acquire Macquarie Trading Warrants, you should consider whether
such an investment is appropriate having regard to your objectives,
financial situation and particular needs, and consult your adviser
or broker. You should read this SPDS and the PDS and consider them
before making any decision as to whether to acquire Macquarie
Trading Warrants. Macquarie does not accept any liability or
responsibility for, and makes no representation or warranty,
whether express or implied, as to the affairs of any Listed Entity
included in this SPDS. You should obtain independent advice from a
stockbroker or licensed financial adviser on the nature, activities
and prospects of the Listed Entities and the merits of an
investment in the Listed Entities or Macquarie Trading Warrants.
You should not take the historical prices of any Share as an
indication of future performance.
-
MACQUARIE BANK LIMITED No. 1 Martin Place Sydney, New South
Wales Australia Telephone: (612) 8232 3333 © Macquarie Bank Limited
2004
DATED: 23 MARCH 2004
COMBINED PRODUCT DISCLOSURE STATEMENT AND FINANCIAL SERVICES
GUIDE
The Issuer: MACQUARIE BANK LIMITED AFSL 237502 Relating to the
offer of Warrants to be traded on the Australian Stock Exchange, as
specified in the relevant Supplementary Product Disclosure
Statement. This PDS constitutes the general terms and conditions
that shall govern the issue by Macquarie Bank Limited of Call
Warrants and Put Warrants. This PDS is not a stand alone document
and does not of itself constitute an offer capable of acceptance.
The additional terms relating to each Series of Warrants will be
set out in a Supplementary Product Disclosure Statement which will
be supplemental to, and should be read in conjunction with, this
PDS.
=
j~Åèì~êáÉ=qê~ÇáåÖ=t
~êê~åíë=
-
IMPORTANT NOTICE & DISCLAIMER
This document is a Product Disclosure Statement.
The date of this Product Disclosure Statement is 23 March 2004
(“PDS”).
Supplementary Product Disclosure Statements
This PDS constitutes the general terms and conditions that shall
govern the issue by Macquarie Bank Limited of Call Warrants and Put
Warrants from time to time. This PDS is not a stand alone document
and does not of itself constitute an offer capable of acceptance.
The additional terms relating to each Series of Warrants will be
set out in a Supplementary Product Disclosure Statement
(“Supplementary PDS”) which will be supplemental to, and should be
read in conjunction with, this PDS.
Purpose
Under this PDS and the relevant Supplementary PDS, Macquarie is
inviting Applications for certain Series of Warrants, the
commercial terms of which will be set out in the relevant
Supplementary PDS issued by Macquarie from time to time.
Application Form
Applications for Warrants will only be accepted on the
Application Form attached to this PDS. The Offer Period for a
Series of Warrants will open and close on the dates specified for
that Series in the relevant Supplementary PDS. To the extent
permitted by law, Macquarie may withdraw invitations and offers
made under this PDS in respect of a particular Series at its
absolute discretion at any time upon giving notice to the ASX.
Cooling-off Rights
No cooling-off rights apply to the issue of Warrants. This means
that, in most circumstances, you cannot withdraw an Application
once it has been made.
Foreign Jurisdictions
The distribution of this PDS in jurisdictions outside Australia
may be restricted by law and therefore persons into whose
possession this PDS comes should seek advice on and observe any
such restrictions. Failure to comply with relevant restrictions may
violate those laws. This PDS is not an offer or invitation in
relation to Warrants in any place in which, or to any person to
whom, it would not be lawful to make such an offer or invitation.
Warrants have not and will not be registered under the United
States Securities Act of 1933 and may not be offered or sold
directly or indirectly in the United States of America.
Changes to Information in PDS
This PDS is current as at 23 March 2004. Information in this PDS
is subject to change from time to time. Where information that is
not materially adverse to Holders changes, Macquarie will update
the information by posting a notice on its website at
www.macquarie.com. au/warrants. Macquarie will provide a paper copy
of updated information upon request to Holders who contact
Macquarie on 1800 803 010.
Representations
This PDS has been prepared and issued by Macquarie Bank Limited
as Issuer. Any other parties distributing this product are only
doing so as a distributor for Macquarie Bank Limited. Potential
investors should only rely on information in this PDS and the
relevant Supplementary PDS. No person is authorised to give any
information or to make any representation in connection with the
offer of Macquarie Trading Warrants that is not contained in this
PDS. Any information or representation not so contained may not be
relied upon as having been authorised by Macquarie in connection
with the offer. Role of Listed Entities
No Listed Entity has been a party to the preparation of this PDS
or furnished any information specifically to Macquarie for the
purpose of its preparation. Otherwise than as disclosed in a
Supplementary PDS, Macquarie has no affiliation with any Listed
Entity and has not, for the purposes of preparation of this PDS,
sought access to information concerning any Listed Entity which is
not publicly available. No Listed Entity accepts any responsibility
for any statement in this PDS. No Listed Entity nor any director or
officer of any Listed Entity has authorised or caused the issue of
any part of this PDS. None of those persons has had any involvement
in the preparation of any part of this PDS, purports to make any
statement in any part of this PDS or has consented to be named in
this PDS.
Own Advice
The information provided in this PDS is not financial product
advice, and has been prepared without taking into account your
individual investment objectives or personal circumstances. You
should read the whole of this PDS and consider all of the risks and
other information relating to Macquarie Trading Warrants before
deciding to invest. If you have any questions, you should contact
your stockbroker, accountant or other professional adviser before
deciding to invest in Macquarie Trading Warrants.
Commissions
Macquarie may give to brokers to the Issue, whether in the
primary or secondary market, a discount, commission or fee in
respect of each Warrant placed or purchased by the broker.
Defined Terms
Section 8 of this PDS contains definitions of certain terms used
in this document.
Role of the Registrar
The Registrar has had no involvement in the preparation of any
part of this PDS and its name appears for information purposes
only.
Admission to Trading Status on ASX
Application will be made for each Series of Macquarie Trading
Warrants offered under this PDS to be admitted to Trading Status by
the ASX. The fact that the ASX may admit the Warrants to Trading
Status is not to be taken in
-
any way as an indication of the merits of Macquarie, any Listed
Entity or the Warrants offered for subscription. Admission to
Trading Status of the Warrants offered pursuant to this PDS will
commence as soon as practicable after Macquarie notifies
subscribers of the issue of the Warrants. The ASX does not warrant
the accuracy or truth of the contents of this PDS including any
expert’s report which it may contain.
In not objecting to the Terms or by admitting the Warrants to
Trading Status, the ASX has not authorised or caused the issue of
this PDS and is not in any way a party to or concerned in
authorising or causing the issue of this PDS or the making of
offers or invitations with respect to the Warrants. The ASX takes
no responsibility for the contents of this PDS. In particular, the
ASX has not formed a view as to whether this PDS complies with the
“reasonable investor” standard of disclosure contained in the ASX
Market Rules, this being the responsibility of Macquarie. The ASX
makes no representation as to whether this PDS and the Terms comply
with the Corporations Act or the ASX Market Rules. To the extent
permitted by the Trade Practices Act 1974 (Cth) or any other
relevant law, the ASX will be under no liability for any claim
whatsoever, including for any financial or consequential loss or
damage suffered by Holders or any other person, where that claim
arises wholly or substantially out of reliance on any information
contained in this PDS or any error in, or omission from, this PDS.
Consents
Allens Arthur Robinson has given and not withdrawn its consent
to be named in this PDS. Allens Arthur Robinson has been involved
in the preparation of this PDS, and accepts responsibility for
Sections 2.13, 2.14, Section 4, but accepts no responsibility for
any other part of this PDS, and has not authorised or caused its
issue. Computershare Investor Services Pty Limited has given and,
as at the date hereof, not withdrawn its written consent to be
named as Registrar in the form and context in which it is named.
Computershare Investor Services Pty Limited has had no involvement
in the preparation of this PDS other than being named as Warrant
Registrar to Macquarie. Computershare Investor Services Pty Limited
has not authorised or caused the issue of, and expressly disclaims
and takes no responsibility for, any part of this PDS.
Privacy Act 1988 (Commonwealth) – Collection Statement
If you complete an application for Warrants offered under this
PDS you will be supplying personal information to Macquarie.
Macquarie will be bound by the Privacy Act 1988 (Commonwealth), as
amended by the Privacy Amendment (Private Sector) Act 2000 (“the
Privacy Act”), in relation to Macquarie's collection, holding, use,
disclosure, management, access, correction and disposal of that
information.
You should be aware that:
You can contact us by phone, fax or email and request access to
your information. In normal circumstances, we will give you full
access to your information, however there may be some legal or
administrative reason to deny you access, in which case we will
provide reasons for denying access. Further, we may charge a fee to
give you full access where your request requires the compiling of
information that has been archived or is significant in volume.
Macquarie will use your personal information for the following
purposes: assessing your application for Warrants; assessing the
credit and other exposure that the
Macquarie Group has to you; to keep and maintain a register of
Holders; marketing of products and services which are of
the same type as Warrants; to determine future product and
business
strategies and to develop its services; to comply with all
applicable regulatory or legal
requirements (including the requirements of ASIC, ASX, ATO and
AUSTRAC); and
to communicate with you in relation to your Warrants and all
transactions relating to your Warrants.
Your personal information may be disclosed to other entities in
the Macquarie Group in making use of your personal information in
the manner described above. It may also be disclosed to any
financial institution nominated by you in an Application Form and
may be disclosed to your stockbroker or licensed financial
adviser.
While the information we ask you to supply in the Application
Form is not required by law, Macquarie may not be able to assess
your application if the information is not supplied.
You can also obtain a copy of Macquarie’s privacy statement on
www.macquarie.com.au or by requesting it from us.
-
Contents
0
Section 1 Investment Overview 1
Section 2 Details of the Warrants 4
Section 3 Risks You Should Consider 10
Section 4 Taxation Considerations 12
Section 5 Description of the Underlying Parcels 13
Section 6 Terms of Issue 14
Section 7 About the Issuer - Macquarie Bank Limited 30
Section 8 Glossary 31 Application Form 34 Appendix I (Sample
Supplementary PDS) 36 FINANCIAL SERVICES GUIDE 37
-
Section 1: Investment Overview
This Section contains a brief summary only of certain material
features relating to Macquarie Trading Warrants. Detailed
information relating to the offer to subscribe for Macquarie
Trading Warrants can be found in the following sections of this
PDS. Potential investors should read this PDS in its entirety
before making any investment decision. If there is any conflict
between this section and any other section of this PDS (including
the Terms) the latter will prevail.
1
What are Macquarie Trading Warrants?
What is a Call Warrant?
A Call Warrant gives a Holder of the Specified Number of
Warrants the right to acquire one Underlying Parcel from Macquarie
in the relevant Listed Entity for the Exercise Price plus any
applicable Transfer Tax. This PDS relates to different styles of
Call Warrants. The rights of the Holder of American Call Warrants
are, in principle, similar to those of an “American call option”
and the rights of the Holder of European Call Warrants are, in
principle, similar to those of the holder of a “European call
option” over Shares in the relevant Listed Entity.
What is a Put Warrant?
Put Warrants give a Holder of the Specified Number of Warrants
the right upon exercise to require Macquarie to acquire from the
Holder one Underlying Parcel in the relevant Listed Entity for the
Exercise Price less any applicable Transfer Tax. The rights of the
Holder are, in principle, similar to those of the holder of a
“European put option” over Shares in the relevant Listed
Entity.
What is an American Warrant?
An American Warrant is a Warrant that can be exercised at any
time before the Expiry Date or on the Expiry Date at or before the
Closing Time.
What is a European Warrant?
A European Warrant is a Warrant that can only be exercised on
the Expiry Date at or before the Closing Time.
Underlying Parcel
The Underlying Parcel is initially one Share in the relevant
Listed Entity. It may be adjusted in certain circumstances, such as
a bonus or rights issue, a cash return of capital or a
reconstruction of capital. The Exercise Price as applicable, may
also be adjusted in these circumstances. The adjustments are
designed so that neither the Holder nor Macquarie is disadvantaged
in such circumstances.
A Leveraged Investment
Warrants are a leveraged investment. Warrants can provide
exposure to the Share comprised in the Underlying Parcel for a
fraction of the price of that Share.
The value of Call Warrants tends to rise if the value of the
Underlying Parcel increases, and tends to fall if the value of the
Underlying Parcel decreases. The value of Put Warrants tends to
rise if the value of Underlying Parcel decreases, and tends to fall
if the value of the Underlying Parcel increases. Both increases and
decreases in the value of the
Underlying Parcel are likely to be magnified, in percentage
terms, in the Warrant price.
What are the Key Features and Benefits of Investing in Macquarie
Trading Warrants?
An investment in Macquarie Trading Warrants gives you:
• a convenient way to enhance your exposure to share price
movements in a range of Australian listed Shares;
• the potential to earn greater returns than an equivalent
investment in the Share comprised in the Underlying Parcel because
of the leverage provided by Warrants;
• the right to buy (call) or sell (put) a particular share for a
fixed price on or before a future date; and
• a flexible investment that may be sold on the ASX at any time
up to and including Maturity, if required.
What are the Risks of Investing in Macquarie Trading
Warrants?
As with any investment decision, you need to consider an
investment in Macquarie Trading Warrants carefully and in light of
your individual circumstances.
Potential risks of investing in Macquarie Trading Warrants
include:
• adverse movements in the price of the Underlying Parcel
decreasing the value of your investment;
• the value of the Warrant decreasing over time even if the
price of the Underlying Parcel remains the same due to time
decay;
• a change to the corporate structure of the Underlying Parcel
(eg due to a takeover or scheme of arrangement affecting the Listed
Entity in which the Share comprised in the Underlying Parcel
exists) which may affect the value of your investment;
• Macquarie failing to perform its obligations; and
• all the general risks of investing in options and listed
shares.
You should refer to Section 3 ‘Risks You Should Consider’ on
page 10 of this PDS for more detailed information about the risks
of investing in Macquarie Trading Warrants. Potential investors
should ensure that they fully understand the risks involved and
consult with relevant advisers before making any investment
decision.
-
Section 1 Investment Overview
2
How Do Macquarie Trading Warrants Work and What Happens at
Maturity?
Call Warrants
A Holder of the Specified Number of Call Warrants is entitled by
giving an Exercise Notice and paying the Exercise Price plus any
applicable Transfer Tax, to acquire the Underlying Parcel in the
relevant Listed Entity from Macquarie. The Holder is not obliged to
give Macquarie an Exercise Notice.
Put Warrants
A Holder of the Specified Number of Put Warrants is entitled by
giving Macquarie an Exercise Notice and delivering the Underlying
Parcel to Macquarie (per Specified Number of Warrants exercised) to
be paid the relevant Exercise Price less any applicable Transfer
Tax. The Holder is not obliged to give Macquarie an Exercise
Notice. Who Do They Suit?
Macquarie Trading Warrants may suit you if you:
• are looking to spend less up front and get greater exposure to
any share price movements;
• are looking for an alternative to other forms of gearing into
shares; and
• have had previous experience with options.
Who Can Apply?
Macquarie has a range of Warrants to suit a variety of different
investors. Macquarie Trading Warrants can be purchased under this
PDS using the Application Form. Application Forms and Instructions
are found on pages 34 and 35 of this PDS. Who Can Apply
Australian residents
Minimum Application Amount (no. of Warrants)
2,000 (and thereafter in multiples of 2,000)
Amount Payable on Application
Premium
How Do I Buy and Sell Macquarie Trading Warrants?
Before you invest in Macquarie Trading Warrants it is important
that you have read and understood the terms set out in this PDS and
the relevant Supplementary PDS. You should also read the ASX
booklet ‘Understanding Trading and Investment Warrants’ which is
available free of charge from the ASX or from Macquarie. If you
have any questions you should contact your stockbroker, accountant
or other professional adviser.
Macquarie Trading Warrants can be purchased either by making an
Application under this PDS (ie in the primary market) or on the ASX
(ie in the secondary market).
Primary Market Applications
To apply for Macquarie Trading Warrants in the primary market
you must complete the Application Form in this PDS and submit it
with payment to your licensed financial adviser or directly to
Macquarie.
Purchasing Macquarie Trading Warrants on the Secondary Market
(ASX) – Just Like Ordinary Shares
To gain immediate access to Share price movements, Macquarie
Trading Warrants can be purchased on the ASX through any ASX
Accredited Derivatives full service or discount adviser or
stockbroker using the relevant ASX Code. For example, BHP Billiton
Macquarie Call Warrants would be listed as BHPWMG on the ASX where
“W” = Warrant, “M” = Macquarie and “G” = Warrant Series.
To trade Macquarie Trading Warrants on the secondary market, you
will need to have completed a Warrant Client Agreement Form
available from your stockbroker.
How Much Do Macquarie Trading Warrants Cost (the Premium)?
The Premium
The price (or Premium) of a Macquarie Warrant is not fixed and
will vary depending on a number of factors including:
• the price of the Share comprised in the Underlying Parcel;
• the volatility of that Share price;
• the future expected dividends;
• the time remaining to Maturity; and
• prevailing interest rates.
The Exercise Price (Call Warrants)
To exercise a Specified Number of Call Warrants, a Holder is
required to pay to Macquarie the Exercise Price specified for that
Series of Warrant in the relevant Supplementary PDS, together with
any Transfer Tax (if applicable).
Commission, Fees and Expenses
When you purchase Macquarie Trading Warrants on the ASX your
adviser may also charge you commission.
-
Section 1 Investment Overview
3
What are the Tax Implications of Investing in Macquarie Trading
Warrants?
Purchasing, holding and exercising Warrants may have income tax
or capital gains tax implications for investors. The tax
consequences will depend on the particular circumstances of each
Holder. Investors should seek independent advice referable to their
own circumstances prior to making any investment decision. You
should refer to Section 4 'Taxation Considerations' on page 12 of
this PDS for detailed information in relation to the tax
implications of investing in Macquarie Trading Warrants. In
brief:
no tax implications should arise from investing in Macquarie
Trading Warrants until they are sold or until they expire or until
the Underlying Parcel is sold upon, or following, the exercise of a
Warrant;
upon the sale or expiry of a Macquarie Warrant or upon the sale
of the Underlying Parcel upon, or following, the exercise of a
Warrant, capital gains tax consequences are likely to arise to the
investor;
no dividend income will be derived from the Underlying Parcel by
an investor in a Call Warrant unless and until the Warrant is
exercised; and
dividend income will continue to be derived from the Share
comprised in the Underlying Parcel by an investor in a Put Warrant
unless and until the Warrant is exercised.
Is there a Cooling Off Period?
There is no cooling off period when you buy or sell Macquarie
Trading Warrants.
Are there any labour standards or social, environmental or
ethical considerations I should be aware of?
Macquarie will not take into account labour standards or social,
environmental or ethical considerations for the purposes of
selecting retaining or realising the investment. An investment in
Macquarie Trading Warrants by Investors requires the selection of a
specific Underlying Parcel. Investors should make their own
enquiries as to whether labour standards or social, environmental
or ethical considerations are taken into account by the issuer of
the Share comprised in the Underlying Parcel by referring to the
website of the relevant issuer or information disclosed by the
relevant issuer pursuant to its continuous disclosure obligations.
Enquiries and Complaints
Macquarie has procedures in place to properly consider and deal
with any enquiries or complaints from investors in Macquarie
Trading Warrants. Macquarie will acknowledge receipt of a written
complaint within 5 days and provide a substantive response within
21 days. Where a complaint remains unresolved (eg where a remedy is
not offered or not instigated or where a remedy is offered is not
accepted by the complainant), the complaint may fall within the
terms of reference of the external complaints scheme, Financial
Industry Complaints Scheme (“FICS”). To contact FICS, Holders
should telephone 1300 780 808 or write to PO Box 579 Collins Street
West, Melbourne, Victoria 8007.
-
Section 2: Details of the Warrants
This Section is a summary of the important features of Macquarie
Trading Warrants. The contractual terms are contained in Section 6.
Investors should read and understand the contractual terms before
investing in Macquarie Trading Warrants. Investors should obtain
professional advice which takes into account their particular
investment needs, objectives and financial circumstances. If there
is any conflict between this summary and the Terms, the Terms
prevail.
4
2.1 Offer of Macquarie Trading Warrants
Issuer
The Issuer is Macquarie Bank Limited. Please refer to Section 7
which contains more information on Macquarie.
Issue Description
Macquarie may issue several Series of Warrants under this PDS.
The commercial terms for a particular Series will be set out in a
Supplementary PDS (which must be attached to, or issued with this
PDS) issued on or before the Issue Date for each Series. Copies of
each Supplementary PDS can be obtained by contacting Macquarie on
1800 803 010 or at [email protected].
Maximum Issue Size
The initial issue size for each Series will be set out in the
relevant Supplementary PDS. Macquarie reserves the right, without
the consent of, or the giving of prior notice to Holders, to
increase the maximum issue size by seeking the consent of the ASX
to such increase at any time during the relevant Offer Period.
Underlying Parcel
The relevant Specified Number of Warrants of a particular Series
relates to one Underlying Parcel which is initially one Share in
the relevant Listed Entity. The composition of an Underlying Parcel
may be adjusted in certain circumstances in accordance with the
Terms. See “Adjustments” later in this section.
Minimum Subscription and Underwriting
There is no minimum number of Warrants which must be issued for
the offer to proceed. The offer is not underwritten.
Offer Period
The offer of Warrants under this PDS in respect of each Series
is open from 9:00am (Sydney time) on the date specified in the
relevant Supplementary PDS and will close with respect to a
particular Series of Warrants at the earlier of:
(a) the date specified in the Supplementary PDS; and
(b) the date on which the Warrants lapse pursuant to Clause 2.3
of the Terms,
subject to the rights of Macquarie to withhold offering any or
all Series of Warrants at any time and for any period of time and
to close the offer with respect to any or all Series of Warrants on
an earlier date without prior notice.
Macquarie reserves the right and currently intends to continue
to issue Warrants in each Series after the commencement of trading
of Warrants on the ASX.
Issue Price
This PDS does not specify the price at which Warrants of a
particular Series will be issued. The issue price (or “Premium”)
will depend on the price of the relevant Shares and other
parameters at the time the offeree agrees to subscribe for Warrants
and will therefore vary from time to time during the offer
period.
Application Procedure
Applications may only be made on the Application Form attached
to this PDS or attached to the complete and unaltered electronic
PDS dated 23 March 2004.
Investors intending to apply for Warrants must first make a
telephone commitment to Macquarie by calling 1800 80 30 10 to
acquire the specified Warrants.
At the time of making this commitment, the number and Premium
for the specified Warrants will be agreed between Macquarie and the
investor and the investor will be given a discrete subscription
number, which must be inserted on the Application Form. Investors
are then required to lodge a completed Application Form together
with the application money within five Business Days after making a
telephone commitment to acquire the specified Warrants. Payments
must be made by cheque in Australian dollars. Investors should
receive confirmation of the number of Warrants acquired within
twelve Business Days of submitting a valid Application Form and
application money being cleared.
All telephone conversations may be tape recorded.
Macquarie reserves the right to accept or reject any commitment
or subsequent application in its absolute discretion and to vary
the application procedure.
Macquarie will not accept Application Forms prior to the date of
this PDS.
A paper copy of this electronic PDS will be provided to
investors free of charge during the offer period on request by
contacting Macquarie.
Trading
Application will be made to the ASX for permission to admit the
Warrants offered under this PDS to Trading Status. Each Series of
Warrants are expected to commence trading on the date set out in
the relevant Supplementary PDS.
-
Section 2 Description of the Warrants
5
2.2 How Do Macquarie Trading Warrants Work?
Macquarie Trading Warrants give the Holder the right to buy
(call) or sell (put) a particular Share for a fixed price (Exercise
Price) on a future date (European) or on or before a future date
(American) (Expiry Date).
Exercise Price
The Exercise Price per Specified Number of Warrants of a
particular Series is set out in the relevant Supplementary PDS. The
Exercise Price for each Series is subject to adjustment in certain
circumstances in accordance with Clause 4 of the Terms.
Expiry Date
The Expiry Date of each particular Series is set out in the
relevant Supplementary PDS. The Supplementary PDS will specify
whether the Warrants are American Warrants or European
Warrants.
The Warrants of a particular Series may be exercised in
accordance with the Exercise Procedure outlined below.
Specified Number
Holders should exercise Warrants of a Series in multiples of the
Specified Number for that Series. If an Exercise Notice is given
for a number of Warrants which is either not a whole number or a
whole multiple of the Specified Number, the number of Warrants
exercised under the notice will be rounded down to the closest
whole multiple of the Specified Number and any excess exercise
money will be refunded to the Holder and an Assessed Value Payment
will be made for the Warrants which are not exercised (see Clauses
5.11 and 5.14 of the Terms).
Exercise Procedure
Call Warrants
Holders wishing to exercise Call Warrants of a Series must lodge
with Macquarie a completed Exercise Notice for a number of Call
Warrants of that Series which is a multiple of the relevant
Specified Number together with payment of the Exercise Price and
any applicable Transfer Tax in respect of the Warrants.
In respect of an American Warrant, the Exercise Notice may be
lodged before the Expiry Date or on the Expiry Date at or before
4.15pm. The Business Day on which the Exercise Notice is duly given
to Macquarie in respect of a Warrant is the Exercise Day for that
Warrant.
In respect of a European Warrant, the Exercise Notice must be
lodged on the Expiry Date at or before 4.15pm. If an Exercise
Notice is received prior to the
Expiry Date, it will be treated as having been received on the
Expiry Date.
Holders should note that an Exercise Notice only becomes
effective if both the funds accompanying the Exercise Notice are
cleared and, the Holder is registered as the Holder of the relevant
number of Warrants on or before the fifth Business Day after the
Exercise Day.
Put Warrants
Holders wishing to exercise Put Warrants of a Series must lodge
with Macquarie a completed Exercise Notice for the number of Put
Warrants of that Series which is a multiple of the relevant
Specified Number on the Expiry Date at or before 4.15pm. If an
Exercise Notice is received prior to the Expiry Date, it will be
treated as having been received on the Expiry Date.
Together with the Exercise Notice, the Holder must also lodge
all documents relating to the Underlying Parcel including (if
applicable) a copy of their Issuer Sponsored Statement showing the
holding, or evidence of the Holder’s instructions to the Sponsoring
Participant to deliver the Shares to the Broker. The Holder must
also lodge any other documents Macquarie notifies the Holder that
it reasonably requires.
The Broker will then arrange for the Underlying Parcel to be
transferred to Macquarie.
If the Holder delivers a valid Exercise Notice and if the Holder
procures that Macquarie is in a position to be registered as the
owner of the relevant Underlying Parcel within 5 Business Days of
the Expiry Date, Macquarie will pay the Holder the Exercise Price
less any applicable Transfer Tax on the Payment Date by cheque.
If a Warrant is not exercised prior to 4.15pm on the Expiry Date
it will lapse, with the Lapse Date being the Expiry Date.
If a Warrant is exercised, but the Holder does not procure that
Macquarie is in a position to be registered as owner of the
relevant Underlying Parcel within 5 Business Days of the Expiry
Date, the Warrant will lapse, with the Lapse Date being the day 5
Business Days after the Expiry Date.
Failure to Exercise/Lapse of the Warrant
A Warrant will automatically lapse if a valid Exercise Notice
has not been received by Macquarie at or before 4:15pm on the
Expiry Date. In the situation where a Warrant has lapsed, the
Holder may be entitled to an Assessed Value Payment, provided the
Warrant has an intrinsic value of equal to or greater than 5% of
the Exercise Price on the Expiry Date. The Assessed Value Payment
is calculated in accordance with clause 5.11 of the Terms.
-
Section 2 Description of the Warrants
6
2.3 Treatment of Dividends and Other Rights
Voting Rights
The Holders of Macquarie Trading Warrants, in their capacity as
Holders, are not entitled to receive any annual reports or notices
of meetings of the relevant Listed Entity or attend or speak or
vote at any meeting of members (or class of members) of the Listed
Entities.
Dividends
Holders are not entitled to participate in any dividends,
dividend reinvestment plans, or other plans of Listed Entities for
the investment or receipt of other benefits in lieu of dividends in
respect of the Underlying Parcel, including among other things,
discount cards.
Special Dividends
If a Listed Entity declares a Special Dividend, the Exercise
Price and Specified Number will be adjusted. The Underlying Parcel
will remain unchanged.
The adjustments will generally follow the methodology that is
used by ASX to adjust exchange traded options (“ETOs”) over the
same Shares in the same situation. If there is no corresponding
ETOs, Macquarie may still use the methodology set out in the ASX
Market Rules. Macquarie may, with the consent of the ASX, make an
alternate adjustment to that used by the ASX or set out in the ASX
Market Rules if it determines the actual ETO adjustment or ASX
methodology is inappropriate in a particular situation.
2.4 Expiry Date
Each Series of Macquarie Trading Warrants will expire on the
Expiry Date specified for that Series in the relevant Supplementary
PDS. Potential investors should note however, that the Expiry Date
for a Series of Macquarie Trading Warrants may be brought forward
upon the occurrence of an Extraordinary Event.
Macquarie may at any time, at its discretion and with the
consent of ASX, nominate as an Extraordinary Event for a particular
Series of Warrants events including the actual or proposed
delisting, withdrawal of admission to trading status or suspension
of the Shares or the Warrants (except, in the case of Warrants,
where that delisting, withdrawal or suspension is caused by
Macquarie) or a material limitation of the ability of Macquarie to
hedge the Warrants or maintain secondary market prices in the
Warrants.
If Macquarie makes such a nomination, the relevant Series of
Warrants will automatically lapse.
2.5 Variation of the Terms
The Exercise Price, Specified Number and the Underlying Parcel
may be varied in the event of corporate actions such as returns of
capital, rights and bonus issues and other reconstructions.
Other variations are possible in two circumstances:
1) Where the change is necessary or desirable in the reasonable
opinion of Macquarie:
• to comply with any statutory or other legal requirements or
any requirement of the ASX;
• to rectify any technical defects, manifest error or ambiguity;
or
• to provide for the consequences of any corporate action by the
Listed Entity.
2) Where the terms of the change are authorised by a resolution
of Holders.
Such a resolution is passed only where Macquarie:
• notifies every Holder of the proposed change;
• supplies the Holder with a document setting out the reasons
for, and any advantages and disadvantages of, the changes proposed;
and
• supplies the Holder with a ballot paper allowing the Holder to
vote for or against the change.
A resolution varying the Terms in respect of a Series is only
passed if it is approved by the Holders of 75% of the relevant
Series who cast votes (being Holders that are not Macquarie or its
associates).
The votes will be validated and checked by Macquarie’s auditors.
Each Holder will have one vote for each Macquarie Warrant held. The
voting period may not be less than 20 Business Days from dispatch
of the last notice of proposed changes to a Holder. No ballot can
be requisitioned by Holders.
Where Macquarie Trading Warrants are held by Macquarie or its
associate as trustee or nominee for a Holder, Macquarie or its
associate will only cast a vote in respect of each Macquarie
Warrant so held in the manner directed by the Holder.
2.6 Adjustments for Corporate Actions and other Events
Several events may occur in relation to the Listed Entities or
the Shares which will result in adjustments being made to the
Exercise Price, Specified Numbers or the composition of an
Underlying Parcel.
These events are set out in Clause 4 of the Terms.
-
Section 2 Description of the Warrants
7
The adjustments will generally follow the methodology that is
used by ASX to adjust exchange traded options (“ETO”) over the same
Shares as those comprised in the Underlying Parcel in the same
situation. If there are no corresponding ETOs, Macquarie may still
use the methodology set out in the ASX Market Rules. Macquarie may,
with the consent of the ASX, make an alternate adjustment to that
used by the ASX or set out in the ASX Market Rules if it determines
the actual ETO adjustment or ASX methodology is inappropriate in a
particular situation.
Some events and the adjustments set out in the ASX Market Rules
are summarised below. These summaries provide an outline only and
where there is any difference between these summaries and the
adjustments contemplated by Clause 4 of the Terms, the latter shall
prevail.
Reconstruction of Capital
The Underlying Parcel will become the new securities issued in
substitution for the Share which constituted the Underlying Parcel
before the reconstruction. The Exercise Price, composition of the
Underlying Parcel and Specified Number, as applicable, will be
adjusted in accordance with the methodology set out in the ASX
Market Rules 11.3.
Cash Return of Capital
If a pro-rata cash return of capital involves the cancellation
or repurchase of any Share, the Underlying Parcel will be adjusted
to exclude the cancelled or repurchased securities.
The Exercise Price, composition of the Underlying Parcel and
Specified Number, as applicable, will be adjusted in accordance
with the methodology set out in ASX Market Rules 11.3.
Bonus or Rights Issue
If there is a pro rata issue or distribution of securities by
way of a bonus issue or a pro rata right to acquire securities, the
Exercise Price, composition of the Underlying Parcel and Specified
Number, as applicable, will be adjusted in accordance with the
methodology set out in ASX Market Rules 11.3.
2.7 Contractual Rights to Payment if Macquarie Defaults
If after an effective Exercise Notice has been given in respect
of Macquarie Trading Warrants, Macquarie fails to either:
(a) in the case of Call Warrants, procure that the Holder
becomes the registered owner of the Underlying Parcel within twenty
(20) Business Days after the later of the Exercise Day and the day
on which the Transferee has satisfied its obligations under these
Terms; or
(b) in the case of Put Warrants, post a cheque to the Transferor
on the Payment Date for the Exercise Price (less any Transfer Tax)
for every Specified Number of Warrants exercised,
the Holder will, upon giving notice to Macquarie, be entitled to
receive a payment equal to
A = 1.1 x S
Where:
A = the amount; and
S = in the case of a Call Warrant, the value of the Underlying
Parcel calculated in accordance with Clause 5.12 of the Terms and,
in the case of a Put Warrant, the Exercise Price.
Upon payment of this amount, the relevant Macquarie Warrant will
cease to exist, and Macquarie shall have no further obligations to
the Holder. 2.8 Register
Macquarie will arrange (at its cost) for a register of Holders
of each Series of Macquarie Trading Warrants to be established and
maintained at the offices of Computershare Investor Services Pty
Limited (see Directory on the last page) in Sydney. The Register
will be open during normal business hours for inspection by any
Holder or authorised representative of any member of the Listed
Entities.
As the Macquarie Trading Warrants will be CHESS Approved
Securities, a CHESS sub-register and an Issuer Sponsored
Subregister of Holdings will be established in respect of each
Series of Macquarie Trading Warrants.
2.9 Form of Holding
The Macquarie Trading Warrants will be held in uncertificated
form and no certificates will be issued. The Macquarie Trading
Warrants will be noted in the Register of Macquarie Trading
Warrants for each Series maintained by Computershare Investor
Services Pty Limited.
2.10 Activities of Macquarie
The Macquarie Trading Warrants will constitute direct
unconditional obligations of Macquarie.
Macquarie reserves the right to buy back Macquarie Trading
Warrants that have been issued. Macquarie Trading Warrants bought
back will not be cancelled automatically, but may be cancelled or
resold by Macquarie. Macquarie Trading Warrants may be issued after
commencement of trading on the ASX.
Members of the Macquarie Group may apply for Macquarie Trading
Warrants to facilitate market
-
Section 2 Description of the Warrants
8
making activities that may be undertaken in relation to the
Warrants. Macquarie will provide, as and when practicable, buy and
sell quotations for Macquarie Trading Warrants on the ASX.
From time to time Macquarie (or other members of the Macquarie
Group) may hold shares in, or warrants or other securities relating
to the Shares comprised in the Underlying Parcel. Holders of
Warrants have no power, directly or indirectly, to vote or control
how Macquarie (or the relevant Macquarie Group company) votes in
relation to those shares or other securities. Macquarie (or the
relevant Macquarie Group company) may vote or not vote in relation
to those shares or other securities at its sole discretion and
having regard solely to its own interests.
2.11 The Clearing House Electronic Sub-register System
(CHESS)
CHESS (Clearing House Electronic Subregister System) is a
computer system which electronically transfers title between the
buyers and sellers of securities on the ASX. It is a paperless
system where security ownership is recorded on an account in CHESS,
rather than through the use of physical share certificates. CHESS
also enables the electronic settlement of transactions between
CHESS participants (i.e. stockbrokers and institutional
investors).
CHESS is operated by ASX Settlement and Transfer Corporation Pty
Ltd, a wholly owned subsidiary of the ASX. All CHESS participants
must abide by the published rues known as the ASX Settlement
Transfer Corporation Pty Limited (ASTC) Settlement Rules (ASTC
Settlement Rules).
Macquarie will apply to have the Warrants offered under this PDS
admitted to CHESS. When the Warrants become “CHESS Approved
Securities”, holdings will be registered on one of two
subregisters: an electronic CHESS subregister or an Issuer
Sponsored Subregister. Warrants held by a Holder who is a
participant in CHESS or a person sponsored by a participant in
CHESS will be registered on the CHESS subregister. All other
holdings will be registered on the Issuer Sponsored
Subregister.
Under the CHESS system, Holders will be provided with a holding
statement on a monthly basis whenever there is a change in holding,
rather than with a certificate. The holding statement will record
the number of Warrants held and the particulars of the Holder,
including the Holder’s Holder Identification Number in the case of
a CHESS Holder or a Shareholder Reference Number in the case of an
Issuer Sponsored Holder.
Holders who hold Warrants with more than one sponsoring
participant will receive separate holding statements from the
ASX.
2.12 Distributions of this PDS and any Supplementary PDS
As the Macquarie Trading Warrants are to have Trading Status on
the ASX, they may be transferred to secondary holders. This PDS,
together with any relevant Supplementary PDS may be passed on to
such secondary holders in that capacity or to potential transferees
who approach existing Holders, the Broker or Macquarie. Macquarie
will provide a copy of this PDS and any relevant Supplementary PDS
on request.
2.13 Substantial Shareholders, Takeovers and Associations
The acquisition of Macquarie Trading Warrants may have
implications for Holders (particularly substantial shareholders)
under Chapters 6, 6A, 6B, 6C and 6D of the Corporations Act 2001.
The precise implications depend upon the Holder’s particular
circumstances.
The following explanation of the law as at the date of the PDS
is provided to assist Holders in identifying the practical
obligations that may arise from a holding of Macquarie Trading
Warrants. The obligations of Holders will, however, be affected by
circumstances peculiar to individual Holders and Holders should
obtain their own advice on the obligations they may have under the
Corporations Act.
ASIC has issued Class Order 02/924 which disregards any relevant
interest in, or voting power in relation to, a Share which a Holder
may have solely as the result of holding a Call Warrant. ASIC has
also issued Class Order 02/925 which disregards certain
associations between the Issuer and a Holder. These Class Orders
apply to the Call Warrants.
2.14 Foreign Holders
The acquisition or exercise of Macquarie Trading Warrants could
have implications for Holders under the Foreign Acquisitions and
Takeovers Act 1975 (Commonwealth) (FATA). The following paragraphs
are a very general summary of the requirements of FATA as they may
affect an acquisition of Macquarie Trading Warrants. The summary
does not purport to be exhaustive nor to give legal advice and
should not be relied on by the potential investors, who should seek
their own legal advice in relation to all aspects of the proposed
investment including but not limited to those referred to
below.
FATA empowers the Treasurer of Australia to prohibit a proposed
acquisition of shares in an Australian corporate or interests in
assets of an Australian
-
Section 2 Description of the Warrants
9
business where the result of the acquisition will be that a
foreign person, together with its associates would have an interest
of not less than 15% of the issued shares in the corporation or
interests in assets of an Australian business, or two or more
foreign persons (together with their associates) would in aggregate
have an interest of not less than 40% of the interests in the
issued shares in the corporation or assets of the Australian
business. Where such an acquisition has already occurred, the
Treasurer has the power to order a person who acquired the shares
or interests in the assets to dispose of them. The concepts of
acquisition, interest, associate and foreign person are very widely
defined in FATA.
In addition, FATA requires certain persons who propose to make
such acquisitions first to notify the Treasurer of their intention
to do so. The acquisition of Macquarie Trading Warrants on-market
will constitute an acquisition by the Holder of the Shares
comprised in the Underlying Parcel for the purposes of FATA.
Foreign ownership of Shares in Australian companies may also be
restricted under other Commonwealth legislation, or under
Commonwealth Government policy for example, in relation to
Australian banks and Telstra Corporation Limited. In addition, some
Australian companies are subject to legislation which prescribes
maximum shareholding limits for all shareholders.
-
Section 3: Risks You Should Consider
An investment in Macquarie Trading Warrants is speculative with
returns received depending on a number of variable factors. All
investments involve varying degrees of risk. In evaluating the
merits and suitability of an investment in Macquarie Trading
Warrants, careful consideration should be given to the risks
inherent in Macquarie Trading Warrants. This Section does not
purport to be a comprehensive summary of all the risks associated
with an investment in Macquarie Trading Warrants but highlights
particular risks that Macquarie wishes to encourage prospective
investors to consider in detail and discuss with their professional
advisers.
10
3.1 National Guarantee Fund - not a guarantor in all cases
Claims against the National Guarantee Fund may only be made in
respect of secondary trading in Warrants between brokers on the ASX
and cannot be made in relation to the primary issue of Warrants by
Macquarie or the settlement obligations of Macquarie arising from
the giving of Exercise Notices or the expiry or termination of the
Warrants.
The capacity of Macquarie to settle all outstanding Warrants is
not guaranteed by the ASX, the National Guarantee Fund or the ASTC.
3.2 Obligations of Macquarie
The value of the Warrants depends upon, among other things, the
ability of Macquarie to perform its obligations under the
Terms.
The obligations of Macquarie under the Warrants are not deposit
liabilities of Macquarie, and they are not guaranteed by any other
party. They are unsecured contractual obligations of Macquarie
which will rank equally with Macquarie’s other unsecured
contractual obligations and with its unsecured debt, other than
liabilities mandatorily preferred by law. In this regard, Section
13A(3) of the Banking Act 1959 provides that in the event of
Macquarie becoming unable to meet its obligations, the assets of
Macquarie in Australia shall be available to meet its deposit
liabilities in Australia in priority to all other liabilities of
Macquarie (which includes the obligations of Macquarie under the
Warrants).
Investors must make their own assessment of the ability of
Macquarie to meet its obligations. A description of Macquarie is
set out in Section 7 to assist potential investors in making this
assessment. 3.3 Exercise Procedure and Exercise Notice
Holders who wish to exercise their Warrants should ensure that
they follow the proper exercise procedures. Shares to be delivered
by the Holder following the exercise of a Put Warrant must be
registered in the same name and address as the Warrant is
registered in. The exercise of Put Warrants will not be valid if
the Holder does not procure that Macquarie is in a position to be
registered as the holder of the adjusted Underlying Parcel by the
fifth Business Day after the Expiry Date.
If the Warrants are not properly exercised they will lapse and
the Holder may receive an Assessed Value Payment.
3.4 Corporate Events
Several corporate events may occur which result in an adjustment
to the Underlying Parcel, the Specified Number or the Exercise
Price. Such corporate events include reconstructions of capital,
cash returns of capital, bonus issues, rights issues and Special
Dividends. Macquarie will notify the Holder of any change to the
Underlying Parcel, the Specified Number and any likely change to
the Exercise Price. 3.5 Takeover of a Listed Entity and Schemes
of
Arrangement
A takeover offer or scheme of arrangement may result in the
automatic lapse of a Warrant (see Clause 2.3(d) and Clause 2.3(e)
of the Terms). 3.6 Factors Affecting Warrant Value
The market price of a Warrant is expected to be dependent upon
such factors as the market price of Shares, the volatility of the
price of Shares, the level of interest rates, the time remaining
until the Expiry Date and other interrelated and complex factors
and general risks applicable to stock markets on which Shares and
the Warrants are traded.
The market price of a Call Warrant is likely to fall if the
market price of the relevant Underlying Parcel falls. The market
price of a Put Warrant is likely to fall if the market price of the
relevant Underlying Parcel increases. The financial performance of
the relevant Listed Entity will affect the market value of Shares
and, consequently, the market value of the Warrant. Macquarie makes
no representation or warranty as to the financial performance of
any Listed Entity.
No liability or responsibility is accepted by Macquarie
regarding the completeness or accuracy of such information
regarding any Listed Entity. The value of a Warrant is also reduced
by time decay, meaning that even if the market price of a Share
moves in the desired direction, the value of the Warrant may fall
if the time decay is greater. 3.7 Possible Illiquidity of Trading
Market
Investors should be aware that there is no accurate indication
as to the extent to which the Warrants will trade in the secondary
market, nor is there sufficient evidence as to whether that market
will be liquid or illiquid.
-
Section 3: Risks You Should Consider
11
3.8 Potential Conflicts of Interest
Companies in the Macquarie Group may buy and sell Warrants,
Shares of the Listed Entity and other financial products relating
to the Share comprised in the Underlying Parcel, either as
principal or agent. In addition, companies in the Macquarie Group
may from time to time advise any of the Listed Entities in relation
to activities unconnected with the issue of Warrants, including
(but not limited to) general corporate advice, financing, funds
management and property and other services. Macquarie Group’s
interest in the Listed Entities is disclosed in the First
Supplementary PDS.
The rights of Holders against Macquarie are set out in the
Terms. Macquarie is not a fiduciary to Holders. Any profits earned
and any losses incurred by Macquarie and its related bodies
corporate in their trading activities (in relation to Shares,
Warrants or otherwise) will accrue entirely to those parties
independently of Macquarie’s obligations to Holders.
3.9 General Market Risks
General movements in local and international stock markets,
prevailing and anticipated economic conditions, investor sentiment
and interest rates could all affect the market price of Warrants.
These risks are generally applicable to any investment on the ASX
or any other stock market.
3.10 Exercise of Discretion by Macquarie
Investors should note that some provisions of the Terms confer
discretions on Macquarie. These discretions include the discretion
to nominate Extraordinary Events (see Clause 1.5 of the Terms) and
to vary the adjustments contemplated in Clause 4 (see Clause 4.7 of
the Terms). The exercise or non-exercise of these discretions could
adversely affect the value of the Warrants.
Holders do not have the power to direct Macquarie concerning the
exercise of any discretion, although in some cases Macquarie may
only exercise certain discretions with the consent of the ASX. The
discretions are set out in the Terms.
3.11 Suspension, Discontinuance or Modification of the
Shares
Except where Macquarie nominates it as an Extraordinary Event,
suspension of any Shares from official quotation on the ASX will
not affect the validity of a Warrant or in any way detract from the
obligations of Macquarie under a Warrant.
The cancellation of any Shares or the modification of their
rights may, in certain circumstances, lead to a change in the
Underlying Parcel, Exercise Price and/or Specified Number.
Otherwise, except where Macquarie nominates it as an Extraordinary
Event, the cancellation of any Shares or the modification of their
rights will not affect the validity of a Warrant or in any way
detract from the obligations of Macquarie.
3.12 Suspension of Warrant Trading
Trading of Warrants on the ASX may be halted or suspended by the
ASX. This may occur whenever the ASX deems such action appropriate
in the interests of maintaining a fair and orderly market in a
Series of Warrants or in the relevant Shares or otherwise deems
such action advisable in the public interest or to protect
investors.
Matters that may also be considered include circumstances where
the ASX has been advised that a Listed Entity is about to make an
important announcement affecting its Shares, any unusual conditions
or circumstances are present or Macquarie becomes unable or
unwilling or fails to comply with the ASX Market Rules or if the
ASX in its absolute discretion thinks fit.
The withdrawal of admission to Trading Status or suspension of
the Warrants may, in Macquarie’s discretion, cause the Warrants to
lapse if it would be an Extraordinary Event.
3.13 Delisting of Listed Entity
Except to the extent that it constitutes an Extraordinary Event
(in which case the Warrants will lapse), the removal of a Listed
Entity from the official list of the ASX will not affect the
validity of the relevant Series of Warrants or in any way detract
from the obligations of Macquarie under that Series of Warrants.
However, the Warrants themselves may have Trading Status withdrawn
by the ASX in such circumstances. If the Shares become worthless or
the relevant Listed Entity is wound up or ceases to exist, it is
likely that the Call Warrants will cease to have any value.
3.14 Voting Rights
Warrants confer no rights on the Holder to vote in relation to
any Shares.
3.15 Investment Decisions
It is impossible in a document of this type to take into account
the investment objectives, financial situation and particular needs
of each investor. Accordingly, nothing in this PDS should be
construed as a recommendation by Macquarie or any other person
concerning an investment in Macquarie Trading Warrants, Shares or
any other security. Readers should not rely on this PDS as the sole
basis for any investment decision in relation to Macquarie Trading
Warrants, Underlying Parcels or any other security, but should
obtain relevant information concerning the Listed Entities and
where necessary, independent financial advice.
-
Section 4: Taxation Considerations
This Section contains a general summary only of some of the
taxation consequences of investing in Macquarie Trading Warrants by
an Australian resident individual taxpayer .
The summary is necessarily general in nature and does not take
into account the specific circumstances of an investor. Potential
investors should not rely on the contents of this Section and
should obtain specific taxation advice referrable to their own
circumstances prior to making an investment decision.
Also, potential investors should be aware that the ultimate
interpretation of the taxation law rests with the Courts and that
the law, and the way that the Commissioner of Taxation administers
the law, may change at any time.
12
4.1 Relevant Taxpayers
This Section is confined to the position of an Australian
resident individual taxpayer who does not carry on the business of
trading or dealing in shares or warrants.
4.2 Application or Purchase
No immediate tax consequences will arise to an investor who
acquires a Macquarie Warrant, whether by primary market application
or through purchase on the ASX. The cost of acquiring the Warrant
will not be deductible to the investor but will be relevant for
capital gains tax purposes.
If the Warrant is sold or expires unexercised, the cost of
acquiring the Warrant will form part of the cost base of the
Warrant. If the Warrant is exercised, the cost of acquiring the
Warrant will form part of the cost base of the Underlying Parcel
acquired (in the case of a Call Warrant) or sold (in the case of a
Put Warrant) by the investor from the exercise of the Warrant.
4.3 Derivation of Dividend Income
Investors in a Call Warrant will not derive dividend income from
the Underlying Parcel unless and until they acquire the Underlying
Parcel by exercising the Warrant. Investors in a Put Warrant will
continue to derive dividend income from any Underlying Parcel that
they own until they sell the Underlying Parcel to Macquarie by
exercising the Warrant. However, investors in a Put Warrant should
consider whether their entitlement to any franking credits will be
affected by the 'holding period rule' by virtue of their investment
in the Put Warrant.
4.4 Sale of Macquarie Warrant
If the investor does not exercise the Macquarie Warrant, and
sells it on the ASX before the Expiry Date, the investor will be
treated as having disposed of a CGT asset. A capital gain or a
capital loss might then arise to the investor, calculated as the
difference between the capital proceeds from the disposal and the
cost base of the Warrant.
If the investor held the Warrant for at least 12 months prior to
the sale, then the 50% CGT discount may be applied to the amount of
any capital gain remaining after the application of available
capital losses, for the purposes of calculating the net capital
gain for inclusion in the investor's assessable income.
4.5 Exercise of Macquarie Warrant
The tax consequences of the exercise of a Macquarie Warrant will
depend upon whether the Warrant is a Call Warrant or a Put
Warrant.
Call Warrant
When an investor exercises a Call Warrant, the exercise of the
Warrant will not of itself give rise to any immediate tax
consequences. Rather, both the cost of acquiring the Warrant and
the Exercise Price of the Warrant will then be included in the cost
base of the Underlying Parcel which is acquired from the exercise
of the Warrant, for the purposes of calculating any capital gain or
capital loss made on the subsequent disposal of the Underlying
Parcel by the investor.
The investor will only be entitled to claim the 50% CGT discount
on any capital gain realised on the subsequent disposal of the
Underlying Parcel (after the application of any available capital
losses) if the disposal occurs 12 months or more after the exercise
of the Warrant irrespective of the period for which the Warrant was
held prior to exercise.
Put Warrant
When an investor exercises a Put Warrant, the resulting sale of
the Underlying Parcel will be treated as a disposal of a CGT asset.
A capital gain or a capital loss may then arise to the investor,
calculated as the difference between the Exercise Price and the
cost base of the Underlying Parcel. In calculating the cost base of
the Underlying Parcel, the cost of acquiring the Warrant will be
added to the investor's existing cost base in the Underlying
Parcel.
If the investor acquired the Underlying Parcel after 21
September 1999 and held the Underlying Parcel for at least 12
months prior to the sale, then the 50% CGT discount may be applied
to the amount of any capital gain remaining after the application
of available capital losses, for the purposes of calculating the
net capital gain for inclusion in the investor's assessable
income.
If the investor acquired the Underlying Parcel on or before 21
September 1999 (but after 19 September 1985), then the investor may
choose to either apply the 50% CGT discount or calculate their
capital gain using a cost base indexed up to 30 September 1999.
4.6 Expiry of Macquarie Warrant
If the Macquarie Warrant expires unexercised, then a CGT event
will occur on the expiry of the Warrant. A capital gain or capital
loss may the