This Notice is being issued to provide Participants with further information on the Reinvestment of IAG CPS (IAGPC) into IAG Capital Notes (IAGPD).

Insurance Australia Group Limited (“IAG”) has announced an offer of perpetual, convertible, subordinated debt

Obligations in the form of unsecured notes (“Capital Notes”) to raise $350 million with the ability to raise more or less (“Offer”).

The Offer allows certain holders of IAG Convertible Preference Shares (“CPS”), to apply to have some or all of their IAG CPS bought-back by IAG and the proceeds automatically applied to the application payment for IAGPD. 

The Offer is expected to open on 29 November 2016. 

Eligible IAG CPS Holders are persons who

• were registered as holder of IAG CPS at 7.00pm (Sydney time) on 18 November 2016;

• are shown on the CPS register as having an address in Australia; and

• are not in the United States or acting as a nominee form or for the account or benefit of, a US Person (as defined in Regulation S of the United States Securities Act of 1933, as amended) or not otherwise prevented from receiving Reinvestment Offer or IAG Capital Notes under the laws of any jurisdiction.

What do I need to do by when?

Reinvestment of IAG CPS – via a Syndicate Broker

The Acceptance Codes above (except the code IAG101 – General Reinvestment and code IAG108 – Institutional Offer) should only be used by Syndicate Brokers under the Broker Firm Offer with respect to applications received to reinvest IAG CPS to IAG Capital Notes. Other brokers or participants who accepted an allocation from a Syndicate Broker under the Broker Firm Offer should contact that Syndicate Broker for instructions on the applicable code to use. Any IAG CPS entered using these acceptance codes will need to be validated and verified by the relevant Syndicate Broker or Sponsoring Broker against the broker firm allocation that is being claimed/ nominated. Syndicate Brokers should refer to the Joint Lead Managers for further information or contact the IAG Capital Notes Information Line on 1300 647 382.

CHESS will process offer acceptance messages until 5:00pm (Sydney time) on Friday, 16 December 2016. 

If you have any enquiries regarding settlement, please direct these to Chris Normoyle on +61 2 9324 2810 or chris.normoyle@ubs.com.

For further information regarding the offer please contact IAG Capital Notes Information Line (Monday to Friday, 8.30am to 5pm, Sydney time) on 1300 647 382 (local call within Australia) or +61 3 9415 4123 (international).

Need more information?

Issued by

Eldon Hernando, Senior Officer, Post Trade Operations

Contact information

Eldon Hernando
1800 623 571
cad@asx.com.au

General Information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages & Takeover Acceptance Removal Request Messages for a CHESS holding of securities. Some of these issues are summarised below.

A Participant must submit acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance Message) where the securities in Question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance Message) from CHESS in response.

In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in the subposition will generate further electronic notification to the Participant and paper notification to the Holder.  

Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to submit an acceptance as follows:

If the Holder specifies the time when or by which the offer must be submitted, in accordance with those instructions; otherwise by End of Day on the date of receipt of instructions from the Holder, where the offer closes on the date of receipt of instructions then prior to the close of the offer.

Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer is received from a Sponsored Holder.

If Securities in a CHESS holding have been reserved by ASX in an offer accepted subposition, a release of the Securities from that subposition may be initiated by a Valid Originating Message if the Holder of the Securities to which the tender relates is legally entitled.

A Participant must initiate removal of a Takeover Acceptance Message by transmission of an EIS type ‘085’ message (Takeover Removal Request Message) where the securities in Question are held in a CHESS Holding. The Participant will receive a ‘086’ message (Acceptance Removal Request Message) from CHESS in response.    

In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities have been removed from an offer-accepted subposition. Any change to the balance of securities in the subposition will generate further electronic advice to the Participant and paper advice to the Holder.

Participants should therefore retain, as a minimum, a record of the date on which instructions to withdraw Securities are received from a Sponsored Holder.

Disclaimer