IAG Files Product Disclosure Statement for Subordinated Unsecured Notes Offering

The offering is part of IAG’s capital management strategy and proceeds will be used for general corporate purposes, including to refinance existing debt. The Notes will qualify as Tier 2 capital for IAG’s Tier 2 insurance pool for Australian regulatory capital purposes.

The offer will consist of two distinct parts:

  • a direct reinvestment offer of up to NZ$30 million available only to New Zealand resident investors in convertible unsecured subordinated notes issued by IAG in 2016 (2016 Notes) whose investment is not held in the under a custodial agreement (direct reinvestment offer) . This offer will be available on a first-come, first-served basis via a web portal (www.iagsubordinatednotes2022.co.nz).
  • a main offer of up to NZ$370 million (plus any unallocated amounts under the direct offer

Reinvestment Offer) will be restricted to clients of Joint Managers, Co-Managers, Primary Market Participants and other persons invited to participate in the Bookbuild, including New Zealand resident clients whose investment in the 2016 Bonds is held in under a conservation agreement (main offer). Investors can express their interest to a Joint Lead Manager, a Co-Manager or their usual financial adviser. There is no public swimming pool for the offer.

A reinvestment option is available under the Direct Reinvestment Offering and the Main Offering for New Zealand resident investors in the 2016 Bonds.

The Notes are a long-term investment with a final maturity date of June 15, 2038 but may be redeemed early, if certain conditions are met (including obtaining prior written approval from APRA), at the First Optional Redemption Date (June 15, 2028) or any Scheduled Interest Payment Date thereafter, or if a tax or regulatory event occurs. All or part of the Notes must be converted into ordinary shares of IAG if a non-viability triggering event occurs (or be delisted if they cannot be converted into shares). A Non-Viability Triggering Event could occur if IAG encounters serious financial difficulties.

The interest rate will be fixed until the first optional redemption date and will be a variable rate for subsequent interest periods.

The Main Offering and the Direct Reinvestment Offering are expected to open on March 21, 2022, and the Indicative Margin is expected to be announced via NZX on the same date. The Offering is expected to close on March 25, 2022. The Bonds are expected to be issued on April 5, 2022 and listed on the NZX debt market on April 6, 2022.

The margin and the fixed interest rate until the First Optional Redemption Date of the Notes will be fixed following a bookbuilding process on or around March 25, 2022.

IAG has appointed ANZ Bank New Zealand Limited (ANZ) as arranger and ANZ, Bank of New Zealand and Forsyth Barr Limited as co-managers, and Commonwealth Bank of Australia ABN 48 123 123 124 (acting through through its New Zealand branch) and Westpac Banking Corporation ABN 33 007 457 141 (acting through its New Zealand branch) as joint managers in connection with the offer.

Details of the Offer and Notes are contained in the PDS. Copies of the PDS, IAG Traveling Presentation and Indicative Terms Sheet are available on the online Disclosure Register maintained by the Companies Office (www.disclose-register.companiesoffice.govt.nz, d offer OFR13283) or by contacting one of the co-managers or co-managers of the offer or your usual financial adviser.

This offer is made in accordance with the Financial Markets Conduct Act 2013.

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