Herbert Smith Freehills Advises Joint Lead Managers on AMP’s A$200m Notes Offer

Herbert Smith Freehills has advised the joint lead managers on AMP Limited’s (AMP) offer of new securities known as AMP Subordinated Notes 2 (AMP Notes 2), which are fully paid, redeemable, subordinated, unsecured notes of AMP (Offer). The Offer is intended to raise A$200 million, with the ability to raise more or less.

The AMP Notes 2 are being offered at an issue price of $100 each and are expected to be quoted on the ASX.

The Offer includes a reinvestment offer, under which eligible AMP Notes holders may fund their subscription for AMP Notes 2 by selling to AMP some or all of their Australian dollar tranche of subordinated notes issued in 2009 by AMP Group Finance Services Limited.

AMP is issuing AMP Notes 2 to raise capital which satisfies the eligibility requirements of APRA for Tier 2 Capital within regulated entities in the AMP Group.

Herbert Smith Freehills acted for the structuring adviser, UBS AG, Australia Branch, and for the three joint lead managers, being Commonwealth Bank of Australia, J.P. Morgan Australia Limited and UBS AG, Australia Branch.

The Herbert Smith Freehills team was led by partner Philippa Stone and Senior Associates Philip Hart and Lucy Hall, assisted by solicitor Charlotte Cameron.

“We are delighted to have acted for the joint lead manager syndicate on this transaction, following our roles on other major hybrid offerings,” said Ms Stone. “This transaction is the most recent in a succession of hybrid transactions since the release of APRA’s new Basel III prudential standards in 2012.”

Herbert Smith Freehills’ Australian capital markets team has also recently acted for the joint lead managers on Westpac Banking Corporation’s $750 million offer of Subordinated Notes II, for the joint lead managers on Australia and New Zealand Banking Group Limited’s $1.0 billion offer of new Tier 1 hybrid securities, for Commonwealth Bank of Australia on its $2 billion offer of PERLS VI (and concurrent PERLS IV buy-back and Reinvestment Offer), the first Basel III compliant hybrid by an Australian Bank, for Bendigo and Adelaide Bank on its $269 million issue of Convertible Preference Shares and concurrent Reset Preference Share Reinvestment Offer, for the joint lead managers on Macquarie Group Limited’s offer of Macquarie Capital Notes, for the joint lead managers on National Australia Bank’s $1.5 billion offer of CPS, for the joint lead managers on Westpac Banking Corporation’s $1.25 billion Capital Notes offer, for the joint lead managers on Westpac Banking Corporation’s $1.5 billion offer of Tier 2 Westpac Subordinated Notes, for the joint lead managers on ANZ’s $1.5 billion offer of ANZ Subordinated Notes, for Colonial on its $1 billion offer of subordinated notes and for the joint lead managers on IAG’s $377 million offer of convertible preference shares.

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