Commonwealth Bank of Australia announces consent solicitation for US$700,000,000 Trust Preferred Securities issued by CBA Capital Trust II

SYDNEY, Jan. 27, 2016 /PRNewswire/ -- Commonwealth Bank of Australia (the "Bank") today announces that CBA Capital Holdings Inc., as Sponsor (the "Sponsor") of CBA Capital Trust II (the "Trust"), has commenced a solicitation on behalf of the Trust of consents from holders of the Trust Preferred Securities (CUSIP/ISIN: 12479BAAO/US12479BAAO8 and U1492UAA1/USU1492UAA17) (the "Securities"), which represent preferred undivided beneficial ownership interests in the assets of the Trust, to approve certain amendments (the "Proposed Amendments") to the Amended and Restated Declaration of Trust (the "Declaration") of CBA Capital Trust II governing the Securities.  

The consent solicitations ("Consent Solicitations") are being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated January 27, 2016 (the "Consent Solicitation Statement").

The principal purpose of the Consent Solicitations and the Proposed Amendments is to allow additional flexibility in redeeming the Securities. Specifically, the Proposed Amendments would allow the Securities to be redeemed for cash without first redeeming the CBA preference shares ("Preference Shares") that form part of the assets of the Trust. The consideration that holders of the Securities would receive upon exercise of the optional cash redemption on or after March 15, 2016 after giving effect to the Proposed Amendments would be the same as the consideration receivable pursuant to the cash redemption provisions currently included in the Declaration. However, redeeming the Securities in the manner contemplated by the Proposed Amendments may be preferable to the Bank primarily due to certain restrictions under Australian corporate law applicable to the redemption of the Preference Shares.

The Declaration requires the valid consent of a majority in aggregate liquidation amount of the outstanding Securities (the "Requisite Consents") for the adoption of the Proposed Amendments and for the execution of a Second Amended and Restated Declaration of Trust of CBA Capital Trust II to give effect to the Proposed Amendments. For further details of the Proposed Amendments, holders of the Securities should refer to the Consent Solicitation Statement.

The Bank, or an agent on its behalf, will pay a cash payment equal to US$0.50 per US$1,000 in liquidation amount of Securities (the "Consent Consideration") to holders of Securities for which consents to the Proposed Amendments have been validly delivered (and not validly revoked) prior to February 8, 2016, unless extended or earlier terminated (the "Expiration Date"), provided that the conditions described in the Consent Solicitation Statement are satisfied or waived with respect to the Securities prior to the Expiration Date and a Second Amended and Restated Declaration of Trust of CBA Capital Trust II to give effect to the Proposed Amendments is executed and becomes effective, as described in the Consent Solicitation Statement. The Bank, or an agent on its behalf, intends to pay the Consent Consideration within three business days following the Expiration Date. Holders of Securities who do not deliver a consent prior to the Expiration Date will not receive the Consent Consideration, even though the Proposed Amendments, if they become operative, will bind all holders of the Securities and any subsequent holders.

If the Trust receives the Requisite Consents and the Bank receives the prior written approval of the Australian Prudential Regulation Authority for redemption of the Securities, it is currently intended that the Securities will be redeemed for cash on March 15, 2016 in accordance with the cash redemption provisions in the Declaration (as amended in accordance with the Proposed Amendments). If the Proposed Amendments are not adopted, the Bank may or may not determine to redeem the Securities on or after March 15, 2016 in accordance with the current Declaration.

The Sponsor, on behalf of the Trust, reserves the right to modify or terminate the terms of its consent solicitation at any time.

The information and tabulation agent for the consent solicitation is D.F. King. Any questions or requests for assistance or copies of the Consent Solicitation Statement may be directed to D.F. King in London: Telephone: +44 20 7920 9700, New York: Telephone: +1 212 269 5550, Hong Kong: +852 3953 7230 or by e-mail to [email protected]. Copies of the Consent Solicitation Statement may be obtained via the following website: http://sites.dfkingltd.com/cba.

The Bank and the Sponsor have retained Goldman, Sachs & Co. to act as solicitation agent in connection with the consent solicitation. Questions regarding the consent solicitation may be directed to Goldman, Sachs & Co. in the United States at +1 (212) 902-5183, in Europe at +44 (0) 20 7774 9862 or by e-mail to [email protected].

This press release is for information purposes only and is not an offer to sell or a solicitation or an offer to buy any security, nor is it a solicitation of consents with respect to any Securities. The consent solicitation is being made solely by the Consent Solicitation Statement. This press release and the Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Proposed Amendments. Those documents should be consulted for additional information regarding the consent procedures and the conditions for the consent solicitation. To receive copies of the Consent Solicitation Statement or for questions relating to the consent solicitation, please contact the solicitation agent or the information and tabulation agent using the contact information provided above. Any individual or company whose Securities are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Securities, to consent in accordance with the customary procedures of Euroclear, Clearstream or DTC, as applicable. If any holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposed Amendments, it is recommended for such holder to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser. None of the Bank, the solicitation agent, the trustees, the information and tabulation agent or any person who controls, or is a director, officer, employee, agent of any such person, or any affiliate of any such person makes any recommendation whether holders of the Securities should consent to the Proposed Amendments. The Bank is not making the consent solicitation to, nor will the Bank accept deliveries of any consent from, holders in any jurisdiction in which the solicitation of consents or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

For more information please contact:

D.F. King:

In London
125 Wood Street
London EC2V 7AN
United Kingdom
Telephone: +44 20 7920 9700

In New York
48 Wall Street, 22nd Floor
New York, New York 10005
United States
Banks and Brokers call: +1 212 269 5550
All Others call toll-free: + 1 866 620 8437

In Hong Kong
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7230

Website: http://sites.dfkingltd.com/cba
Email: [email protected]

SOURCE Commonwealth Bank of Australia