National Australia Bank (ABN 12 004 044 937) ("NAB") Announces Tender Offer for any and all of its Outstanding 3.375% Senior Notes due July 8, 2014 Guaranteed by the Commonwealth of Australia and any and all of its Outstanding Floating Rate Senior Notes due July 8, 2014 Guaranteed by the Commonwealth of Australia PR Newswire NEW YORK and SYDNEY, Oct. 30, 2012 NEW YORK and SYDNEY, Oct. 30, 2012 /PRNewswire/ -- NAB announced today the commencement of a cash tender offer for any and all of its 3.375% Guaranteed Senior Notes due July 8, 2014 outstanding in an aggregate principal amount of US$1.0 billion (the "Fixed Rate Notes") and any and all of its Floating Rate Guaranteed Senior Notes due July 8, 2014 (the "Floating Rate Notes") outstanding in an aggregate principal amount of US$1.75 billion (the "Notes"). The tender offer is being made pursuant to an offer to purchase and related letter of transmittal, each dated today, which set forth a more complete description of the terms and conditions of the tender offer, including the calculation of the cash purchase price. Holders of the Notes are urged to read the Offer to Purchase dated October 30, 2012 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the related letter of transmittal carefully before making any decisions with respect to the tender offer. The tender offer will expire at 5:00pm, New York City time, on November 7, 2012 unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Expiration Time"). Holders of the Notes must validly tender and not validly withdraw their Notes on or prior to the Expiration Time to be eligible to receive the Purchase Price (as defined below). Tenders of Notes may be withdrawn at any time on or prior to, but not after, the Expiration Time. The following table summarizes the material pricing terms of the tender offer: Total U.S. Fixed Title of CUSIP Principal Consideration Treasury Bloomberg Spread Security Numbers ISIN Amount per US$1,000 Reference Reference (Basis Outstanding principal Security Page Points) amount 3.375% Fixed Rate Notes 144A: 144A: To be due July 8, 6325C0AV3 US6325C0AV33 determined at 0.25% 2014 US$1,000,000,000 the Fixed October PX1 -5 Guaranteed Reg S: Reg S: Rate Price 31, 2014 by the 6325C1AV1 US6325C1AV16 Determination Commonwealth Date of Australia Floating Rate Notes 144A: 144A: due July 8, 6325C0AW1 US6325C0AW16 2014 US$1,750,000,000 US$1,009.82 N/A N/A N/A Guaranteed Reg S: Reg S: by the 6325C1AW9 US6325C1AW98 Commonwealth of Australia NAB will pay holders of the Fixed Rate Notes that validly tender and do not validly withdraw their Fixed Rate Notes prior to the Expiration Time an amount described below, and will pay holders of the Floating Rate Notes that validly tender and do not validly withdraw their Floating Rate Notes prior to the Expiration Time an amount equal to US$1,009.82 per US$1,000 principal amount of Floating Rate Notes (the "Floating Rate Purchase Price", and together with the "Fixed Rate Purchase Price", as applicable, the "Purchase Price"). The Fixed Rate Purchase Price is calculated as described in the offer to purchase in a manner intended to result in a yield to maturity equal to the sum of the yield to maturity of the 0.25% U.S. Treasury Notes due October 31, 2014, (the "Fixed Rate Purchase Price") as measured at 11:00a.m., New York City time, on November 7, 2012 (such time and date, as the same may be extended, the "Fixed Rate Price Determination Date") and the fixed spread as shown in the table above. In addition to the Purchase Price, National Australia Bank will also pay accrued and unpaid interest on Notes purchased to, but not including, the settlement date. National Australia Bank expects the settlement date to be November 9, 2012, the second business day following the Expiration Time. The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the offer to purchase. HSBC Securities (USA) LLC , J.P. Morgan Securities LLC and nabSecurities, LLC are serving as global dealer managers and D.F. King & Co., Inc. is serving as the tender agent and information agent for the tender offer. No prospectus or other disclosure document (as defined in the Corporations Act 2001 or Australia (the "Corporations Act")) in relation to the offer has been or will be lodged with the Australian Securities and Investments Commission ("ASIC") and the offer to purchase does not comply with Division 5A of Part 7.9 of the Corporations Act. In addition: (a) no offers or applications will be made or invited for the purchase of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and (b) the offer to purchase or any other offering material or advertisement relating to any Notes will not be distributed or published in Australia, Unless (i) the aggregate consideration payable by NAB is at least A$500,000 (or its equivalent in other currencies but disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act; (ii) such action complies with all applicable laws and regulations; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97. This media release is not an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is being made only pursuant to the terms of the offer to purchase and the related letter of transmittal. Requests for documents may be directed to D.F. King & Co., Inc. toll-free at (800) 967-4617 or in writing at 48 Wall Street, 22^nd Floor, New York, NY 10005. Questions regarding the tender offer be directed to any of the global dealer managers at: J.P. Morgan Securities HSBC Securities (USA) Inc. LLC nabSecurities, LLC 452 Fifth Avenue 383 Madison Avenue, 3rd 245 Park Avenue, 28^th Floor Floor New York, New York 10018 New York, New York 10179 New York, New York 10167 Toll Free: (888) HSBC-4LM Toll Free: (866) Tel: (212) 916-9688 Collect: (212) 525-5552 834-4666 Fax: (212) 949-9515 Attention: Liability Collect: (212) 834-2494 Management Group Attention: Debt Syndicate Attention: Liability Management Desk SOURCE National Australia Bank Contact: Kristian Klein, +1-212-269-5550
National Australia Bank (ABN 12 004 044 937) ("NAB") Announces Tender Offer for any and all of its Outstanding 3.375% Senior
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