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National Australia Bank (ABN 12 004 044 937) ("NAB") Announces Determination of Purchase Price for Tender Offer for 3.375%



 National Australia Bank (ABN 12 004 044 937) ("NAB") Announces Determination
 of Purchase Price for Tender Offer for 3.375% Senior Notes due July 8, 2014
                 Guaranteed by the Commonwealth of Australia

PR Newswire

NEW YORK and SYDNEY, Nov. 7, 2012

NEW YORK and SYDNEY, Nov. 7, 2012 /PRNewswire/ -- In connection with its
previously announced 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 outstanding in an
aggregate principal amount of US$1.75 billion (the "Floating Rate Notes"), NAB
announced today the determination of the Purchase Price (as defined below) for
its Fixed Rate Notes.  The tender offer is being made pursuant to an 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,
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 and the related letter of
transmittal carefully before making any decisions with respect to the tender
offer.

NAB will pay holders of the Fixed Rate Notes a purchase price (the "Purchase
Price") equal to US$1,052.44 per US$1,000 principal amount of the Fixed Rate
Notes (excluding accrued interest).  In addition to the Purchase Price, NAB
will also pay accrued and unpaid interest on Fixed Rate Notes purchased
pursuant to the tender offer to, but not including, the settlement date.  NAB
expects the settlement date to be November 9, 2012, which is the second
business day following the Expiration Time (as defined below).

The Purchase Price was determined by reference to a fixed spread of minus 5
basis points plus the bid-side yield to maturity of the 0.25% U.S. Treasury
Notes due October 31, 2014, calculated by HSBC Securities (USA) Inc., J.P.
Morgan Securities LLC and nabSecurities, LLC, as global dealer managers, at
11:00 a.m., New York City time, today, November 7, 2012.  The following table
summarizes the material pricing terms of the tender offer:

                                                                 U.S.                Fixed
                                                                 Treasury  Bloomberg
Title of     CUSIP                  Principal                                        Spread
Security     Numbers   ISIN         Amount           Purchase    Reference Reference
                                    Outstanding                                      (Basis
                                                      Price       Security  Page
                                                                                      Points)
3.375% Fixed

Rate Notes
due
             144A:     144A:
July 8, 2014 6325C0AV3 US6325C0AV33                              0.25%
                                    US$1,000,000,000 US$1,052.44 October   PX1       -5
Guaranteed   Reg S:    Reg S:                                    31, 2014
by           6325C1AV1 US6325C1AV16

the
Commonwealth

of Australia

 

No change has been made to the previously announced purchase price of
US$1,009.82 per US$1,000 principal amount of Floating Rate Notes.

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. Tenders of
Notes may be withdrawn at any time on or prior to, but not after, 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 Limited

Contact: Kristian Klein, +1-212-269-5550
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