EXHIBIT (h) Amended and Restated Distribution Agreement dated December [Ÿ], 2005 relating to the offer and sale of the Global A$ Bonds
EXHIBIT (h)
Amended and Restated Distribution Agreement dated December [Ÿ], 2005 relating to the offer and
sale of the Global A$ Bonds
sale of the Global A$ Bonds
QUEENSLAND TREASURY CORPORATION
GLOBAL A$ BOND FACILITY
A$15,000,000,000
Unconditionally guaranteed by the Treasurer
on behalf of
the Government of Queensland
AMENDED AND RESTATED
Dated as of December 13, 2005
Table of Contents
SECTION 1.
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Representations and Warranties of the Corporation and the Guarantor | 2 | ||||
SECTION 2.
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Solicitations as Agent; Purchases as Principal | 7 | ||||
SECTION 3.
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Covenants of the Corporation and the Guarantor | 7 | ||||
SECTION 4.
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Payment of Expenses | 13 | ||||
SECTION 5.
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Conditions of Obligation | 12 | ||||
SECTION 6.
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Additional Covenants of the Corporation | 16 | ||||
SECTION 7.
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Indemnification | 19 | ||||
SECTION 8.
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Contribution | 20 | ||||
SECTION 9.
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Status of the Dealers | 21 | ||||
SECTION 10.
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Representations, Warranties and Agreements to Survive Delivery | 21 | ||||
SECTION 11.
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Termination | 21 | ||||
SECTION 12.
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Notices | 22 | ||||
SECTION 13.
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Parties | 22 | ||||
SECTION 14.
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Governing Law | 23 | ||||
SECTION 15.
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Consent to Service; Jurisdiction | 23 |
EXHIBIT A
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Form of Dealer Agreement | A-1 | ||
EXHIBIT B
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Selling Restrictions | B-1 | ||
EXHIBIT C
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QTC Operational Guidelines | C-1 | ||
EXHIBIT D
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Form of Applicable Pricing Supplement | D-1 | ||
EXHIBIT E
|
Form of Opinion of Crown Solicitor, The State of Queensland | E-1 |
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UBS Limited,
Citigroup Global Markets Inc.,
Citigroup Global Markets Limited,
Deutsche Bank Securities Inc.,
ABN AMRO Bank N.V.,
ABN AMRO Incorporated,
Australia and New Zealand Banking Group Limited,
Commonwealth Bank of Australia,
Deutsche Bank AG, London Branch,
Macquarie Bank Limited London Branch,
Macquarie Securities (USA) Inc.,
National Australia Bank Limited,
Royal Bank of Canada Europe Limited,
The Toronto-Dominion Bank, and
Westpac Banking Corporation.
Citigroup Global Markets Inc.,
Citigroup Global Markets Limited,
Deutsche Bank Securities Inc.,
ABN AMRO Bank N.V.,
ABN AMRO Incorporated,
Australia and New Zealand Banking Group Limited,
Commonwealth Bank of Australia,
Deutsche Bank AG, London Branch,
Macquarie Bank Limited London Branch,
Macquarie Securities (USA) Inc.,
National Australia Bank Limited,
Royal Bank of Canada Europe Limited,
The Toronto-Dominion Bank, and
Westpac Banking Corporation.
c/o UBS Limited,
0 Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX.
Xxxxxx XX0X 0XX.
Dear Sirs:
Queensland Treasury Corporation (the “Corporation”), a corporation sole constituted under the
laws of the State of Queensland, Commonwealth of Australia and the Treasurer on behalf of the
Government of Queensland (the “Guarantor”) confirm their agreement with each of you (hereinafter
referred to individually as a “Dealer” and collectively as the “Dealers”) with respect to the issue
and sale by the Corporation of such series of its Global A$ Bonds as the Corporation may from time
to time notify in writing to the Dealers (collectively, the “Bonds”), guaranteed pursuant to one or
more Deeds of Guarantee given under Section 33 of the Queensland Treasury Corporation Act 1988 (the
“Act”) by the Guarantor (each reference in this Agreement to the guarantee of the Bonds by the
Guarantor refers collectively to all such Deeds of Guarantee) in an aggregate principal amount not
to exceed the amount of (i) Bonds duly authorized for issuance and sale by the Corporation and (ii)
Registered Securities required to be registered under the 1933 Act (each as defined in Section
1A(a) hereof).
The Bonds are to be issued under an amended and restated fiscal agency agreement dated as of
the date hereof (the “Amended and Restated Fiscal Agency Agreement”) among the Corporation,
Deutsche Bank AG, London Branch as Fiscal Agent (the “Fiscal Agent”) and London Paying, Transfer
and Authenticating Agent, Deutsche Bank Luxembourg S.A., as Luxembourg Paying and Transfer Agent,
and Deutsche Bank Trust Company Americas, as New York Paying, Transfer and Authenticating Agent.
The Bonds shall have the maturity dates, interest rates, if any, redemption provisions and other
terms (including transferability into fully paid Domestic A$ Bonds of the Corporation (“Domestic
A$ Bonds”)) set forth in the Prospectus referred to below as it may be amended or supplemented
from time to time.
Subject to the terms and conditions stated herein, the Corporation hereby appoints each of you
as an agent of the Corporation for the purpose of soliciting purchases of the Bonds from the
Corporation by others. The Corporation shall have the right to appoint additional agents for the
purpose of soliciting purchases of the Bonds from the Corporation by others or purchasing Bonds as
principal provided that any such additional agent agrees to comply with the terms and conditions of
this Agreement and shall execute an agreement with the Corporation substantially in the Form of
Exhibit A hereto. Any such appointment may be limited in duration or restricted to a particular
trade or trades, in the Corporation’s sole discretion. Any additional agent so appointed shall be
deemed to be a Dealer for all purposes of this Agreement.
As used in this Agreement, in relation to any Bonds which are to have a “listing” or to be
“listed” (i) on the Luxembourg Stock Exchange or any other body to which its functions have been
transferred (the “Luxembourg Stock Exchange”), “listing” and listed” shall be construed to mean
that such Bonds have been admitted to trading on the Luxembourg Stock Exchange’s regulated market
and have been listed on the Luxembourg Stock Exchange and (ii) on any other European Economic Area
Stock Exchange, “listing” and “listed” shall be construed in a similar manner once Directive
2003/71/EC (the “Prospectus Directive”) has been implemented in the relevant European Economic Area
Member State.
SECTION 1. Representations and Warranties of the Corporation and the Guarantor
A. The Corporation represents and warrants to each Dealer as of the date hereof, as of the
Closing Time (as defined in Section 2G) and each time the Registration Statement or the Prospectus
is amended or supplemented and represents and warrants to any Dealer which has purchased or
solicited the purchase of Bonds as of the times specified in Section 6A(a) hereof (in each case the
“Representation Date”), as follows:
(a) The Corporation and the Guarantor have filed with the United States Securities and
Exchange Commission (the “Commission”) registration statement No. 333-121263 relating to the
debt securities of the Corporation and the guarantee thereof by the Guarantor, including the
Bonds and the Guarantee, which has become effective under the Securities Act of 1933, as
amended (the “1933 Act”). As is permitted by Rule 429 (“Rule 429”) under the 1933 Act, the
prospectus contained in such registration statement also relates to certain debt securities
of the Corporation that were previously registered under Registration Statement No.
333-110453 by the Corporation and the Guarantor. Such registration statement, as amended at
the date of this Agreement, meets the requirements set forth in Release No. 33-6424 (the
“Release”) and Schedule B under the 1933 Act and complies in all other material respects
with the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act
Regulations”), the Release and Schedule B. Such previously registered debt securities and
any debt securities of the Corporation registered under the Registration Statement (as
defined below) are collectively referred to in this
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Agreement as the “Registered Securities”. Registration Statement No. 333-121263 and
any other registration statement filed with the Commission with respect to the debt
securities of the Corporation which contains a prospectus used to offer the Bonds, in each
case as amended and including the exhibits thereto, are hereinafter referred to as the
“Registration Statement”. As is permitted by Rule 429, the Prospectus contained in any
subsequent registration statement may include the debt securities registered thereby and
certain debt securities previously registered by the Corporation. In connection with the
sale of the Bonds, the Corporation and the Guarantor have filed and propose in the future to
file with the Commission from time to time pursuant to Rule 424 under the 1933 Act
supplements to the form of prospectus included in the Registration Statement, which describe
certain terms of the Bonds and the plan of distribution thereof, and prior to any such
future filing the Corporation will advise the Dealers of all further information (financial
and other) with respect to the Corporation and the Guarantor to be set forth therein. The
most recent basic prospectus included in the Registration Statement, as supplemented with
respect to the terms of the Bonds and the plan of distribution thereof, is hereinafter
referred to as the “Prospectus”. Any reference herein to the Registration Statement or the
Prospectus shall be deemed to refer to and include any documents filed by the Corporation
and the Guarantor under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”, and,
together with the 1933 Act Regulations, the “Regulations”) and incorporated by reference
therein upon reliance on interpretative letters from the Division of Corporate Finance of
the Commission, dated May 28, 1987 and November 30, 1987; and any reference herein to
“amend”, “amendment” or “supplement” with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing by the Corporation and the
Guarantor of any document incorporated therein by reference.
(b) The Registration Statement and the Prospectus, at the times the Registration
Statement became effective, complied, and as of each applicable Representation Date will
comply, in all material respects with the requirements of the 1933 Act, the 1934 Act and the
Regulations. The Registration Statement, at the times the Registration Statement became
effective did not, and as of the applicable Representation Date each part of the
Registration Statement will not, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus, at the times the Registration Statement became
effective did not, and as of the applicable Representation Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration Statement or Prospectus
made in reliance upon and in conformity with information furnished to the Corporation in
writing by such Dealer expressly for use in the Registration Statement or Prospectus.
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(c) The Prospectus as amended or supplemented contains all information which, according
to the particular nature of the Corporation, the Guarantor and of the Bonds, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses, and prospects of the Corporation, the Guarantor, and of the
rights attaching to the Bonds.
(d) The Prospectus as amended or supplemented complies as to form in all material
respects with the applicable provisions of, including all applicable schedules and building
blocks annexed to, the Commission Regulation (EC) no. 809/2004 of 29th April 2004.
(e) The financial statements included in the Registration Statement and Prospectus
present fairly the financial position of the Corporation as at the dates indicated and the
results of its operations for the periods specified.
(f) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein or contemplated thereby (i)
there has been no material adverse change in the condition, financial or otherwise, of the
Corporation, or in the earnings, business affairs or business prospects of the Corporation,
whether or not arising in the ordinary course of business and (ii) there have been no
material transactions entered into by the Corporation other than those in the ordinary
course of business.
(g) The Bonds have been duly authorized for issuance and sale pursuant to this
Agreement (or will have been so authorized prior to each issuance of Bonds) and, when
issued, authenticated and delivered pursuant to the provisions of this Agreement and of the
Amended and Restated Fiscal Agency Agreement against payment of the consideration therefore
in accordance with this Agreement, the Bonds will be valid and legally binding obligations
of the Corporation enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles,
and will, by virtue of the guarantee to be given by the Guarantor pursuant to Section 33 of
the Act, be guaranteed as to payment of principal and interest by the Guarantor, and will be
entitled to the benefits of the Amended and Restated Fiscal Agency Agreement in the form
heretofore delivered to the Dealers; and the Bonds and the Amended and Restated Fiscal
Agency Agreement conform in all material respects to all statements relating thereto
contained in the Prospectus.
(h) The Corporation has full power and authority to enter into this Agreement and the
Amended and Restated Fiscal Agency Agreement, to issue the Bonds as provided in this
Agreement and the Amended and Restated Fiscal Agency Agreement and to perform and comply
with the terms and provisions of the Bonds, this Agreement, and the Amended and Restated
Fiscal Agency Agreement; and the execution and delivery of this Agreement, and the Amended
and Restated Fiscal Agency Agreement, the consummation of the transactions herein and
therein contemplated and the compliance with the terms and provisions herein and therein do
not and
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will not conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, the laws of the State of Queensland or the Commonwealth of
Australia or any agreement or instrument to which the Corporation is a party or by which it
is bound.
(i) Subject to compliance with the requirements of Section 128F of the Income Tax
Assessment Act 1936 (as amended) of the Commonwealth of Australia, neither the Corporation
nor the Guarantor is required by any law or regulation or by any relevant taxing authority
in the jurisdiction in which the Corporation or the Guarantor is constituted or is resident
for tax purposes to make any deduction or withholding from any payment under the Bonds or
the Guarantee for or on account of any income, registration, transfer or turnover taxes,
customs or other duties or tax of any kind.
(j) The Corporation and the Guarantor acknowledge and agree that each of the Dealers is
acting solely in the capacity of an arm’s length contractual counterparty to the Corporation
and the Guarantor with respect to the offering of Bonds contemplated hereby (including in
connection with determining the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Corporation, the Guarantor or any other person.
Additionally, no Dealer is advising the Corporation, the Guarantor or any other person as to
any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The
Corporation and the Guarantor shall consult with their own advisors concerning such matters
and shall be responsible for making their own independent investigation and appraisal of the
transactions contemplated hereby, and the Dealers shall have no responsibility or liability
to the Corporation or the Guarantor with respect thereto. Any review by the Dealers of the
Corporation, the Guarantor, the transactions contemplated hereby or other matters relating
to such transactions will be performed solely for the benefit of the Dealers and shall not
be on behalf of the Corporation or the Guarantor.
B. The Guarantor represents and warrants to each Dealer as of the date hereof, as of the
Closing Time and each time the Registration Statement or the Prospectus is amended or supplemented
and agrees that each acceptance by the Corporation of an offer for the purchase of a Bond shall be
deemed to be an affirmation that the Guarantor’s representation and warranties as of the time of
such acceptance and a covenant that such representation and warranties will be true and correct at
the time of delivery of the Bonds as though made at and as of such time, (in each case the
“Guarantor Representation Date”) as follows:
(a) The Registration Statement, insofar as it expressly relates to the Guarantor, at
the times the Registration Statement became effective and as of the applicable Guarantor
Representation Date, did not, and will not, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus, insofar as it expressly relates to the
Guarantor, at the times the Registration Statement became effective and as of the applicable
Guarantor Representation Date, did not, and will not, contain any untrue statement of a
material fact or omit to state a material fact
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necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(b) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein or contemplated thereby (i)
there has been no material adverse change in the financial, economic or political conditions
of the Guarantor, and (ii) the Guarantor continues to guarantee the due payment of the Bonds
as to principal and interest when the same shall become due and payable whether at maturity
or otherwise.
(c) The Prospectus as amended or supplemented contains all information which, according
to the particular nature of the Guarantor, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses,
and prospects of the Guarantor.
(d) The Prospectus as amended or supplemented complies as to form in all material
respects with the applicable provisions of, including all applicable schedules and building
blocks annexed to, the Commission Regulation (EC) no. 809/2004 of 29th April 2004.
(e) The guarantee of the Bonds by the Guarantor is given under Section 33 of the Act;
the Act is a valid enactment of the State of Queensland; the guarantee constitutes the
valid, binding and unconditional guarantee of the Guarantor for the payment of principal and
interest, if any, relating to the Bonds, when the same shall become due and payable, whether
at maturity or otherwise; and the guarantee of the Guarantor conforms in all material
respects to all statements relating thereto in the Prospectus.
(f) The Guarantor has full power and authority to enter into this Agreement, to
guarantee the Bonds and to perform and comply with the terms and provisions of this
Agreement to be performed and complied with by it; and the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated and the compliance with
the terms and provisions herein, as they each relate to the Guarantor, do not and will not
result in a breach of any of the provisions of the laws of the State of Queensland or the
Commonwealth of Australia or result in a breach of any of the terms or provisions of or
constitute a default under any agreement or instrument to which the Guarantor is a party or
by which it is bound.
C. Any certificate signed by any officer of the Corporation or any official of the Guarantor
and delivered to any Dealer or counsel to the Dealers in connection with an offering or sale of
Bonds shall be deemed a representation and warranty by the Corporation or the Guarantor, as the
case may be, to such Dealer as to the matters covered thereby.
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SECTION 2. Solicitations as Agent; Purchases as Principal
A. Solicitations as Agent. On the basis of the representations and warranties herein
contained, but subject to the terms and conditions herein set forth, each Dealer severally, and not
jointly, agrees to use its best efforts, as agent for the Corporation, to solicit offers to
purchase the Bonds upon the terms and conditions set forth in the Prospectus.
The Corporation agrees that it will not sell, or solicit or accept offers to purchase, Bonds
directly on its own behalf, and that it will sell Bonds only to or through the Dealers.
Upon request, the Corporation will inform each Dealer of the remaining amount of Bonds which
may be sold pursuant to the Registration Statement. The Corporation reserves the right, in its
sole discretion, to suspend solicitation of offers to purchase Bonds commencing at any time for any
period of time or permanently. Upon receipt of instructions from the Corporation, each Dealer will
forthwith suspend solicitation of offers to purchase the Bonds from the Corporation until advised
by the Corporation that such solicitation may be resumed.
Each Dealer, in its capacity as agent for the Corporation, is authorized to solicit offers to
purchase the Bonds on the terms specified to such Dealer by the Corporation as provided in the
Procedures (as defined in Section 2F). Each Dealer shall communicate to the Corporation each
reasonable offer to purchase Bonds received by it as agent in the manner provided in the
Procedures. Each Dealer shall have the right, in its discretion reasonably exercised, without
notice to the Corporation, to reject in whole or in part any offer to purchase the Bonds received
by it, and any such rejection shall not be deemed a breach of its agreement contained herein.
B. Purchases as Principal. Each Dealer may purchase Bonds from the Corporation as
principal upon the terms and conditions set forth in this Agreement.
C. Selling Restrictions. In connection with the offering of the Bonds on behalf of
the Corporation, each Dealer confirms its awareness of, and agrees that it will solicit offers to
purchase Bonds and effect sales of Bonds in the United States or to U.S. persons only in compliance
with the requirements of, applicable United States law, including without limitation the 1933 Act,
the 1934 Act the Regulations and the rules and regulations of the National Association of
Securities Dealers. Additionally, each Dealer represents that it is familiar with, and agrees that
it will observe, the restrictions on the offering of Bonds and distribution of documents relating
to the Bonds set forth in Exhibit B hereto.
D. Commissions. The Corporation agrees to pay each Dealer a commission or fee to the
extent set forth in the QTC Offshore and Onshore Fixed Interest Distribution Group Operational
Guidelines attached as Exhibit C hereto (the “Operational Guidelines”), as the Corporation may
amend from time to time.
E. Underwritten Offerings. The Corporation may also sell Bonds to a group of
underwriters for which one or more of the Dealers shall act as representative or
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representatives. Any such sale shall be made upon such terms and subject to such conditions
as the Corporation, the Guarantor and such Dealer or Dealers may agree in an underwriting or
subscription agreement to be entered into with respect to such sale.
F. Procedures. Administrative procedures respecting the sale of Bonds shall be agreed
upon from time to time by the Dealers, the Fiscal Agent and the Corporation (the “Procedures”).
The Corporation will furnish a copy of the Procedures as from time to time in effect to the Fiscal
Agent. The Dealers, severally and not jointly, and the Corporation agree to perform on and after
the Closing Time the respective duties specifically provided to be performed by each of them herein
and in the Procedures.
G. Delivery. The documents required to be delivered by Section 5 hereof shall be
delivered at the office of Xxxxxxxx & Xxxxxxxx, Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
0000, Xxxxxxxxx on December 13, 2005 (Melbourne time), or at such other time as the Dealers and the
Corporation may agree upon in writing (the “Closing Time”).
H. Pricing Supplements. For so long as the Bonds are listed on the Luxembourg Stock
Exchange, any pricing supplement relating to the Bonds to be prepared by the Corporation shall be
in substantially the form set forth in Exhibit D hereto.
SECTION 3. Covenants of the Corporation and the Guarantor
A. The Corporation covenants with each Dealer as follows:
(a) At any time when a Prospectus is required to be delivered in connection with the
sale of the Bonds, the Corporation will comply with all requirements imposed upon the
Corporation by the 1933 Act and the 1934 Act, as now and hereinafter amended, and by the
Regulations, as from time to time in force, so far as necessary to permit the continuance of
sale of or a dealing in the Bonds as contemplated by the provisions hereof and by the
Prospectus. If during such period any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser or if it shall be
necessary at any such time to amend or supplement the Registration Statement or the
Prospectus in order to comply with the requirements of the 1933 Act, the 1934 Act or the
Regulations, the Corporation shall give immediate notice, confirmed in writing, to each
Dealer to cease the solicitation of offers to purchase the Bonds in its capacity as agent
for the Corporation and to cease sales of any Bonds the Dealers may then own as principal,
and if, at the time of any notification to suspend solicitation, any Dealer shall own any of
the Bonds with the intention of reselling them, or the Corporation has accepted an offer to
purchase Bonds but the related settlement has not occurred, the Corporation and the
Guarantor will promptly prepare and file (at the expense of the Corporation) with the
Commission such amendment or supplement, as may be necessary to correct such
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untrue statement or omission or to make the Registration Statement or the Prospectus,
as the case may be, comply with such requirements.
(b) With respect to each sale of Bonds, as soon as practicable after the close of its
fiscal year, the Corporation will make generally available to the holders of the Bonds an
earnings statement covering a period of at least twelve months beginning after the effective
date of the Registration Statement which will satisfy the provisions of Section 11(a) of the
1933 Act.
(c) The Corporation will give each Dealer notice of its intention to file any amendment
to the Registration Statement or any amendment or supplement to the Prospectus, whether
pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish each Dealer with copies of
any such amendment or supplement or other documents proposed to be filed a reasonable time
in advance of filing, and will not file any amendment or supplement or other documents in a
form to which any Dealer or their counsel shall reasonably object.
(d) The Corporation will notify each Dealer immediately, and confirm the notice in
writing, (i) of the effectiveness of any amendment to the Registration Statement, (ii) of
the mailing or the delivery to the Commission for filing of any supplement to the Prospectus
or any amendment to the Registration Statement, (iii) of the receipt of any comments from
the Commission with respect to the Registration Statement or the Prospectus, (iv) of any
request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information, (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose and (vi) of the receipt by the
Corporation of any notification with respect to the suspension of the qualification of the
Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Corporation will make every reasonable effort to prevent the issuance of
any stop order and, if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.
(e) The Corporation will deliver one manually signed copy of the Registration Statement
(as originally filed) and of each amendment thereto (including exhibits filed therewith or
incorporated by reference therein and documents incorporated by reference in the Prospectus)
to each of Deutsche Bank Securities Inc. and UBS Limited (each, a “Lead Dealer”, or their
successors appointed by the Corporation from time to time) and as many conformed copies of
such documents to each Dealer as each Dealer may reasonably request. The Corporation will
furnish to each Dealer as many copies of the Prospectus (as amended or supplemented) as soon
as possible and in such quantities as each Dealer shall reasonably request so long as the
Corporation or such Dealer is required to deliver a Prospectus in connection with sales or
solicitations of offers to purchase the Bonds.
(f) The Corporation will endeavor, in cooperation with the Dealers, to qualify the
Bonds for offering and sale and determine their eligibility for investment
-9-
under the applicable laws of such states and other jurisdictions of the United States
as the Dealers may designate, and will maintain such qualifications in effect for as long as
may be required for the distribution of the Bonds; provided, however, that the Corporation
shall not be required to qualify the Bonds in any state in which such qualification requires
the Corporation to file a consent to service of process or to qualify to do business or
where such qualification would, in the Corporation’s opinion, cause the Corporation to be
subject to taxation by such state. The Corporation will file such statements and reports as
may be required by the laws of each jurisdiction in which the Bonds have been qualified.
(g) So long as any of the Bonds are outstanding, the Corporation will furnish to each
Dealer as soon as practicable after the end of each fiscal year of the Corporation, the
annual report of the Corporation, including financial statements of the Corporation as at
the end of and for such year, all in reasonable detail and reported upon by the
Auditor-General of the State of Queensland, or any successor independent auditor, and, as
soon as practicable after the publication thereof, the annual budget and statement of
revenue and expenditures of the Guarantor.
(h) Listing.
(1) Initial Listing. The Corporation shall make or procure the making
of an application to the Luxembourg Stock Exchange Limited to list the Bonds on the
Luxembourg Stock Exchange. In connection with such application, the Corporation
shall (x) furnish from time to time to the Luxembourg Stock Exchange any and all
documents, instruments, information and undertakings that may be necessary in order
to effect the listing of the Bonds on the Luxembourg Stock Exchange, signed where
appropriate by duly authorized officials of the Corporation, the Guarantor and their
auditors, and (y) subject to paragraph (2) of this Section 3A(h), use all reasonable
endeavors to maintain such listing until the termination of this Agreement or, if
later, so long as any Bond remains outstanding.
(2) Change of Listing. If at any time the Corporation determines that
it can no longer reasonably comply with the requirements for maintaining the listing
of the Bonds on the Luxembourg Stock Exchange, the Corporation will use its best
endeavors to obtain, as promptly as possible, the listing of the Bonds on such other
stock exchange as it may, with the approval of the Lead Dealers, decide upon, such
approval not to be unreasonably withheld. In such event, the provision of
subparagraph (1)(x) of this Section 3A(h) shall apply to such new listing and the
Corporation shall use all reasonable endeavors to maintain such new listing until
the termination of this Agreement or, if later, so long as any Bond remains
outstanding.
(i) The Corporation will immediately notify each Dealer by telephone or facsimile of
any downgrading in the rating of the Bonds or any other debt securities of the Corporation,
or any proposal to downgrade the rating of the Bonds or any other debt securities of the
Corporation, by any “nationally recognized statistical rating
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organization” (as defined for purposes of Rule 436(g) under the 1933 Act), as soon as
the Corporation learns of such downgrading or proposal to downgrade.
(j) The Corporation shall not issue the Bonds within Australia. Notwithstanding this,
if the Corporation does issue any Bonds within Australia, then, to the extent that any tax
on supply imposed by or through A New Tax System (Goods and Services Tax) Xxx 0000 or any
related tax imposition Act (“GST”) is payable in respect of the remuneration payable to the
Dealers, the Corporation shall increase the amount or fees payable to each Dealer under the
Operational Guidelines by an amount equal to the GST payable by each Dealer in respect of
the supply provided that if, for whatever reason, GST is no longer payable in respect of the
supply by a Dealer then, if the Dealer receives a refund of GST from the Australian Taxation
Office, the Dealer shall refund to the Corporation the additional amount the Corporation
paid on account of GST. The Corporation will not have any obligation to pay any increased
consideration to the Dealers for a supply as a result of this section until:
(1) the Corporation is required to pay an amount to the Dealers for the supply
pursuant to the Operational Guidelines;
(2) the Dealer has given the Corporation a correctly rendered tax invoice
(3) and/or adjustment note in relation to the supply; and
(4) the Dealer has done all things reasonably necessary upon request to assist
the Corporation to enable it to claim and obtain any input tax credit available
(where entitled) to the Corporation in respect of the supply.
B. The Guarantor covenants with each Dealer as follows:
(a) At any time when a Prospectus is required to be delivered in connection with the
sale of the Bonds, the Guarantor will comply with all of the requirements imposed upon the
Guarantor by the 1933 Act and 1934 Act, as now and hereafter amended, and by the
Regulations, as from time to time in force, so far as necessary to permit the continuance of
the sale of or a dealing in the Bonds as contemplated by the provisions hereof and by the
Prospectus. If during such period, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser or if it shall be
necessary at any such time to amend or supplement the Registration Statement or the
Prospectus in order to comply with the requirements of the 1933 Act, the 1934 Act or the
Regulations, the Corporation or the Guarantor shall give immediate notice, confirmed in
writing, to each Dealer to cease the solicitation of offers to purchase the Bonds in the
Dealer’s capacity as Dealer and to cease sales of any Bonds the Dealers may then own as
principal, and then if, at the time of any notification to suspend solicitations, any Dealer
shall own any of the
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Bonds with the intention of reselling them, or the Corporation has accepted an offer to
purchase Bonds but the related settlement has not occurred, the Guarantor will promptly
prepare, or assist the Corporation in preparing, and file with the Commission such amendment
or supplement as may be necessary to correct such untrue statement or omission or to make
the Registration Statement or the Prospectus, as the case may be, comply with such
requirements.
(b) With respect to each sale of Bonds and as soon as practicable after the close of
its fiscal year, the Guarantor will make generally available to the holders of the Bonds a
statement of its revenues and expenses, covering a period of at least twelve months
beginning after the effective date of the Registration Statement, which will satisfy the
provisions of Section 11(a) of the 1933 Act.
(c) The Guarantor will give each Dealer notice, or cause the Corporation to give each
Dealer notice, of its intention to file any amendment to the Registration Statement or any
amendment or supplement to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or
otherwise, will furnish each Dealer, or will cause the Corporation to furnish each Dealer,
with copies of any such amendment or supplement or other documents proposed to be filed in
either case a reasonable time in advance of filing, and will not file any such amendment or
supplement or other documents in a form to which any Dealer or counsel to the Dealers shall
reasonably object.
(d) The Guarantor will notify each Dealer immediately, and confirm the notice in
writing, or will cause the Corporation to notify each Dealer immediately and confirm such
notice in writing, (i) of the effectiveness of any amendment to the Registration Statement,
(ii) of the mailing or the delivery to the Commission for filing of any supplement to the
Prospectus or any amendment to the Registration Statement, (iii) of the receipt of any
comments from the Commission with respect to the Registration Statement or the Prospectus,
(iv) of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information, (v) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose and (vi) of the receipt by
the Guarantor of any notification with respect to the suspension of the qualification of the
Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purposes. The Guarantor, in cooperation with the Corporation, will make every
reasonable effort to prevent the issuance of any stop order and, if any stop order is
issued, to obtain the lifting thereof at the earliest possible moment.
(e) The Guarantor will assist, in cooperation with the Dealers and the Corporation, in
qualifying the Bonds for offering and sale and determining their eligibility for investment
under the applicable laws of such states and other jurisdictions of the United States as the
Dealers may designate, and will assist in maintaining such qualifications in effect for as
long as may be required for the distribution of the Bonds. The Guarantor will file such
statements and reports as may be required by the laws of each jurisdiction in which the
Bonds have been qualified; provided, however, that the
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Guarantor shall not be obligated to file a consent to service of process in any
jurisdiction.
SECTION 4. Payment of Expenses
The Corporation, whether or not the transactions contemplated hereunder are consummated or
this Agreement is terminated, will pay all reasonable expenses incidental to the performance of the
obligations of the Corporation and the Guarantor hereunder, will pay the expenses (including fees
and disbursements of counsel) incurred by the Dealers in connection with the matters referred to in
Section 3A(f) hereof and the preparation of memoranda relating thereto, and will pay any fees
charged by investment rating agencies for rating the Bonds, the cost of furnishing to the Dealers
copies of the Registration Statement, the Prospectus and each amendment and supplement thereto, in
such numbers as the Dealers may reasonably request, the reasonable fees and disbursements of United
States, United Kingdom and Australian counsel for the Dealers, as agreed among the Corporation and
the Lead Dealers, the cost and charges of the Fiscal Agent relating to its duties under the Amended
and Restated Fiscal Agency Agreement and the Bonds, listing fees and expenses, NASD filing fees and
expenses, out-of-pocket expenses of the Dealers in connection with delivery of the Prospectus and
the cost of preparing, issuing and delivering the Bonds. The Corporation shall not in any event be
liable to the Dealers for loss of anticipated profits from the transactions covered by this
Agreement.
SECTION 5. Conditions of Obligation
The obligations of each Dealer to solicit, or to act as the Corporation’s agent in receiving,
offers to purchase the Bonds in its capacity as agent of the Corporation or to consummate any
purchase by it as principal of Bonds from the Corporation as contemplated by Section 2B hereof will
be subject to the accuracy of the representations and warranties on the part of the Corporation and
the Guarantor herein contained, to the accuracy of the statements of any duly authorized officer or
official of the Corporation or the Guarantor made in any certificate furnished pursuant to the
provisions of Section 5(b)(1), 5(c) or 6A(b), to the performance and observance by the Corporation
and the Guarantor of all their respective covenants and other obligations hereunder and to the
following further conditions:
(a) (i) No stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission, (ii) no Dealer shall have advised the Corporation that the
Registration Statement or the Prospectus, or any amendment or Supplement thereto, at the
time it was required to be delivered to a purchaser of the Bonds, contained an untrue
statement of a material fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing at such time, not
misleading and (iii) subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, there shall not have been any material
adverse change in the financial position, results of operation, business affairs or business
prospects of the Corporation
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or the financial, political or economic conditions of the Government of Queensland
except as set forth in or contemplated by the Prospectus (which, in the case of a sale of
Bonds to a Dealer as principal, shall be the Prospectus as supplemented or amended as of the
date of the agreement for such sale between the Corporation and the Dealer).
(b) At the Closing Time, and at such other times specified in and subject to the
provisions of Section 6A(b) and (c) hereof the Dealers shall have received:
(1) A certificate or certificates, dated as of such times, signed by the
Chairman, Chief Executive or Acting Chief Executive in respect of the Corporation
and by the Under Treasurer or Acting Under Treasurer of the State of Queensland in
respect of the Guarantor, in which such persons, to the best of their knowledge
after reasonable investigation, shall state that the representations and warranties
of the Corporation and the Guarantor in this Agreement are true and correct, that
the Corporation and the Guarantor have complied with all agreements and satisfied
all conditions on their part to be performed or satisfied hereunder at or prior to
such time, that no stop order suspending the effectiveness of the Registration
Statement or any part thereof has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission and that, subsequent to
the respective dates as of which information is given in the Registration Statement
and the Prospectus, there has been no material adverse change in the financial
position, results of operation, business affairs or business prospects of the
Corporation or the financial, political or economic conditions of the Government of
Queensland except as set forth in or contemplated by the Prospectus or as described
in such certificate.
(2) An opinion, dated as of such times, of the Crown Solicitor for the State of
Queensland, substantially to the effect set forth in the form attached hereto as
Exhibit E. In rendering such opinion, such counsel may rely on the opinion of
Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving
such opinions, as to all matters of United States law and procedure.
(3) From Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers
receiving such opinions, such opinion or opinions, dated as of such times, on the
validity under the laws of New York and the United States of America of the Bonds,
the Guarantee, the Registration Statement, the Prospectus and the Amended and
Restated Fiscal Agency Agreement and other related matters as the Dealers may
reasonably require and to the further effect that: (i) the statements in the
Registration Statement and Prospectus under the captions “Description of Securities
and Guarantee” (except for the subsections headed “Taxation by the Commonwealth of
Australia”, and “Interest Withholding Tax”) and “Plan of Distribution” and in the
Prospectus Supplement to the Prospectus under “Terms and Conditions of the Bonds”,
“Book-Entry System”, “United States Taxation” and “Plan of Distribution”,
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insofar as they relate to provisions of documents or United States tax laws
therein described are accurate in all material respects and fairly present the
information purported to be shown; and (ii) as special United States counsel for the
Corporation and the Guarantor, such counsel advised as to requirements of the 1933
Act and the applicable rules and regulations thereunder and they reviewed
certificates of certain representatives of the Corporation and the Guarantor,
records, documents and proceedings; such counsel also participated in conferences
with representatives of the Dealers and those of the Corporation and the Guarantor
and counsel for the Dealers at which the contents of the Registration Statement, the
Prospectus and the Prospectus Supplement to the Prospectus were discussed and
reviewed; on the basis of the information gained in the performance of such
services, considered in the light of their understanding of the applicable law and
the experience they have gained through their practice under the 1933 Act, in their
opinion each part of the Registration Statement, when such part became effective,
and the Prospectus as of the date of the Prospectus Supplement to the Prospectus,
appeared on its face to be appropriately responsive in all material respects to the
requirements of the 1933 Act and the applicable rules and regulations of the
Commission thereunder; and that (x) they do not believe that any part of the
Registration Statement, when such part became effective, or the Prospectus, as of
the date of the Prospectus Supplement to the Prospectus, contained any untrue
statement of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and (y) on the basis of
procedures subsequent to the date of the Prospectus Supplement to the Prospectus
which are described in such opinion, they do not believe that the Prospectus, as of
such time, contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Such counsel may state
that the limitations inherent in the independent verification of factual matters and
the character of determinations involved in the registration process are such,
however, that they do not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement, Prospectus or
Prospectus Supplement to the Prospectus except for those made under the captions
“Descriptions of Securities and Guarantee” (except for the subsections headed
“Taxation by the Commonwealth of Australia”, and “Interest Withholding Tax”) and
“Plan of Distribution” in the Registration Statement and the Prospectus and “Terms
and Conditions of the Bonds”, “Book-Entry System”, “United States Taxation” and
“Plan of Distribution” in the Prospectus Supplement to the Prospectus, insofar as
they related to provisions of documents or United States tax laws therein described;
that they do not express any opinion or belief as to the financial statements or
other statistical data contained in the Registration Statement, the Prospectus or
the Prospectus Supplement and that their letter is furnished by them as United
States counsel solely for their benefit. In giving their opinion,
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Xxxxxxxx & Xxxxxxxx may rely on the opinions of the Crown Solicitor as to all
matters of Queensland and Australian law.
(4) From the Auditor-General of the State of Queensland, or any successor
independent auditor, a letter, dated as of such times, and delivered at such times,
in the form heretofore agreed to.
(c) There shall not have occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange or the
Australian Stock Exchange Limited; (ii) a general moratorium on commercial banking
activities (A) in New York declared by either U.S. federal or New York State regulatory
authorities or (B) in Australia declared by the Australian regulatory authorities; (iii) any
outbreak or escalation of hostilities, other insurrections or armed conflict in which the
United States of America or the Commonwealth of Australia is involved or any declaration of
a national emergency or war by either of such countries, or any other calamity or crisis or
materially adverse change in general economic, political or financial conditions having an
effect on the U.S. financial markets; or (iv) any downgrading in the rating of any debt
securities of the Corporation by any “nationally recognized statistical rating organization”
(as defined for purposes of Rule 436(g) under the 1933 Act), which, in the case of any of
the events described in clauses (i) through (iv) above, individually or in the aggregate, in
the sole judgment of such Dealer, makes it impracticable or inadvisable to proceed with the
solicitation of offers to purchase Securities, or the consummation of the purchase of Bonds
by such Dealer as principal for resale to others, as the case may be, on the terms and in
the manner contemplated in the Prospectus as then amended or supplemented.
(d) At the Closing Time and at such other times specified in Sections 6A(b) and (c),
Xxxxxxxx & Xxxxxxxx, or such other counsel satisfactory to the Dealers receiving such
documentation and opinions, shall have been furnished with such documents and opinions as
they may reasonably require for the purpose of enabling them to pass upon the issuance and
sale of the Bonds as herein contemplated and related proceedings, or in order to evidence
the accuracy and completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; the Dealers shall have been
furnished such certificates from officers or officials of the Corporation and the Guarantor
relating to their respective representations and warranties as any Dealer shall reasonably
request; and all proceedings taken by the Corporation and the Guarantor in connection with
the issuance and sale of the Bonds as herein contemplated shall be satisfactory in form and
substance to the Dealers and their counsel.
(e) On or prior to the Closing Time, confirmation of the listing of the Bonds on the
Luxembourg Stock Exchange shall have been granted by the Luxembourg Stock Exchange or the
Lead Dealers, on behalf of the Dealers, shall be reasonably satisfied that such listing will
be granted within a reasonable period after the Closing Time.
(f) in the case of Bonds which are intended to be listed on a European
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Economic Area Stock Exchange or offered to the public in a European Economic Area
Member State on or after the date on which the Prospectus Directive is implemented in the
relevant European Economic Area Member State:
(1) the Prospectus as amended or supplemented having been approved as a base
prospectus by the Luxembourg Stock Exchange and having been published in accordance
with the Prospectus Directive; and
(2) either (A) there being no significant new factor, material mistake or
inaccuracy relating to the information included in the Prospectus as amended or
supplemented which is capable of affecting the assessment of the Bonds which are
intended to be listed or (B) if there is such a significant new factor, material
mistake or inaccuracy, a supplement to the Prospectus having been published in
accordance with the Prospectus Directive.
If any condition specified in this Section shall not have been fulfilled when and as required
to be fulfilled, this Agreement or, if applicable, any agreement for the sale of Bonds to a Dealer
as principal may be terminated by any affected Dealer with respect to such Dealer by notice to the
Corporation at any time at or prior to the Closing Time or the time of settlement of such sale of
Bonds to a Dealer as principal, as the case may be, and such termination shall be without liability
of any party to any other party, except that the covenants set forth in Section 3A(d) hereof, the
provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7
and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect.
SECTION 6. Additional Covenants of the Corporation
A. The Corporation covenants and agrees that:
(a) Each acceptance by it of an offer for the purchase of Bonds, and each agreement for
the sale of Bonds to a Dealer as principal, shall be deemed to be an affirmation that the
representations and warranties of the Corporation contained in this Agreement and in any
certificate theretofore delivered to the Dealers pursuant to Sections 5(b)(1) or 5(c) hereof
which was last furnished to the Dealers are true and correct at the time of such acceptance
or sale, as the case may be, and such representations and warranties of the Corporation will
be true and correct at the time of delivery to the purchaser or his agent, or such Dealer,
as the case may be, of the relevant Bonds as though made at and as of each such time (and it
is understood that such representations and warranties shall relate to the Registration
Statement and the Prospectus as amended and supplemented to each such time). Each such
acceptance by the Corporation of an offer for the purchase of Bonds, and each Agreement for
the sale of Bonds to a Dealer as principal, shall be deemed to constitute an additional
representation, warranty and agreement by the Corporation that, as of the settlement date
for the sale of such Bonds, after giving effect to the issuance of such Bonds, of any other
Bonds to be issued on or prior to such settlement date and of any other debt securities to
be issued and sold by the Corporation on or prior to such settlement date,
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(i) the aggregate principal amount of all Bonds which have been issued and sold by the
Corporation pursuant to this Agreement will not exceed the amount of Bonds duly authorized
for issuance and sale by the Corporation and (ii) the aggregate amount of debt securities
(including any Bonds) which have been issued and sold by the Corporation in transactions
which require such debt securities to be registered under the 1933 Act and will not exceed
the amount of debt securities registered pursuant to the Registration Statement.
(b) Each time that the Registration Statement or the Prospectus shall be amended or
supplemented (other than by an amendment or supplement providing solely for change in the
interest rate, purchase price or maturities of the Bonds remaining to be sold or similar
changes) or another Registration Statement is filed with the Commission with respect to the
Bonds, the Corporation shall furnish or cause to be furnished to the Dealers forthwith a
certificate or certificates in form satisfactory to the Dealers to the effect that the
statements made on behalf of the Corporation and the Guarantor and contained in the
certificates referred to in Section 5(b)(1) and 5(c) hereof which were last furnished to the
Dealers are true and correct at the time of such amendment or supplement or filing or sale,
as the case may be, as though made at and as of such time (except that such statements shall
be deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, certificates of the same tenor
as the certificates referred to in said Section 5(b)(1) and 5(c), modified as necessary to
relate to the Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificates;
(c) Each time that the Registration Statement or the Prospectus shall be amended or
supplemented (other than by an amendment or supplement providing solely for a change in the
interest rate, purchase price or maturities of the Bonds remaining to be sold or similar
changes), or another Registration Statement is filed with the Commission with respect to the
Bonds, the Corporation shall furnish or cause to be furnished forthwith to the Dealers and
the counsel for the Dealers a written opinion of the Crown Solicitor of the State of
Queensland and Xxxxxxxx & Xxxxxxxx, or other counsel satisfactory to the Dealers receiving
such opinions, dated the date of delivery of such opinions, in form satisfactory to the
Dealers receiving such opinions, of the same tenor as the opinions referred to in Section
5(b)(2) and 5(b) (3) hereof but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of delivery of such
opinion or, in lieu of any such opinion, counsel last furnishing such opinions to the
Dealers shall furnish to any Dealer entitled to receive such opinion a letter to the effect
that such Dealer may rely on such last opinion to the same extent as though it was dated the
date of such letter authorizing reliance (except that statements in such last opinion shall
be deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such letter authorizing reliance).
(d) Each time that the Registration Statement or the Prospectus shall be amended or
supplemented to include additional financial information, the
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Auditor-General of the State of Queensland shall furnish the Dealers a letter, dated
the date of filing of such amendment, supplement or document with the Commission, of the
same tenor as the portions of the letter referred to in Section 5(b)(4) hereof but modified
to relate to the Registration Statement and Prospectus, as amended and supplemented to the
date of such letter.
(e) The Corporation agrees that any obligation of a person who has agreed to purchase
Bonds to make payment for and take delivery of such Bonds shall be subject to (i) the
accuracy, on the related settlement date fixed pursuant to the Procedures, of the
Corporation’s representation and warranty deemed to be made to the Dealers pursuant to the
last sentence of Section 6A(a), and (ii) the satisfaction, on such settlement date, of each
of the conditions set forth in Section 5(a).
(f) The Corporation, as co-registrant with the Guarantor, will file an annual report on
Form 18-K with the Commission within nine months after the close of its fiscal year.
(g) As soon as practicable after the occurrence of a material development in the
operations or financial position of the Corporation, the Corporation will disclose such
material development by filing a report on Form 18-K or Form 18-K/A amending its annual
report.
(h) In respect of any series of Bonds having a maturity of less than one year, the
Corporation will issue such Bonds only if the following conditions apply (or the Bonds can
otherwise be issued without contravention of Section 19 of the United Kingdom Financial
Services and Markets Act 2000 (the “FSMA”):
(a) the relevant Dealer covenants in the terms set out in paragraph (iii) (B)
of Exhibit B hereto; and
(b) the redemption value of each Bond is not less than £100,000 (or an amount
of equivalent value denominated wholly or partly in a currency other than sterling),
and no part of any Bond may be transferred unless the redemption value of that part
is not less than £100,000 (or such an equivalent amount).
B. The Guarantor covenants and agrees that:
(a) The Guarantor, as co-registrant with the Corporation, will file an annual report on
Form 18-K with the Commission within nine months after the close of its fiscal year.
(b) As soon as practicable after the occurrence of a material development in the
financial, political or economic condition of the Guarantor, the Guarantor will disclose
such material development by filing a report on Form 18-K or Form 18-K/A amending its annual
report.
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SECTION 7. Indemnification
(a) Each of the Corporation and the Guarantor agrees to indemnify and hold harmless
each Dealer and each person, if any, who controls each Dealer within the meaning of Section
15 of the 1933 Act as follows:
(1) against any and all loss, liability, claim, damage and expense arising out
of any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus or any
amendment or supplement thereto or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, unless such untrue
statement or omission was made in reliance upon and in conformity with written
information furnished to the Corporation or the Guarantor by the Dealers expressly
for use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto);
(2) against any and all loss, liability, claim, damage and expense whatsoever
to the extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission (except as made in
reliance upon and in conformity with information furnished by the Dealers as
aforesaid) if such settlement is effected with the written consent of the
Corporation and the Guarantor; and
(3) against any and all expense whatsoever (including, subject to Section 7(c)
hereof, the reasonable fees and disbursements of counsel chosen by the Dealers)
reasonably incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission (except as made in
reliance upon and in conformity with information furnished by the Dealers as
aforesaid), to the extent that any such expense is not paid under (i) or (ii) above;
provided that the foregoing indemnity with respect to any untrue statement contained
in or omission from a preliminary prospectus shall not inure to the benefit of the
Dealer (or any person controlling such Dealer) from whom the person asserting any
such loss, liability, claim or damage purchased any of the Bonds which are the
subject thereof if such untrue statement or omission or alleged untrue statement or
omission made in such preliminary prospectus is eliminated or remedied in the
appropriate Prospectus (or the appropriate Prospectus as amended or
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supplemented) and a copy of such Prospectus shall not have been furnished to
such person at or prior to the written confirmation of the sale of such Bonds to
such person.
(b) Each Dealer agrees to indemnify and hold harmless each of the Corporation and the
Guarantor, each of the Corporation’s officials, officers and representatives who signed the
Registration Statement, and each person, if any, who controls the Corporation within the
meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section, but only
with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written information
furnished to the Corporation or the Guarantor by such Dealer expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto).
(c) Each indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action commenced against it in respect of which indemnity may
be sought hereunder but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may participate at its own expense in the
defense of such action. In no event shall the indemnifying parties be liable for the fees
and expenses of more than one counsel separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
SECTION 8. Contribution
In order to provide for just and equitable contribution in circumstances in which the
indemnity agreement provided for in Section 7 is for any reason held to be unenforceable by the
indemnified parties although applicable in accordance with its terms, the Corporation and the
Guarantor, on the one hand, and each Dealer, on the other hand, shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the Corporation and the Guarantor, on the one hand, and such Dealer, on the
other hand, as incurred with respect to Bonds sold to or through such Dealer in such proportions
that such Dealer is responsible for that portion represented by the percentage that the total
commissions, fees and underwriting discounts received by such Dealer to the date of such liability
bears to the total sales price received by the Corporation and the Guarantor to the date of such
liability, and the Corporation and the Guarantor are responsible for the balance. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be
entitled under this Section 8 to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who controls any Dealer
within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the
Dealers, and, each
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official, officer and representative of the Corporation or the Guarantor who signed the
Registration Statement, and each person, if any, who controls the Corporation within the meaning of
Section 15 of the 1933 Act shall have the same rights to contribution as the Corporation.
SECTION 9. Status of the Dealers
In soliciting purchases of the Bonds from the Corporation, each Dealer is acting solely as
agent for the Corporation and not as principal. Each Dealer will make reasonable efforts to assist
the Corporation in obtaining performance by each purchaser whose offer to purchase Bonds from the
Corporation has been solicited by such Dealer and accepted by the Corporation but such Dealer shall
not have any liability to the Corporation in the event any such purchase is not consummated for any
reason.
Nothing herein contained shall constitute the Dealers an association, joint venture or
partnership, with the Corporation or the Guarantor or with each other.
SECTION 10. Representations, Warranties and Agreements to Survive Delivery
All representations, warranties and agreements contained in this Agreement or contained in
certificates of officers of the Corporation or the Guarantor submitted pursuant hereto, shall
remain operative and in full force and effect, regardless of any termination of this Agreement or
any investigation made by or on behalf of any Dealer or any controlling person, or by or on behalf
of the Corporation or the Guarantor, and shall survive each delivery of and payment for any of the
Bonds.
SECTION 11. Termination
This Agreement may be terminated (with respect to the participation of any party hereto) for
any reason at any time by the Corporation, the Guarantor, or by any Dealer, upon the giving of
written notice of such termination to the other parties hereto. In the event of any such
termination by any party hereto, no other party will have any liability to such party and such
party will not have any liability to any other party hereto, except that (i) in the case of a
termination pursuant to this Section 11, the Dealers shall be entitled to any commissions earned in
accordance with Section 2D hereof, (ii) if at the time of termination (A) the Dealers shall own any
of the Bonds with the intention of reselling them or (B) an offer to purchase any of the Bonds has
been accepted by the Corporation or an agreement for the sale of Bonds has been entered into
between the Corporation and a Dealer but the time of delivery to the purchaser or his agent of the
Bonds has not occurred, the covenants set forth in Sections 3 and 6 hereof shall remain in effect
until such Bonds are so resold or delivered, as the case may be, and (ii) the covenant set forth in
Section 3A(a) and 3B(a) hereof, the provisions of Section 4 hereof, the indemnity agreement set
forth in Section 7 hereof, the contribution agreement set forth in Section 8 hereof, and the
provisions of Sections 10 and 13 hereof shall remain in effect.
-22-
SECTION 12. Notices
All notices and other communications hereunder shall be delivered in person, sent by
registered airmail post or by telex or communicated by telephone (subject in the case of
communication by telephone to confirmation within 24 hours by letter delivered by one of the
foregoing means) and shall be effective upon receipt, provided always that the failure of any
letter or telex confirmation to be delivered to or received by the party to whom it is addressed
shall not invalidate the telephone communication in respect whereof it is sent. Notices to the
Dealers shall be directed in the case of Deutsche Bank Securities Inc. to: 1251 Avenue of the
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (facsimile no. (000) 000-0000), attention of Xxxxx
Xxxxxx; in the case of UBS Limited to: 0 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (Telex No. 887434 UBSWG;
facsimile no. (00 000) 000-0000), attention of International New Issues Department; in the case of
any other Dealer, to such Dealer care of Deutsche Bank Securities Inc. or UBS Limited at the
foregoing addresses; notices to the Corporation shall be directed to: Queensland Treasury
Corporation, Minerals and Energy Centre, 00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx, 0000, Xxxxxxxxx
(facsimile no. (00-0) 0000-0000), attention: Chief Executive; and notices to the Guarantor shall be
directed to: Treasurer, Executive Building, 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 0000,
Xxxxxxxxx (facsimile no. (00-0) 0000-0000), attention: Under Treasurer.
SECTION 13. Parties
This Agreement shall inure to the benefit of and be binding upon the parties hereto and the
Dealers’ respective successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the parties hereto or
thereto and their respective successors and the controlling persons and officers and directors
referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision herein or therein
contained. This Agreement and all conditions and provisions hereof and thereof (except for the
conditions set forth in Section 6A(e) hereof) are intended to be for the sole and exclusive benefit
of the parties hereto and their respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no other person, firm
or corporation. No purchaser of Bonds shall be deemed to be a successor by reason merely of such
purchase.
SECTION 14. Governing Law
This Agreement shall be governed by the laws of the State of New York, without reference to
the conflict of laws principles thereof, except that all matters governing authorizations and
executions by the Corporation and the Guarantor shall be governed by the laws of the State of
Queensland.
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SECTION 15. Consent to Service; Jurisdiction
Each of the Corporation and the Guarantor hereby appoints Deutsche Bank Trust Company Americas
of 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and its authorized successors as its authorized agent
(the “Authorized Agent”) upon which process may be served in any action by any Dealer, or by any
person controlling any Dealer, arising out of or based upon this Agreement or the guarantee of the
Bonds by the Guarantor which may be instituted in any State or Federal court in the City or State
of New York, and expressly accepts the jurisdiction of any such court in respect of any such
action. Such appointment shall be irrevocable as long as any of the Bonds remain outstanding
except that if, for any reason, such agent ceases to act in such capacity, each of the Corporation
and the Guarantor will appoint another person in New York, selected in its discretion, as such
Authorized Agent. Each of the Corporation and the Guarantor will take any and all action,
including the filing of any and all documents and instruments, that may be necessary to continue
such appointment or appointments in full force and effect as aforesaid. Service of process upon
the Authorized Agent, together with written notice of such service mailed or delivered to the
Corporation or the Guarantor, as the case may be, at the addresses set forth in Section 12 hereof
shall be deemed in every respect effective service of process upon the Corporation or the
Guarantor, as the case may be. Notwithstanding the foregoing, any action by any Dealer, or by any
person controlling any Dealer, arising out of or based upon this Agreement may be instituted in any
competent court in the State of Queensland or any court in the Commonwealth of Australia competent
to hear appeals therefrom. Each of the Corporation and the Guarantor hereby waives irrevocably any
immunity from jurisdiction (but not execution or attachment or process in the nature thereof) to
which it might otherwise be entitled in any action arising out of or based upon this Agreement
which may be instituted as provided in this Section in any State or Federal court in The City or
the State of New York or in any competent court in the State of Queensland or any court in the
Commonwealth of Australia competent to hear appeals therefrom.
-24-
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us a counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement between you and us in accordance with its terms.
| Very truly yours, QUEENSLAND TREASURY CORPORATION |
||||
| By: | ||||
| Name: | Xxxxxxx Rochester | |||
| Title: | Chief Executive | |||
| THE PREMIER AND TREASURER ON BEHALF OF THE GOVERNMENT OF QUEENSLAND |
||||
| By: | ||||
| Name: | The Hon Xxxxx Xxxxxxx | |||
| Title: | Premier and Treasurer | |||
CONFIRMED AND ACCEPTED, as of
the date first above written:
UBS LIMITED on behalf of:
Deutsche Bank Securities Inc.,
ABN AMRO Bank N.V.,
ABN AMRO Incorporated,
Australia and New Zealand Banking Group Limited,
Citigroup Global Markets Inc.,
Citigroup Global Markets Limited,
Commonwealth Bank of Australia,
Deutsche Bank AG, London Branch,
Macquarie Bank Limited London Branch,
Macquarie Securities (USA) Inc.,
Royal Bank of Canada Europe Limited,
The Toronto-Dominion Bank, and
Westpac Banking Corporation.
ABN AMRO Bank N.V.,
ABN AMRO Incorporated,
Australia and New Zealand Banking Group Limited,
Citigroup Global Markets Inc.,
Citigroup Global Markets Limited,
Commonwealth Bank of Australia,
Deutsche Bank AG, London Branch,
Macquarie Bank Limited London Branch,
Macquarie Securities (USA) Inc.,
Royal Bank of Canada Europe Limited,
The Toronto-Dominion Bank, and
Westpac Banking Corporation.
By:
|
By: | |||||
| Name: | Name: | |||||
| Title: | Title: |
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UBS LIMITED
By:
|
By: | |||||
| Name: | Name: | |||||
| Title: | Title: |
NATIONAL
AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
By:
|
By: | |||||
| Name: | Name: | |||||
| Title: | Title: |
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EXHIBIT A
[Name of Dealer]
Dear Sirs:
Attached hereto is a copy of the Amended and Restated Distribution Agreement, dated as of •,
2005, among Queensland Treasury Corporation, a corporation sole constituted under the laws of the
State of Queensland, Commonwealth of Australia (the “Corporation”), the Treasurer on behalf of the
Government of Queensland (the “Guarantor”), and the several Dealers named therein (the “Amended and
Restated Distribution Agreement”), and, to the extent applicable, the provisions thereof are
incorporated by reference herein and deemed to be part of this letter agreement to the same extent
as if such provisions had been set forth in full herein. All capitalized terms used but not
defined herein shall have the meanings assigned in the Agreement.
The Corporation and the Guarantor hereby request that you act as a Dealer in the Bonds,
subject in all respects to the terms and conditions set forth in the Amended and Restated
Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely
for the purpose of offering and selling up to an aggregate principal amount of the Bonds] and you
hereby agree so to act. The Corporation and the Guarantor hereby confirm to you their respective
representations and warranties in the Amended and Restated Distribution Agreement as if made as of
the date hereof.
This letter agreement shall be governed by the laws of the State of New York without reference
to the principles of conflicts of laws thereof, except that all matters governing authorizations
and executions by the Corporation and the Guarantor shall be governed by the laws of the State of
Queensland.
By execution hereof, you agree that you shall be subject to the same obligations [for the
purposes of the offer and sale of such Bonds] that you would have had if you had been a Dealer
named in the Amended and Restated Distribution Agreement.
A-1
Please sign and return to us a counterpart of this letter to acknowledge your agreement to the
terms hereof.
Yours faithfully,
QUEENSLAND TREASURY CORPORATION
QUEENSLAND TREASURY CORPORATION
By: |
||||
| Title: |
THE PREMIER AND TREASURER ON BEHALF OF
THE GOVERNMENT OF QUEENSLAND
THE GOVERNMENT OF QUEENSLAND
By: |
||||
| Title: |
CONFIRMED AND ACCEPTED, this
|
day of , |
[NAME OF DEALER]
By: |
||||
| Title: |
A-2
EXHIBIT B
SELLING RESTRICTIONS
Each Dealer will (to the best of its knowledge and belief) comply with all applicable laws and
regulations in force in any jurisdiction in which it purchases, offers or sells the Bonds or
possesses or distributes the Prospectus and will obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Bonds under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes purchases, offers or sales
and neither the Corporation nor any other Dealer shall have responsibility therefor.
Each of the Dealers, severally and not jointly, represents and warrants to, and agrees with,
the Corporation that, in connection with its solicitation of offers to purchase Bonds or its
initial distribution of any Bonds purchased by it as principal:
(i) It will not offer or sell Bonds, directly or indirectly, in the Commonwealth of
Australia, its territories and possessions (“Australia”) and that:
(A) it has not directly or indirectly offered for subscription or purchase or
issued invitations to subscribe for or buy or sell any Bonds; and
(B) it will not directly or indirectly offer for subscription or purchase or
issue invitations to subscribe for or buy or sell any Bonds; and
(C) it has not distributed and will not distribute any draft or final form
offering memorandum, advertisement or other offering material relating to any Bonds
in Australia or to any person that the employees of the Dealer acting in connection with the offer
or sale know or have reasonable grounds to suspect is an Offshore Associate of the Corporation
other than one acting in the capacity of a dealer, manager or underwriter in relation to the
placement of the Bonds or in the capacity of a clearing house, custodian, funds manager or
responsible entity of a registered scheme (within the meaning of the Corporations Xxx 0000
(Australia)).
(ii) (A) It will co-operate with the Corporation with a view to ensuring that Bonds
are offered for sale in such a manner which will allow payments of interest or
amounts in the nature of interest on the Bonds to be exempt from Australian
withholding tax under section 128F of the Income Tax Assessment Act 1936
(Australia).
(B) It hereby represents and warrants to and for the benefit of the Corporation
that at the date of this Agreement:
(1) in performing its obligations under this Agreement, it is and will
be acting in the course of carrying on a business of providing
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finance, or investing or dealing in securities in the course of
operating in financial markets;
(2) except as disclosed to the Corporation, it is not, so far as it is
aware, an associate (within the meaning of Section 128F of the Income Tax
Assessment Act 1936 (Australia)) of any other Dealer.
(C) It agrees to notify the Corporation promptly of any act, condition, matter
or thing of which it is aware and which renders the representations and warranties
contained in clause (ii)(B) of this Exhibit untrue or inaccurate in any material
respect if repeated on the date the relevant Bonds are issued with reference to the
facts and circumstances then subsisting.
(D) It represents and agrees that it will not sell Bonds or an interest in
Bonds to any person who is known or reasonably suspected by employees of the Dealer
acting in connection with the offer or sale to be an Offshore Associate of the
Corporation other than one acting in the capacity of a dealer, manager or
underwriter in relation to the placement of the Bonds or in the capacity of a
clearing house, custodian, funds manager or responsible entity of a registered
scheme (within the meaning of the Corporations Xxx 0000 (Australia)).
(E) The Corporation:
(1) will place and maintain on an Electronic Source the following
information:
(a) the name of the Corporation;
(b) the name of the Programme;
(c) such other information in connection with the Programme as
the Corporation wishes (subject to this Agreement); and
(2) will distribute to each Dealer such number of copies of the
Prospectus as the Dealer reasonably requests.
(F) Each Dealer may place on an Electronic Source the following information:
(1) the name of the Corporation;
(2) the name of the Programme;
(3) the Dealer’s name and contact details; and
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(4) such other information agreed between the Corporation and Dealer
with the exception of information relating to indicative pricing and
secondary trading which may be placed on an Electronic Source by a Dealer
without the consent of the Corporation.
(G) In connection with any Bond issued, unless a Dealer has confirmed in
writing to the Corporation that the initial issue to the Dealer of Bonds was a
result of negotiations initiated pursuant to an Electronic Source, each Dealer will,
for the purpose of placing the Bonds, within 30 days of issue:
(1) offer for sale any Bonds issued to it and procure that negotiations
for sale are initiated pursuant to an Electronic Source; or
(2) offer any Bonds issued to at least 10 persons each carrying on a
business of providing finance or investing or dealing in securities in the
course of operating in financial markets and not known or reasonably
suspected by the Dealer to be an associate (within the meaning of section
128F of the Income Tax Xxxxxxxxxx Xxx 0000 (Xxxxxxxxx)) of any other person
covered by this paragraph; or
(3) offer any Bonds issued to it to at least 100 persons whom it is
reasonable for the Dealer to regard as having acquired securities similar to
the Bonds in the past or being likely to be interested in acquiring such
instruments.
This undertaking does not apply where the issue of the Bonds resulted from
their being offered for issue as a result of being accepted for listing on a
stock exchange where the Corporation had previously entered into an
agreement with the Dealer, in relation to the placement of the Bonds,
requiring the Corporation to seek such listing.
(H) In connection with any Bond issued, each Dealer will provide to the
Corporation, within 14 days of receipt of a request from the Corporation, such
information of which it is aware in relation to any such Bond as is reasonably
required for the purposes of assisting the Corporation to demonstrate that the
public offer test under section 128F of the Income Tax Assessment Act 1936
(Australia) has been satisfied but no Dealer is obliged to disclose the identity of
the purchaser of any Bond or any information from which such identity might or would
be capable of being ascertained, or any information the disclosure of which would be
contrary to or prohibited by any relevant law, regulation or directive. In
connection with any Bond issued and within 14 days of receipt of a request from the
Corporation, each Dealer will provide directly to the Australian Taxation Office on
a confidential basis information necessary to demonstrate its compliance with the
provisions of clause (ii)(G) of this Exhibit.
B-3
(I) In this Exhibit, “Electronic Source” means an electronic financial markets
information source:
(a) operated by Reuters or Bloomberg; or
(b) which has been approved in writing by the
Corporation,
access to which is available to market participants.
(J) In this Exhibit, “Offshore Associate” means an associate (as defined in
Section 128F) of the Corporation that is either a non-resident of the Commonwealth
of Australia which does not acquire the Bonds in carrying on a business at or
through a permanent establishment in Australia or, alternatively, is a resident of
Australia that acquires the Bonds in carrying on a business at or through a
permanent establishment outside of Australia.
(iii) In relation to each tranche of Bonds, it represents, warrants and undertakes
that:
(A) In relation to any Bonds which have a maturity of less than one year, (i)
it is a person whose ordinary activities involve it in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of its business
and (ii) it has not offered or sold and will not offer or sell any Bonds other than
to persons whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or as agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their businesses where
the issue of the Bonds would otherwise constitute a contravention of Section 19 of
the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”) by the
Corporation;
(B) Financial promotion: it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the FSMA
received by it in connection with the issue or sale of any Bonds in circumstances in
which section 21(1) of the FSMA does not apply to the Corporation or the Guarantor;
and
(C) General compliance: it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to any Bonds
in, from or otherwise involving the United Kingdom.
| (iv) | In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), it represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in |
B-4
| that Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Bonds to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Bonds to the public in that Relevant Member State: |
| (A) | in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Bonds which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; | ||
| (B) | at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; | ||
| (C) | at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or | ||
| (D) | at any time in any other circumstances which do not require the publication by the Corporation and the Guarantor of a prospectus pursuant to Article 3 of the Prospectus Directive. |
For the purposes of this provision, the expression an “offer of the Bonds to the
public” in relation to any Bonds in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of
the offer and the Bonds to be offered so as to enable an investor to decide to
purchase or subscribe the Bonds, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State and, for the
avoidance of doubt, the expression “Prospectus Directive” means Directive 2003/71/EC
and includes any relevant implementing measure in each Relevant Member State.
B-5
EXHIBIT C
|
Global A$ Fixed Interest
Distribution Group
Distribution Group
OPERATIONAL GUIDELINES
Updated December 2005
C-1
CONTENTS
1| |
QUEENSLAND TREASURY CORPORATION GLOBAL A$ FIXED INTEREST DISTRIBUTION GROUP | |||||
| OPERATIONAL GUIDELINES | 3 | |||||
| 1.1 Part A: Introduction | 3 | |||||
| 1.2 Part B: General | 3 | |||||
| 1.3 Part C: Domestic A$Benchmark Bond Facility Procedures | 4 | |||||
| 1.4 Part D: Global A$Bond Facility Procedures | 7 | |||||
2| |
ATTACHMENT 1 - DISTRIBUTION GROUP FEE STRUCTURE | 11 | ||||
3| |
ATTACHMENT 2 - MONTHLY TURNOVER AND IWT CERTIFICATION | 13 | ||||
4| |
ATTACHMENT 3 - SUMMARY OF IWT EXEMPTION GUIDELINES FOR GLOBAL BONDS | 14 | ||||
5| |
ATTACHMENT 4 - QTC BENCHMARK BONDS -- OPERATIONAL PROCEDURES FOR TAPS | 15 |
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| 1| | QUEENSLAND TREASURY CORPORATION GLOBAL A$FIXED INTEREST DISTRIBUTION GROUP OPERATIONAL GUIDELINES |
1.1 PART A: INTRODUCTION
| 1. | These Guidelines will apply in respect of the benchmark bonds issued under the following QTC facilities: |
| • | Domestic A$Bond Facility; and | ||
| • | Global A$Bond Facility. |
| 2. | Pursuant to the provisions of the Distribution Agreement for each of the QTC offshore and domestic debt facilities set out above, members are appointed as members of QTC’s global or domestic distribution group, as the case may be. References in these Guidelines to “Group”, will mean either or both of the Dealer Groups for the abovementioned Facilities, as the context requires. | |
| 3. | The substantive legal provisions governing that appointment and the relationship between QTC and the Dealer Group are contained in the respective Distribution Agreements. | |
| 4. | The purpose of the Guidelines is to make provision for the practical and administrative matters that affect or shape the practices of QTC and the Group members. | |
| 5. | The Guidelines are expressly incorporated by reference into, and form part of, the respective Distribution Agreements. | |
| 6. | The Guidelines may be amended at any time by QTC in any manner it considers appropriate. Group members will be notified in writing of any material changes. |
1.2 PART B: General
| 1. | Pursuant to Section 32 of the Queensland Treasury Corporation Act, the Treasurer, on behalf of the Government of Queensland, guarantees the payment when due, of principal and interest on QTC Domestic Bonds. Payments by QTC of principal and interest on Global Bonds are guaranteed by the Treasurer on behalf of the Government of Queensland pursuant to Deeds of Guarantee given pursuant to section 33 of the Queensland Treasury Corporation Act. | |
| 2. | Under normal circumstances, QTC will publish in January and July of each year, an “Indicative Borrowing Program” detailing its estimated funding requirements for the following twelve months. | |
| 3. | QTC will publish daily on market information screens, indicative two way market yields for QTC benchmark bonds as quoted by an agent appointed by QTC. | |
| Information will be displayed on the following services: |
| Reuters | QTC1 | (other pages QTC2-QTC6) | ||||
| Bloomberg | QTC17 | (other pages QTC<GO>) |
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| 4. | Members must provide constant price support to investors on all QTC benchmark lines at appropriate levels up to $50M. | |
| QTC encourages members to make two way inter-bank markets in all QTC benchmark lines at appropriate spreads up to $10M. QTC’s stance on investor and inter-bank pricing will be regularly monitored to ensure that it reflects general market practice and achieves QTC’s objectives. | ||
| 5. | On request members will advise QTC of closing mid-yields (Sydney time) on all QTC benchmark lines. | |
| 6. | QTC will conduct an annual performance review of the Distribution Group covering the 12-month period to 30 June. Quarterly performance updates will be discussed, when appropriate, with individual group members during the annual review period. | |
| 7. | QTC will pay fees annually in arrears (subsequent to the completion of an annual review of the Distribution Group), to each group member for the provision of services as defined in Attachment 1 to these Guidelines. QTC reserves the right to amend this fee structure at any time, to ensure that it reflects general market practice and achieves QTC’s objectives. | |
| 8. | QTC may trade with the market at large and switch debt across the curve as it sees fit having regard to the amounts on issue in any maturity and to relevant market support. However, all new bond issues called by tender or by tap issue must be conducted through the members of the facility involved. | |
| 9. | On a semi-annual basis, in January and July of each year, QTC will conduct a review of these Guidelines and the composition of the Distribution Group. |
1.3 PART C: DOMESTIC A$ BENCHMARK BOND FACILITY PROCEDURES
| 1. | Standard Australian Financial Markets Association (AFMA) settlement conventions will apply to all trades. | |
| 2. | The present QTC benchmark lines are: |
| Coupon | Maturity | |
8.00%
|
14/09/07 | |
6.00%
|
14/07/09 | |
5.50%
|
14/05/10 | |
6.00%
|
14/06/11 | |
6.00%
|
14/08/13 | |
6.00%
|
14/10/15 |
| $500 million of each maturity is listed on the Australian Stock Exchange. | ||
| Additional benchmark lines may be established on notification to the Group. |
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| 3. | QTC also has a longer dated preferred bond line which are issued from time to time as required by customers. This preferred line is: |
| Coupon | Maturity | |
6.00%
|
14/06/21 |
| 4. | The Domestic A$ Bonds are a paperless security. They are book entry only. Settlements are effected through Austraclear. | |
| 5. | The issuing and paying agent is: |
| Computershare Investor Services Pty Limited | ||||
| Xxxxx 00, 000 Xxxxxx Xxxxxx | GPO Box 2867 | |||
| Melbourne, VIC 3000 | Xxxxxxxxx, XXX 0000 | |||
| 6. | QTC Domestic Bond Taps | |
| Domestic bonds will be available on a structured offered basis at the discretion of QTC. Operational procedures for taps of QTC benchmark bonds are detailed in Attachment 4. | ||
| 7. | QTC Domestic Bond Tenders | |
| Domestic bonds may also be issued by tender on a competitive basis in accordance with the procedure detailed below: |
| (i) | adequate notice of QTC’s intention to call a tender will be given to members; | ||
| (ii) | details will be provided of the amount to be raised, the series to be issued and the time by which bids must be received by QTC ; | ||
| (iii) | tender details will be published by QTC on Bloomberg ; | ||
| (iv) | bids must be no less than $5M and in increments of $1M. |
| 8. | QTC Domestic Bond Repos | |
| QTC will enter into repurchase agreements to borrow QTC bonds to provide liquidity to Group members on a seven (7) day buy back basis at agreed market rates. | ||
| A repurchase agreement, based on the PSA/ISMA Global Repurchase Agreement, between QTC and each Group member must be completed before that member can access the facility. | ||
| QTC, in its discretion, will determine the maximum amounts that may be dealt in repurchase agreements. | ||
| Fees will be charged by QTC on a cost recovery basis. | ||
| 9. | QTC Domestic Bond Lending |
| (i) | QTC will lend QTC benchmark lines of bonds to a Group member on one (1) day’s notice unless otherwise agreed. Subject to clause 9 (vii), bond loan requests must be submitted by 4.30 pm on the day before the required day. |
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| (ii) | QTC reserves the right to:- |
| • | restrict the amounts that may be borrowed under the bond lending facility; | ||
| • | extend the bond lending facility to a maximum of five (5) selected institutions outside the Group. The names of these institutions will be made available to Group members on request. Preference will be given to members of the Group when bond loans are under negotiation; and | ||
| • | review its bond lending policy at any time. Any changes will be notified to the Group within one (1) business day. |
| (iii) | In order to streamline administrative procedures associated with bond loans to Group members, QTC will, subject to available limits, dispense with the taking of cash for security. For those institutions required to provide security it should be in the form of cash or by way of substitute bonds that are either Commonwealth or State Government guaranteed. | ||
| (iv) | For loans secured by cash, bond loans will be priced at the market yields for the sale, with a forward repurchase price reflecting the original price plus the agreed money market rate for the period less QTC’s lending fee, and the net settlement amount will be payable in arrears monthly on the first business day of each month. | ||
| (v) | For loans secured by substitute bonds, bond loans will be priced at the market value plus 10% over-cover and may be exchanged at any time for other bonds or uplifted in exchange for cash while a bond loan remains current. | ||
| (vi) | QTC will charge the following bond lending fees: |
| • | $20 per million per day on amounts up to $20 million; plus | ||
| • | $10 per million per day on any amount in excess of $20 million. |
| (vii) | QTC may accept bond loan requests up to 10.00 am on the same day. However, for any agreed bond loan negotiated in the morning, the following stock lending fees will apply: |
| • | $25 per million per day on amounts up to $20 million; plus | ||
| • | $15 per million per day on the amount in excess of $20 million. |
| (viii) | QTC reserves the right to charge other amounts to reflect volume transactions or special market conditions (e.g. xxxxxx against Global bond holdings). | ||
| (ix) | Should a bond loan extend into an ex interest period: |
| • | on the day the coupon payment is received, the member must reimburse QTC for the amount of interest received on the bond; and | ||
| • | adequate security must be provided at the time of the loan. |
On request members will be given timely information on the total amount of bonds on loan
in each benchmark line.
C-6
| 10. | Non-benchmark Lines | |
| QTC may effect tap issues to non-benchmark lines without prior consultation with Group members. Information on these issues will be provided to the Group on request. | ||
| All other forms of financial arrangements other than those provided for in the facility are excluded from the provisions of these Guidelines. | ||
| 11. | Monthly Report on QTC Domestic Bond Turnover | |
| Members must provide QTC with a monthly report, in substantially the same format as the reporting form in Attachment 2, setting out details of the turnover of each benchmark line of QTC domestic bonds with: |
| (i) | other QTC Group members (Inter-bank) | ||
| (ii) | QTC | ||
| (iii) | Non-Group members (Institutional) |
| Reports must be submitted by the tenth business day of the next following month and are to be signed off by the Head of Support Operations or equivalent. | ||
| In July of each year, each member’s Head of Internal Audit must certify to QTC that the turnover figures provided by that member during the year were complete and calculated on the correct basis. | ||
| Turnover data classifications: |
| • | Deals with QTC for primary issues (taps and tenders), stock lending, switches (coupon or maturity), or repos are not to be included in turnover reports | ||
| • | Deals between the Distribution Group Capital Markets and Treasury areas (both internal and external) be included in the monthly turnover reports as inter-bank deals. | ||
| • | Internal dealings between bank propriety trading and Capital Markets desks are not to be included in turnover reports. Propriety trading desk dealings with external counterparts are to be treated as inter-bank. |
| 12. | Fees | |
| The fee structure governing the fees payable by QTC to Group members is detailed in Attachment 1 to these Guidelines. |
1.4 PART D: GLOBAL A$ BOND FACILITY PROCEDURES
| 1. | The terms and conditions of the bonds are outlined in the Global A$ Bond Facility prospectus. | |
| 2. | QTC issues Global A$ Bonds (previously referred to as Transferable Registered Notes) in offshore markets with coupons and maturity dates which match the domestic benchmark lines. Investors can elect to transfer their holdings of Global A$ Bonds to the corresponding Domestic A$ Bonds free of charge. Interest payments under the Global A$ Bond facility are |
C-7
| exempt from Australian withholding tax subject to strict satisfaction of one of the “public offer” tests contained in Section 128F(3) and (4) of the Income Tax Assessment Xxx 0000. | ||
| 3. | All Global Bonds are listed on either the London or Luxembourg Stock Exchanges. All new issues will be listed on the Luxembourg Stock Exchange. | |
| 4. | The Global A$ Bonds are book entry only. Settlements are effected through Depository Trust Company (DTC), Euroclear or Clearstream. | |
| 5. | The Fiscal Agent is: |
Deutsche Bank Trust Company Americas
000 Xxxxx Xxx, XX,
JCY 03-06-03
Xxxxxx Xxxx, XX 00000
Ph: (000) 000 0000
000 Xxxxx Xxx, XX,
JCY 03-06-03
Xxxxxx Xxxx, XX 00000
Ph: (000) 000 0000
| 6. | QTC Global Bond Taps | |
| Global Bonds will be available on a continuously offered basis direct from QTC during Australian financial markets business hours or such other time as may be agreed by the Group member and QTC. | ||
| Issuance may be by outright tap, against futures (EFP) or as a switch against physical bonds by reference to QTC. Minimum issue $1M. Operational procedures for taps of QTC benchmark bonds are detailed in Attachment 4. | ||
| 7. | QTC Global Bond Repos |
| (i) | QTC will enter into repurchase agreements to borrow QTC Global A$ Bonds to provide liquidity to Group members at agreed market rates. | ||
| (ii) | A repurchase agreement, based on the PSA/ISMA Global Repurchase Agreement, between QTC and each Group member must be completed before that member can access the facility. | ||
| (iii) | The maximum amounts that may be dealt in such repurchase agreements will be determined at QTC’s discretion. | ||
| (iv) | Repurchase agreements are presently subject to five (5) business days notice and are for periods of not less than seven (7) days and not more than one month. | ||
| (v) | Global repos must be negotiated directly with QTC. Fees charged will be on a cost recovery basis (currently equivalent to 15 basis points reflecting Euroclear safe custody charges). | ||
| (vi) | With the consent of QTC, a repurchase transaction may be terminated by a member upon giving five (5) days prior notice to QTC provided at least 75% of the agreed term of the transaction has expired. On each such occasion the member must clearly identify by facsimile message the particular trade and the requirements for early termination. Typically, QTC will not grant approval for early termination if the transaction concerned has a short term. |
C-8
| (vii) | If QTC agrees to a request and receives the required confirmation from the Dealer, the sale is completed on the earlier date with no change to original prices. On the agreed date, QTC will refund interest for the period from the date of early termination to the original termination date at the rate used in calculating the QTC cost of funding. | ||
| (viii) | If a repurchase agreement is negotiated for a period passing through books closure date for the Global Bond, the transaction must be extended to terminate on the interest due date, i.e. 14th or 15th of the particular month. The interest due on the bond will be deducted from the sale cash value as QTC will receive the interest coupon from the Fiscal Agent on the 14th or 15th of the month. |
| 8. | QTC Global Bond Switches | |
| QTC, at its discretion, will allow dealers to switch up or down the yield curve (i.e. to a longer or shorter dated maturity), priced on a cost recovery basis negotiated with QTC. Requests for switches will be considered on an individual deal basis and will normally be dealt on a face value for face value boxed basis against domestic QTC bonds. | ||
| The criteria for determining whether to allow a requested switch will be the dealers record of primary issuance such that those who are not contributing will not be permitted to avail themselves of the facility. | ||
| 9. | Monthly Report on QTC Global Bond Turnover and IWT Compliance | |
| Members will provide QTC with a monthly report, in substantially the same format as the reporting form in Attachment 2, setting out:- |
| (i) | details of turnover of each preferred line of QTC Global Bonds and A$MTN (Bullet type) transactions as follows: |
| • USA | - | Initial Investor Sales into the US |
(Taps on QTC sold to a US entity) | |||||
| - | Flow Back Investor Sales into US |
(Globals/MTN’s purchased from a non-US entity and sold to a US entity) | ||||||
| - | Intra USA deals | (Globals/MTN’s purchased from a US entity and sold to a US entity) |
| • | Asia — Japan | ||
| • | Rest of Asia | ||
| • | Europe | ||
| • | Average Daily Position (i.e. Average Long/Short position). | ||
| This breakdown of US Global/MTN turnover is needed to calculate registered shelf usage as required by the US Securities Exchange Commission. | |||
| Turnover data should not include: | |||
| • | deals with QTC for primary issues (taps), switches (coupon or maturity), or repos. | ||
| • | internal dealings between bank propriety trading and Capital Markets desks. |
| (ii) | certification of continued compliance with the interest withholding tax undertakings given by the member in the Distribution Agreement in respect of issues transacted through the member during that month. |
C-9
| QTC’s proposed method of substantiation of compliance of the “public offer” test is detailed in Attachment 3. |
| Reports must be submitted by the tenth business day of the next following month and are to be signed off by the Head of Support Operations or equivalent. | ||
| In July of each year, each member’s Head of Internal Audit must certify to QTC that the turnover figures provided by that member during the year were complete and calculated on the correct basis. | ||
| 10. | Access to non-Group members | |
| QTC reserves the right to permit access to the Global A$ Bond Facility to non-Group members who meet special criteria for this privilege. Any such arrangements will be presented to members for consideration and comment prior to QTC making any decision. | ||
| 11. | Fees | |
| The fee structure governing the fees payable by QTC to Group members is detailed in Attachment 1 to these Guidelines. |
C-10
| 2| | ATTACHMENT 1 — DISTRIBUTION GROUP FEE STRUCTURE |
| 1. | At the discretion of QTC, a panel fee of up to $20,000 (excluding GST) will be paid annually in arrears to each Group member dependant on services provided being of an acceptable standard. In broad terms, 50% is attributable to economic presentations and the other 50% is attributable to market support. | |
| In particular, the panel fee is intended to defray Group members’ costs associated with: |
| • | Preparation and presentation of quarterly economic briefings; | ||
| • | Preparation and presentation of periodic special economic briefings to the QTC Board and annual presentations to the Chairman/Chief Executive. | ||
| • | Daily market overviews | ||
| • | Market intelligence such as feedback on and observations of market activity | ||
| • | Quantitative and Strategic Analysis | ||
| • | Periodical publications | ||
| • | Regular offshore market reports | ||
| • | Primary and secondary market support | ||
| • | Provision of monthly reports on turnover and ongoing IWT compliance. |
| 2. | In addition, the following fees will be payable by QTC : | |
| Domestic A$ Bond Facility |
| • | Tap Issues |
| Fees will not be paid in respect of tap issues. |
| • | Tenders |
| In normal circumstances, fees will not be paid in respect of tender issues. In special circumstances, at the absolute discretion of QTC, a tender fee (the amount of which to be determined by QTC) may be paid annually in arrears on successful bids. |
| • | Secondary Market Turnover |
| QTC will pay a total of $400,000 (excluding GST) annually in arrears to the top eight (8) performers. | ||
| The fee will be calculated to reflect individual dealers weighted secondary market turnover of QTC domestic bonds, as a percentage of the aggregate of the weighted secondary market turnover of QTC domestic bond of the top eight (8) dealers. |
C-11
| QTC will apply the following weightings to reported turnover to assess performance: |
Inter-bank deals 100%
Deals with QTC 100%
Institutional deals 300%
Deals with QTC 100%
Institutional deals 300%
| QTC will gross up GST on its dealer fees payable in relation to its Domestic A$ Bond Facility. In relation to the tax invoice for the Domestic A$ Bond Facility Fee, QTC will advise each Group member of the fee entitlement with GST grossed up. The Group member will then use this information as the basis for the tax invoice that it issues to QTC. QTC will pay the fees upon receipt of a complying tax invoice. QTC will not issue recipient created tax invoices. | ||
| If the ATO ultimately issues a ruling or subsequently issues some other form of directive of which indicates that the fees are input taxed then the Group members will issue an adjustment note in relation to the amount grossed up by QTC and refund the amount of the gross up to QTC. | ||
| Note: QTC will provide to each Group member, on a semi-annual basis, their turnover figures against the median for each group of two. | ||
| These guidelines should not be treated as advice to the Distribution Group as to the GST consequences of the receipt of the dealer fees, and merely specify the amounts that QTC will pay to the members of the Distribution Group. The Group members should satisfy themselves as to the GST implications for their organisations. | ||
| Global A$ Bond Facility |
| • | Tap Issues |
| Fees will not be paid in respect of tap issues. |
| • | Secondary Market |
| QTC will pay a total of $400,000 paid annually in arrears to the top eight (8) performers. | ||
| The fee will be calculated to reflect individual dealers weighted secondary market turnover of QTC Global Bonds / A$ MTN’s (bullet type) weighted by average Global / A$ MTN (bullet type) holdings, as a percentage of the weighted secondary market turnover of QTC Global Bonds / A$ MTN’s (bullet type) aggregate of the top eight (8) dealers. | ||
| QTC will apply the following weightings to reported turnover to assess performance: |
Interbank deals 100%
Institutional deals 300%.
Institutional deals 300%.
| 3. | In addition to the fees detailed above, QTC will direct its secondary market fixed interest activities amongst the Group to reflect the overall performance and value added to QTC. |
C-12
| 3| | ATTACHMENT 2 — MONTHLY TURNOVER AND IWT CERTIFICATION |
Queensland Treasury Corporation
Monthly
Report - QTC Bond Turnover
Group Member:
|
||
Turnover for the month of:
|
||
| QTC Fixed Interest Distribution Group | ||||||||
ABN Amro
|
Deutsche Capital Markets | Toronto Dominion Australia | ||||||
ANZ Banking Group
|
Macquarie Bank | UBS | ||||||
Commonwealth Bank of Australia
|
National Australia Bank | Westpac Banking Corporation | ||||||
Citibank
|
RBC Dominion Securities | |||||||
NOTE:
|
Do NOT include: | |
| (i) Transactions with QTC for primary issues (tenders, taps), stock lending, global switches. | ||
| (ii) Repos with other counterparties. | ||
| (iii) Internal dealings with propriety trading desks. |
QTC DOMESTIC BONDS - TOTAL TURNOVER VOLUME ($m BUYS & SELLS)
| Domestic | 8% 14.09.07 | 6.0% 14.07.09 | 5.5% 14.05.10 | 6.0% 14.06.11 | 6.0% 14.08.13 | 6.0% 14.10.15 | 6.0% 14.06.21 | Other Lines | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| QTC Benchmark Line | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | ||||||||||||||||||||||||||||||||||||||||||||||||
Inter-Bank |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
QTC |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Institutional |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TOTAL |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||||||||||||||||||||||||||||||||||||||||||||||
QTC GLOBAL BONDS & A$ MTN (BULLET TYPE) — TOTAL TURNOVER VOLUME ($m BUYS & SELLS)
| Global QTC Benchmark Line | 8% 14.09.07 | 6.0% 14.07.09 | 5.5% 14.05.10 | 6.0% 14.06.11 | 6.0% 14.08.13 | 6.0% 14.10.15 | 6.0% 14.06.21 | Other Lines | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | Onshore | Offshore | |||||||||||||||||||||||||||||||||||||||||||||||||
Inter-Bank |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asia - Japan |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rest of Asia |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Europe |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
USA - Initial sells to a
US entity - Flowback sells to a US entity |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
- Other (includes intra
US deals & sells out of
US) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TOTAL |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Globals - Avg Daily Position |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The break-down of USA turnover is required to calculate registered shelf usage as required by the
US Securities Exchange Commission.
IWT Certification
All bonds were offered or sold during the above month in accordance with the Selling Restrictions contained in the Distribution Agreement date 13 November 2003.
All bonds were offered or sold during the above month in accordance with the Selling Restrictions contained in the Distribution Agreement date 13 November 2003.
| Authorised Signatory | ||||
Audit Certification
I certify that this report has been compiled in accordance with the “QTC Fixed Interest Distribution Group Operational Guidelines” and is a true and accurate representation of the bank’s turnover in QTC bonds for the month.
I certify that this report has been compiled in accordance with the “QTC Fixed Interest Distribution Group Operational Guidelines” and is a true and accurate representation of the bank’s turnover in QTC bonds for the month.
| Authorised Signatory | ||||
C-13
| 4| | ATTACHMENT 3 — SUMMARY OF IWT EXEMPTION GUIDELINES FOR GLOBAL BONDS |
| DEBENTURE | ||||
| ISSUED under... | RELEVANT s128F ELEMENT of “PUBLIC OFFER” TEST | METHOD OF SUBSTANTIATION OF COMPLIANCE | ||
Global A$ Bond Facility |
Any one of the following:- | |||
| Bonds offered to at least 10 persons each of whom carries on a business of investing or dealing in securities in the course of operating in financial markets and is not known or suspected by QTC to be an associate of any of the other dealers on the panel; or | Copy of the Prospectus detailing the Dealer Group members. | |||
| Bonds are listed on the Luxembourg Stock Exchange; or | Copy of screen or letter from Luxembourg Stock Exchange. | |||
| Bonds are issued as a result of negotiations being initiated publicly in electronic form used by financial markets for dealing in debentures. | Copy of screen evidencing rates offered to dealers on the panel. | |||
| Remainder of debentures: offered to at least 100 persons whom it is reasonable for the issuer to regard as having acquired debentures in the past or likely to be interested in acquiring debentures. | Letter from the Group member detailing the issue under the Facility together with evidence of the dealer having approached more than 100 persons who can reasonably be regarded as likely to be interested in acquiring debentures. |
C-14
| 5| | ATTACHMENT 4 — QTC BENCHMARK BONDS — OPERATIONAL PROCEDURES FOR TAPS |
Benchmark bonds include both A$ Domestic and Global Bonds.
The following operational procedures have been implemented to ensure fair and equitable
treatment of Group members wishing to tap QTC’s benchmark bonds.
| 1. | Currently, the total volume issued per month is in the range of $100M — $200M. (This amount will be reviewed and varied from time to time in accordance with QTC’s borrowing requirements and objectives). | |
| 2. | Bonds issued and deal size (minimum $1M) will be at the discretion of QTC and will only be available during Australian financial markets business hours. Issues will typically be on an EFP basis at the mid-rate. | |
| 3. | Fees will not be paid in respect of tap issues. Domestic bonds issued to the Distribution Group by tap will be on a restricted/structured basis to ensure an equitable allocation of bonds to Distribution Group members. | |
| 4. | These guidelines are indicative only and QTC reserves the right to alter issuance procedures, including volumes, if required. | |
| 5. | Domestic Bonds cannot be tapped in conjunction with a Global Bond issue. | |
| 6. | The volume of Bonds tapped will be included in the overall Group member performance assessment. | |
| 7. | QTC information screens on Reuters and Bloomberg will detail the amount of benchmark bonds on issue and the net change in that amount. The screens will be updated by QTC on a weekly basis. |
C-15
EXHIBIT D
FORM OF APPLICABLE PRICING SUPPLEMENT
Set out below is the form of pricing supplement (which will constitute the “final terms” for
the purposes of the Prospectus Directive) which will be completed for each tranche of bonds offered
and sold pursuant to this base prospectus supplement/prospectus supplement and the accompanying
prospectus. The bonds may be issued in one or more series as we may authorize from time to time.
Prospective investors should refer to the applicable base prospectus supplement/prospectus
supplement and the accompanying prospectus for a description of the specific terms and conditions
of the particular series of bonds.
[Date]
Queensland Treasury Corporation
Issue of [Aggregate Nominal Amount of Tranche] Global A$ Bonds
Guaranteed by The Treasurer on behalf of The Government of Queensland
under the A$15,000,000,000 Global A$ Bond Facility
[issued on a consolidated basis with the Global A$ Bonds due [ ]
currently totalling A$ [ ] (A$ [ ] including buy backs)]
Guaranteed by The Treasurer on behalf of The Government of Queensland
under the A$15,000,000,000 Global A$ Bond Facility
[issued on a consolidated basis with the Global A$ Bonds due [ ]
currently totalling A$ [ ] (A$ [ ] including buy backs)]
PART A — CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the prospectus supplement dated
[•] (the “prospectus supplement ”) and the accompanying prospectus dated
[•] (together, the “Prospectus”). The prospectus supplement constitutes a prospectus for
the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus
Directive”). This document constitutes the final terms
of the bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must
be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the
bonds is only available on the basis of the combination of these final terms and the Prospectus.
The Prospectus is available for viewing at the Head Office of the Issuer, Minerals & Energy Centre,
00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 0000, Xxxxxxxxx, and copies may be obtained from the listing
agent, Deutsche Bank Luxembourg S.A., 0 Xxxxxxxxx Xxxxxx Xxxxxxxx, X-0000 Xxxxxxxxxx. The pricing
supplement will be published on the Luxembourg Stock Exchange’s website.
[The following alternative language applies if the first tranche of an issue which is being
increased was issued under a prospectus with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the prospectus supplement dated
[original date] and the accompanying prospectus dated
[•] (together, the “Prospectus”). This document constitutes the final terms of the bonds described
herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction
with the prospectus supplement dated [•], which constitutes a base prospectus for the purposes of
the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”)(hereinafter, the “Base
Prospectus”), save in respect of the Terms and
D-1
Conditions which are extracted from the Prospectus and are attached hereto. Full information
on the Issuer and the offer of the bonds is only available on the basis of the combination of these
final terms, the prospectus supplement and the Prospectus. Copies of
the prospectus supplement and Prospectus are available for viewing at the Head
Office of the Issuer, Minerals & Energy Centre, 00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 0000,
Xxxxxxxxx, and copies may be obtained from the listing agent, Deutsche Bank Luxembourg S.A., 0
Xxxxxxxxx Xxxxxx Xxxxxxxx, X-0000 Xxxxxxxxxx.
[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the
numbering should remain as set out below, even if “Not Applicable” is indicated for individual
paragraphs or subparagraphs. Italics denote directions for completing the pricing supplement.]
[When adding any other final terms or information at, for example, item 19 of Part A or in
relation to disclosure relating to the interests of natural and legal persons involved in the
issue/offer in Part B consideration should be given as to whether such terms or information
constitute “significant new factors” and consequently trigger the need for a supplement to the
Prospectus under Article 16 of the Prospectus Directive.]
1.
|
(i) | Issuer: | Queensland Treasury Corporation | |||
| (ii) | Guarantor: | The Treasurer on behalf of the Government of Queensland | ||||
2.
|
Benchmark line: | [•] | ||||
| (e.g., 2005, 2007, 2009, etc) (to be consolidated and form a single series with QTC [•]% Global A$ Bonds due [•],[•], ISIN [•]) | ||||||
3.
|
Specific Currency or Currencies: |
AUD (“A$”) | ||||
4.
|
(i) | Issue price: | [ ]% | |||
| (ii) | Dealers’ fees and commissions paid by Issuer: | [No fee or commission is payable in respect of the issue of the bond(s) described in this Pricing Supplement. Instead, QTC pays fees and commissions in accordance with the procedure described in the QTC Offshore and Onshore Fixed Interest Distribution Group Operational Guidelines.] [specify] | ||||
5.
|
Specified Denominations: | A$1,000 | ||||
6.
|
(i) | Issue Date: | [ ] | |||
| (ii) | Record Date (date on and from which security is Ex-interest): | [specify date] | ||||
| (iii) | Interest Payment Dates: | [specify date] |
D-2
7.
|
Maturity Date: | [specify date] | ||||
8.
|
Interest Basis: | [ ] percent Fixed Rate | ||||
9.
|
Redemption/Payment Basis: | Redemption at par | ||||
10.
|
Change of Interest Basis or Redemption/Payment Basis: | Not Applicable [unless otherwise specified in the applicable Prospectus supplement] |
||||
11.
|
(i) | Status of the Bonds: | Senior and rank pari passu with other senior, unsecured debt obligations of QTC | |||
| (ii) | Status of the Guarantee: | Senior and ranks pari passu with all its other unsecured obligations | ||||
12.
|
Method of distribution: | [Syndicated/Non-syndicated] | ||||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
||||||
13.
|
Fixed Rate Note Provisions Applicable |
|||||
| (i) | Rate(s) of Interest: | [
] per cent per annum [payable [annually/semi-annually/quarterly] in arrears] |
||||
| (ii) | Interest Payment Date(s): | [specify date] in each year up to and including the Maturity Date | ||||
| (NB: This will need to be amended in the case of long or short coupons) | ||||||
| (iii) | Fixed Coupon Amount(s): | A$[ ] per A$1,000 in nominal amount | ||||
| (iv) | Determination Date(s): | [specify date] in each year [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] | ||||
| (NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration. Only relevant where Day Count Fraction is Actual/Actual (ISMA)) | ||||||
| (v) | Other terms relating to the method of calculating interest for Fixed Rate Bonds: | None | ||||
| PROVISIONS RELATING TO REDEMPTION |
||||||
14.
|
Final Redemption Amount: | A$1,000 per bond of A$1,000 Specified Denomination | ||||
15.
|
Early Redemption Amount(s) payable on |
Not Applicable | ||||
D-3
| redemption for taxation reasons or on event of default and/or the method of calculating the same: | ||||||
| GENERAL PROVISIONS APPLICABLE TO THE BONDS |
||||||
16.
|
Form of Bonds: | Permanent Global Note not exchangeable for Definitive Bonds |
||||
17.
|
Additional Financial Centre(s) or other special provisions relating to Payment Dates: | Not Applicable | ||||
18.
|
Talons for future Coupons or Receipts to be attached to Definitive Bonds (and dates on which such Talons mature): | No | ||||
19.
|
Other terms or special conditions: |
Not Applicable (When adding any other final terms consideration should be given as to whether such terms constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive) |
||||
| DISTRIBUTION |
||||||
20.
|
(i) | If syndicated, names and addresses of Managers and underwriting commitments: | [Not Applicable/give names and addresses and underwriting commitments] (Extra information will be required if the Managers and underwriters are not the same or if the placing is “best efforts”) | |||
| (ii) | Date of Dealer Agreement: | [ ] | ||||
| (iii) | Stabilizing Manager(s) (if any): |
[Not Applicable/give name(s)] | ||||
21.
|
If non-syndicated, name and address of relevant Dealer: | [give name and address] | ||||
22.
|
Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: |
TEFRA Not Applicable | ||||
D-4
23.
|
Additional selling restrictions: |
[Not Applicable/give details] |
LISTING APPLICATION
This pricing supplement comprises the final terms required to list and have admitted to
trading the issue of bonds described herein pursuant to the A$15,000,000,000 Global A$ Bond
Facility of Queensland Treasury Corporation.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in this
pricing supplement.
Signed on behalf of the Issuer:
By: |
||||
PART B – OTHER INFORMATION
1.
|
LISTING | |||
(i)
|
Listing: | Bourse de Luxembourg. | ||
(ii)
|
Admission to trading: | Application has been made for the bonds to be admitted to trading on the regulated market of the Bourse de Luxembourg with effect from [ ]. | ||
2.
|
RATINGS | |||
| Ratings: | The bonds to be issued have been rated: | |||
| [S&P: [ ]] | ||||
| [Xxxxx’x: [ ]] | ||||
| [[Other]: [ ]] | ||||
| [Include here a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.] |
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| A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Each rating should be evaluated independently of any other rating. | ||||
| (The above disclosure should reflect the rating allocated to bonds issued under the bond facility generally or, where the issue has been specifically rated, that rating.) |
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
[Save
for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the
issue of the bonds has an interest material to the offer. — Amend as appropriate if there are other
interests]
4.
REASON
FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
|
Reason for the Offer: | See “Use of Proceeds” section in the prospectus supplement. | ||
(ii)
|
Estimated net proceeds: | Not applicable. | ||
(iii)
|
Estimated total expenses: | Not applicable. | ||
5.
|
YIELD | |||
| Indication of yield: | [ ] | |||
| [Calculated as [include details of method of calculation in summary form] on the Issue Date.] | ||||
| The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. | ||||
6.
|
OPERATIONAL INFORMATION | |||
(i)
|
ISIN Code: | [ ] |
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(ii)
|
Common Code: | [ ] | ||
(iii)
|
CUSIP Code: | [ ] | ||
| (iv) Any clearing system(s) other than Depositary Trust Company, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): | Not Applicable | |||
(v)
|
Delivery: | Delivery [against/free of] payment | ||
(vi)
|
Names and addresses of additional Paying Agent(s) (if any): | [ ] | ||
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EXHIBIT E
FORM OF OPINION OF CROWN SOLICITOR, THE STATE OF QUEENSLAND
• December 2005
TO:
DEUTSCHE BANK SECURITIES INC.,
UBS LIMITED,
ABN AMRO BANK N.V.,
ABN AMRO INCORPORATED,
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
COMMONWEALTH BANK OF AUSTRALIA,
DEUTSCHE BANK AG, LONDON BRANCH,
MACQUARIE SECURITIES (USA) INC.,
MACQUARIE BANK LIMITED, LONDON BRANCH
NATIONAL AUSTRALIA BANK LIMITED,
ROYAL BANK OF CANADA (EUROPE) LIMITED,
CITIGROUP GLOBAL MARKETS LIMITED,
CITIGROUP GLOBAL MARKETS INC.,
THE TORONTO-DOMINION BANK,
WESTPAC BANKING CORPORATION.
UBS LIMITED,
ABN AMRO BANK N.V.,
ABN AMRO INCORPORATED,
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
COMMONWEALTH BANK OF AUSTRALIA,
DEUTSCHE BANK AG, LONDON BRANCH,
MACQUARIE SECURITIES (USA) INC.,
MACQUARIE BANK LIMITED, LONDON BRANCH
NATIONAL AUSTRALIA BANK LIMITED,
ROYAL BANK OF CANADA (EUROPE) LIMITED,
CITIGROUP GLOBAL MARKETS LIMITED,
CITIGROUP GLOBAL MARKETS INC.,
THE TORONTO-DOMINION BANK,
WESTPAC BANKING CORPORATION.
C/- DEUTSCHE BANK SECURITIES INC.
00 XXXX XXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 10005
U.S.A.
00 XXXX XXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 10005
U.S.A.
Dear Sirs,
Re: Queensland Treasury Corporation – Global A$ Bonds
| 1. | I have been requested to provide an opinion for the Queensland Treasury Corporation (“the Issuer”) and the Treasurer, on behalf of the Government of Queensland (meaning the Crown in right of the State of Queensland) (“the Guarantor”) in connection with the Amended and Restated Distribution Agreement dated as of • December 2005(“the Distribution Agreement”) among you the Dealers, the Issuer and the Guarantor of the Global A$ Bond Facility (“the Facility”) and the notes to be issued pursuant to the Facility under the Amended and Restated Fiscal Agency Agreement dated 1 November 2002 (“the Fiscal Agency Agreement”) among the Issuer, Deutsche Bank AG London Branch as Fiscal Agent and London Paying, Transfer and Authenticating Agent, Deutsche Bank Luxembourg S.A. as Luxembourg Paying and Transfer Agent |
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| and Deutsche Bank Trust Company Americas as New York Paying, Transfer and Authenticating Agent. | ||
| This opinion relates to the issue of up to A$15,000,000,000 aggregate principal amount of Global A$ Bonds outstanding at any one time to be offered and sold in accordance with the Distribution Agreement (individually, a “Bond” and collectively, the “Bonds”) and to be issued pursuant to the Fiscal Agency Agreement and guaranteed pursuant to a Deed of Guarantee dated 14 January 1993, a Deed of Guarantee dated 16 December 1993, a Deed of Guarantee dated 24 January 2001 and a Deed of Guarantee dated 4 December 2001 (collectively, “the Guarantee”) made by the Guarantor. Of such A$15,000,000,000 aggregate principal amount of Global A$ Bonds, Global A$ Bonds with an aggregate initial offering price equivalent to US$• less the aggregate principal amount or initial offering price (as the case may be) of other debt securities issued pursuant to the Registration Statement (described below), may be issued and sold in the United States. | ||
| I have examined the following documents:- |
| (a) | A copy of the Registration Statement relating to the registration of an additional US$2,000,000,000 of debt securities in the form in which it was filed on 14 December 2004 (“the Registration Statement”); | ||
| (b) | A copy of the Prospectus and the Prospectus Supplements relating to the Bonds and additional Bonds to be issued pursuant to the Facility contained in the Registration Statement (collectively called “the Prospectus”); | ||
| (c) | A copy of the Distribution Agreement; | ||
| (d) | A copy of the Fiscal Agency Agreement; | ||
| (e) | The Guarantee; | ||
| (f) | Certified copies of the Executive Council Minutes passed and recorded on 17 December 1992 and 16 December 1993 in relation to the Guarantee; | ||
| (g) | The forms of the Definitive Fixed Rate Bond and Global Fixed Rate Bond being Exhibits A and B respectively to the Fiscal Agency Agreement; | ||
| (h) | A copy of Instruments of Authorisation dated 18 May 1990 and 30 May 1990 executed by the Issuer appointing authorised persons to sign agreements and other documents in connection with the Facility; a copy of Instruments of Authorisation dated 22 May 1990 and 31 May 1990 executed by the Guarantor appointing authorised persons to sign agreements and other documents in connection with the Facility; | ||
| (i) | A copy of the Instrument of Delegation dated 8 October 2002 executed by the Issuer delegating its powers, authorities, functions and duties under the Queensland Treasury Corporation Xxx 0000 to the Queensland Treasury Corporation Capital Markets Board (“the Board”); |
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| (j) | The Policy Guidelines and Authorisations (last reviewed in May 2005) providing, inter alia, that in respect of financial arrangements pursuant to or consequent to financial arrangements already entered into by the Issuer, such financial arrangements may be approved by the Chief Executive of the Issuer; | ||
| (k) | The approval of the Chief Executive of the Issuer dated 28 November 2005 in respect of the issue of the Prospectus and to proceed with the update of the Facility; | ||
| (l) | A copy of the re-appointment of Xxxxxx Xxxxxxx Xxxxxxx as Under Treasurer and Under Secretary, Treasury Department of the State of Queensland as gazetted on 10 October 2003; | ||
| (m) | A copy of the appointment of Xxxxx Xxxxxxx Xxxxxxx as Premier and Treasurer of the State of Queensland as gazetted on 28 July 2005; and | ||
| (n) | A copy of letters from the Issuer and the Guarantor appointing Deutsche Bank Trust Company Americas as their agent to receive service of process under the Documents and a copy of the acceptance of that appointment. |
| In this Opinion, the expression “Documents” means the Registration Statement, the Prospectus, the Distribution Agreement, the Fiscal Agency Agreement, the Guarantee, the notes, and the documents referred to in paragraphs 1(h) to (n). |
| 2. | In giving this opinion, I have made the following assumptions:- |
| (a) | that originals of all documents executed or to be executed have been or will be validly authorised, executed and delivered by all of the parties (other than the Issuer and the Guarantor) in the form provided to me; | ||
| (b) | that insofar as any obligation under the Documents is to be performed in any jurisdiction outside the Commonwealth of Australia, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction; | ||
| (c) | the genuineness and propriety of all signatures (other than on behalf of the Issuer and the Guarantor) on all documents and the completeness, and the conformity to original documents, of all copies submitted to me; | ||
| (d) | in connection with paragraphs 4(d), 4(l) and 4(n), that at the time of the issue, sale and delivery of each particular Bond, the authorisation of the Bonds and the Guarantee will not have been modified or rescinded and, with respect to each Bond, that the Bond will conform to the draft forms of the Bonds examined by me; | ||
| (e) | in connection with paragraphs 4(d) and 4(n), that at the time of the issue, sale and delivery of each particular Bond there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Bond or the Guarantee and that the issue, sale and delivery of the Bond, all of the terms of the Bond and the Guarantee and the performance by the Issuer and the Guarantor of their respective obligations thereunder and under the Fiscal Agency |
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| Agreement will comply with applicable law and with each requirement or restriction imposed by any Court or governmental body having jurisdiction over the Issuer or the Guarantor and will not result in a default under or a breach of any agreement or instrument then binding upon the Issuer or the Guarantor; |
| (f) | in connection with paragraphs 4(l) and 4(n), that with respect to each particular Bond that the inclusion of any alternative or additional terms that are not currently specified in the draft forms of Bond examined by me would not require the Issuer or the Guarantor to obtain any regulatory consent, authorisation or approval or make any regulatory filing in order for the Issuer to issue, sell and deliver such Bond and for the Guarantor to issue the Guarantee; | ||
| (g) | that the issue of the Bonds will satisfy the “public offer test” prescribed by section 128F of the Income Tax Assessment Act 1936 (Commonwealth); and | ||
| (h) | in any event no other documentation or other factual matter is in existence which has not been shown or disclosed to me, and which could or might cause me to alter or vary my views concerning any of the matters dealt with in this opinion. |
| 3. | This opinion is limited to the laws of the Commonwealth of Australia and the State of Queensland. Any reference in this opinion to the laws of the State of Queensland includes the applicable laws of the Commonwealth of Australia. As to all matters of law of the State of New York, I have made no independent investigation and do not hold myself out as being conversant with those laws. |
| 4. | Based upon and subject to the foregoing, I am of the opinion that:- |
| (a) | The Issuer has been duly constituted a corporation sole and is validly existing under the laws of the State of Queensland and is properly qualified and entitled to carry on its functions. | ||
| (b) | The Issuer has the corporate power and statutory authority to enter into and execute the Documents to which it is a party, to carry out their terms and provisions and to offer for subscription, issue and deliver the Bonds and perform its obligations under them. The Guarantor has statutory power to enter into, to execute and perform its obligations under the Guarantee. The Treasurer of the State of Queensland has the authority to enter into and execute for and on behalf of the Guarantor each of the Documents to which it is a party, and the Guarantor has the power to perform all of its obligations under them. | ||
| (c) | The execution by the Issuer and the Guarantor of the Documents and the offering, issue, sale and delivery of the Bonds pursuant to the terms of the Distribution Agreement and the Fiscal Agency Agreement and the performance of all their obligations under them have been duly authorised in accordance with the laws of the State of Queensland. The execution of the Documents by the Issuer and on behalf of the Guarantor, in the case of the Documents to which it is a party, and the execution of the Guarantee by the Treasurer of the State of Queensland on behalf of the Guarantor will constitute valid executions. To the best of my knowledge, information and belief, the Documents do not and will not in their terms or effects conflict with, or result in a breach of or constitute a |
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| default under, any other agreement or obligation executed by the Issuer or the Guarantor. | |||
| The execution and delivery by the Issuer and the Guarantor of the Documents and the performance of their obligations under them will not contravene any law of the Commonwealth of Australia or Queensland. |
| (d) | The obligations of each of the Issuer and the Guarantor under each of the Documents to which it is a party are valid and binding and the issue of the Bonds is authorised in accordance with the provisions of section 18 of the Queensland Treasury Corporation Xxx 0000. When the terms of a particular Bond and of its issue and sale have been duly authorised and established by all necessary action in conformity with the Fiscal Agency Agreement, and the Bond has been duly completed, executed, authenticated and issued in accordance with the Fiscal Agency Agreement and delivered against payment as contemplated by the Distribution Agreement, the Bond will be validly issued and will constitute valid, binding and enforceable obligations of the Issuer and the Guarantor, and the Guarantee will constitute valid, binding and enforceable obligations of the Guarantor. | ||
| Upon a holder of the Bond effecting a transfer of its interest in the Bond pursuant to the terms and conditions of the Bonds and the entry of the relevant transferee on the Register for the Issuer’s Domestic Inscribed Stock in the manner envisaged in the terms and conditions of the Bonds there will have been validly issued to the holder Domestic Inscribed Stock for the relevant amount and no further act or authorisation will be required on the part of the Issuer in relation to such issue. | |||
| The term “enforceable” as used in this opinion means that the obligations assumed or to be assumed by the Issuer under the Distribution Agreement, the Fiscal Agency Agreement and the Bonds, and the Guarantor under the Distribution Agreement and the Guarantee, are of a type which the Australian Courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:- |
| (i) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation and other laws of general application relating to or affecting the rights of creditors; | ||
| (ii) | enforcement may be limited by general principles of equity — for example, equitable remedies may not be available where damages are considered to be an adequate remedy; | ||
| (iii) | claims may become barred under statutes of limitation or may be or become subject to defences of set-off or counterclaim; | ||
| (iv) | where obligations are to be performed in a jurisdiction outside Queensland, they may not be enforceable in Queensland to the extent that performance would be illegal under the laws of that jurisdiction. |
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| (e) | At the time of issue, the Bonds will rank pari passu with all other direct and general unsecured obligations of the Issuer for borrowed money without any preference granted by the Issuer one above the other by reason of priority of date of issue, currency of payment or otherwise. | ||
| (f) | The choice of the law of the State of New York in the United States of America as the governing law of the Fiscal Agency Agreement, the Distribution Agreement, the Bonds and the Guarantee is a valid choice of law. | ||
| (g) | Any provisions in the Fiscal Agency Agreement, the Distribution Agreement and the Bonds for the submission by the Issuer and the Guarantor, and in the Guarantee for the submission by the Guarantor, to the jurisdiction of the State or Federal Courts in the City or State of New York, will be recognised as a valid submission to that jurisdiction. | ||
| (h) | To enforce a conclusive and unsatisfied judgment which is enforceable by execution in New York and obtained in relation to the Documents in a superior court of New York having jurisdiction to give that judgment, it is necessary for the judgment creditor to bring separate proceedings in the appropriate Courts of Queensland founded on the judgment and those Courts could reasonably be expected in the circumstances to give conclusive effect to the judgment for the purpose of the proceedings. | ||
| (i) | The courts of the State of Queensland will recognise as a valid judgment and will recognise for the purposes of enforcement any final and conclusive judgment for a sum of money (not being in respect of a tax or other charge of a like nature or in respect of a fine or other penalty) which is not wholly satisfied and which could be enforced by execution in New York obtained in a Federal Court of the United States located in the City or State of New York or a Court of the State of New York, against the Issuer or the Guarantor in an action instituted by service of process on the authorised agent of the Issuer or the Guarantor in accordance with the terms and conditions of any of the Documents to which the Issuer or the Guarantor is a party and will give effect to it provided that:- |
| (i) | the judgment is not obtained by fraud, duress or in a manner contrary to natural justice; | ||
| (ii) | enforcement of the judgment is not contrary to public policy in Queensland (and I have no reason to believe that enforcement of a judgment so obtained would be contrary to present public policy in Queensland); | ||
| (iii) | that the party seeking enforcement is not estopped from relying on the judgment by reason of estoppel arising out of a prior judgment within the State of Queensland between the same parties and concerning the same issue or issues; and | ||
| (iv) | the rights under the judgment are vested in the person by whom the application for registration is made. |
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| (j) | In the case of default by the Issuer or the Guarantor in the carrying out or performance of obligations under the Documents, such action or suits or other proceedings will be capable of being instituted in the State of Queensland against the Issuer or the Guarantor as might be instituted had the Documents been made between private persons. Damages and costs will be capable of being recovered as nearly as possible against the Issuer and the Guarantor as might be recovered had the Documents been made between private persons. | ||
| The Issuer and the Guarantor, as agents of the Crown, enjoy all the immunities of the Crown, except where those immunities have been taken away by statute. The Crown Proceedings Act 1980 (Queensland) has removed the immunity of the Crown from execution in respect of all property vested in Her Majesty in right of the State of Queensland other than:- |
| (i) | all property used, occupied or enjoyed or intended so to be by the Governor for the time being; | ||
| (ii) | the Parliamentary buildings at Brisbane and all property in them or used or occupied in connection with them for the purposes of Parliament or of the Legislative Assembly; | ||
| (iii) | Supreme Court houses and other Court houses and offices; | ||
| (iv) | all corrective services facilities within the meaning of the Corrective Services Xxx 0000 (Queensland) and all property in them or used or occupied in connection with them. |
| In addition, the Issuer has, pursuant to section 24(5) of the Queensland Treasury Corporation Xxx 0000, and the Guarantor has, pursuant to section 33(7) of that Act, the statutory power to expressly waive their immunity (if any) under any Act or rule of law from proceedings. The provisions within the Documents for the waiver of immunity by the Issuer or the Guarantor are within their statutory powers, valid, binding and enforceable. |
| (k) | The obligations of the Guarantor under the Guarantee are direct, unconditional and general obligations of the Guarantor enforceable against the Guarantor in accordance with the conditions of the Guarantee. All monies payable under the Guarantee shall be a charge upon and be paid out of the Consolidated Fund of the State of Queensland which is to the necessary extent appropriated accordingly by virtue of section 34 of the Queensland Treasury Corporation Xxx 0000. | ||
| (l) | All the necessary consents, licences, approvals and authorisations of, and registrations or declarations with, any government or other authority required in the State of Queensland and the Commonwealth of Australia in connection with the execution, delivery, performance, validity, enforceability or admissibility in evidence of the Documents in the State of Queensland and the Commonwealth of Australia, have been obtained and made and are in full force and effect. |
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| (m) | The Documents are not subject to any tax or other charge, including but not limited to registration or stamp tax, in the State of Queensland or the Commonwealth of Australia. | ||
| (n) | The execution, delivery and performance of the Documents will not violate any present applicable law or regulation or order or decree binding on the Issuer or the Guarantor or any other governmental authority, Court or agent of the Commonwealth of Australia or the State of Queensland. | ||
| (o) | To the best of my knowledge, information and belief there are no litigation or administrative or arbitration proceedings of or before any Court or government authority or agency or tribunal to which the Issuer or the Guarantor is a party pending (or to my knowledge threatened) to enjoin or restrain the execution or performance of the Fiscal Agency Agreement, Distribution Agreement, Bonds or Guarantee, or in any manner to question the validity of the Fiscal Agency Agreement, Distribution Agreement, Bonds or Guarantee. | ||
| (p) | The Guarantee may be enforced in accordance with its terms without exhaustion of remedies against the Issuer. | ||
| (q) | The acquisition, ownership or disposal of the Bonds or receipt of amounts in respect of principal of or interest on and any other monies payable under the terms of the Bonds by a Bondholder who is not a “resident of Australia” within the meaning of the Income Tax Assessment Xxx 0000 of Australia, does not result in the imposition of or liability for (either directly or by way of deduction, withholding or otherwise) any taxes, assessment or other charges which are imposed by the Commonwealth of Australia, the State of Queensland or any taxing authority of the Commonwealth of Australia or the State of Queensland. | ||
| (r) | All statements relating to the laws of the Commonwealth of Australia and the State of Queensland in the Registration Statement are true and correct. Nothing has come to my attention to cause me to believe that the Registration Statement, as of the effective date of the Registration Statement, or the Prospectus included in the Registration Statement, as of the date of the Prospectus Supplement, contained an untrue statement of a material fact or omitted to state a material fact. However, I express no opinion or belief as to the financial statements or other financial data contained in the Registration Statement. |
This opinion is addressed solely to you, but its contents may also be relied upon by your legal
advisers and the Fiscal Agent, as though this opinion has been addressed to them. Other than this,
this opinion is not to be transmitted to any other person, nor is it to be relied upon by any other
person or for any other purpose unless specifically authorised by me so to do.
Yours faithfully,
XX Xxxx
Crown Solicitor
TRE086/109:1166981
Crown Solicitor
TRE086/109:1166981
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