SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2007

Australia and New Zealand Banking Group Limited
ACN 005 357 522
(Translation of registrant’s name into English)

Level 6, 100 Queen Street Melbourne Victoria 3000 Australia
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x

 

Form 40-F o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o

 

No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

This Report on Form 6-K shall be deemed to be incorporated by reference in the prospectus included in the Registration Statement on Form F-3 (No. 333 - 113524) of Australia and New Zealand Banking Group Limited and to be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

This Form 6-K may contain certain forward-looking statements, including statements regarding (i) economic and financial forecasts, (ii) anticipated implementation of certain control systems and programs, (iii) the expected outcomes of legal proceedings and (iv) strategic priorities.  Such forward- looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and which may cause actual results to differ materially from those expressed in the forward-looking statement contained in these forward- looking statements.  For example, these forward-looking statements may be affected by movements in exchange rates and interest rates, general economic conditions, our ability to acquire or develop necessary technology, our ability to attract and retain qualified personnel, government regulation, the competitive environment and political and regulatory policies.  There can be no assurance that actual outcomes will not differ materially from the forward-looking statements contained in the Form 6-K.

 




Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Australia and New Zealand
Banking Group Limited

 

 

 

(Registrant)

 

 

 

 

 

 

By:

/s/ John Priestley

 

 

 

Company Secretary

 

 

 

(Signature)*

 

 

 

 

 

 

 

Date 02 February 2007

 

 

 


* Print the name and title of the signing officer under his signature.

2




Appendix 3B

New issue announcement

 

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available.  Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96.  Origin: Appendix 5.  Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Australia and New Zealand Banking Group Limited

ABN

11 005 357 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1

 

+Class of +securities issued or to be issued

 

Up to an unlimited amount of Medium Term Notes and Transferable Certificates of Deposit

 

 

 

 

 

 

 

2

 

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

A$100,000,000 in aggregate principal amount.

 

 

 

 

 

 

 

3

 

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

 

See the Information Memorandum of ANZ dated 23 April 2004 in respect of ANZ’s AUD Domestic Debt Issue Program and the pricing supplement dated 31 January 2007 for the securities.


+ See chapter 19 for defined terms.

 

1




 

4

 

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

·  the date from which they do

·  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

The notes will be fungible with Tranches 1 & 2 of the existing ANZ Mar-2010 series; details of the existing series:

·   A$650,000,000

·   Coupon: 6.00%pa

·   Maturity Date: 1/3/2010

·   ASX Code: ANZHJ

 

 

 

 

 

 

 

5

 

Issue price or consideration

 

Issue price for the securities is 100.654% of the aggregate principal amount of the securities (which includes accrued interest of 2.519%). The securities will pay a Coupon of 6.00% pa payable semi-annually on 1 March and 1 September of each year with the first Coupon payable on 1 March 2007.

 

 

 

 

 

 

 

 6

 

Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

 

General corporate purposes

 

 

 

 

 

 

 

7

 

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

31 January 2007

 

 

 

 

 

 

 

 

 

 

 

Number

 

+Class

8

 

Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

 

1,844,123,269

10,000,000

 

Ordinary fully paid

2003 ANZ Stapled Exchangeable Preferred Securities


+ See chapter 19 for defined terms.

 

2




 

 

 

 

AUD600m Floating Rate TCD due October 2007          

 

 

 

 

 

 

 

 

 

AUD500m 5.80% TCD due October 2007

 

 

 

 

 

 

 

 

 

AUD1195m 5.00% TCD due May 2008

 

 

 

 

 

 

 

 

 

AUD600m Floating Rate TCD due May 2008

 

 

 

 

 

 

 

 

 

AUD400m Floating Rate TCD due March 2009

 

 

 

 

 

 

 

 

 

AUD1,025m 6.00% TCD due March 2009

 

 

 

 

 

 

 

 

 

AUD750m 6.00% TCD due March 2010

 

 

 

 

 

 

 

 

 

AUD1050m Floating Rate TCD due March 2010

 

 

 

 

 

 

 

 

 

AUD450m 6.00% TCD due March 2011

 

 

 

 

 

 

 

 

 

AUD700m Floating Rate TCD due March 2011

 

 

 

 

 

 

 

 

 

AUD600m 6.50% TCD due November 2011

 

 

 

 

 

 

 

 

 

AUD650m Floating Rate TCD due November 2011

 

 

 

 

 

 

 

 

 

AUD350m 6.50% Subordinated Notes due May 2014

 

 

 

 

 

 

 

 

 

AUD380m Floating Rate Subordinated Notes due May 2014

 

 

 

 

 

 

 

 

 

AUD300m 6.00% Subordinated Notes due August 2015

 

 

 

 

 

 

 

 

 

AUD400m Floating Rate Subordinated Notes due August 2015

 

 

 

 

 

 

 

 

 

AUD300m 6.25% Subordinated Notes due May 2016

 

 

 

 

 

 

 

 

 

AUD300m Floating Rate Subordinated Notes due May 2016

 

3




 

 

 

 

Number

 

+Class

9

 

Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

 

27,196,048

 

Options on issue

 

 

 

 

350,000

 

2003 Redeemable Preference Shares

 

 

 

 

750,000

 

2003 Redeemable Preference Shares (Series 2)

 

 

 

 

500,000

 

December 2004 Euro Preference Shares

 

 

 

 

 

 

 

10

 

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

 

Not Applicable

 

 

 

Part 2 -  Bonus issue or pro rata issue

 

 

 

 

11

 

Is security holder approval required?

 

 

 

 

 

 

 

12

 

Is the issue renounceable or non-renounceable?

 

 

 

 

 

 

 

13

 

Ratio in which the +securities will be offered

 

 

 

 

 

 

 

14

 

+Class of +securities to which the offer relates

 

 

 

 

 

 

 

15

 

+Record date to determine entitlements

 

 

 

 

 

 

 

16

 

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

 

 

 

 

 

 

 

17

 

Policy for deciding entitlements in relation to fractions

 

 

 

 

 

 

 

18

 

Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

 

 

 

 

 

 

 

19

 

Closing date for receipt of acceptances or renunciations

 

 


+ See chapter 19 for defined terms.

 

4




 

20

 

Names of any underwriters

 

 

 

 

 

 

 

21

 

Amount of any underwriting fee or commission

 

 

 

 

 

 

 

22

 

Names of any brokers to the issue

 

 

 

 

 

 

 

23

 

Fee or commission payable to the broker to the issue

 

 

 

 

 

 

 

24

 

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of  security holders

 

 

 

 

 

 

 

25

 

If the issue is contingent on +security holders’ approval, the date of the meeting

 

 

 

 

 

 

 

26

 

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

 

 

 

 

 

 

 

27

 

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

 

 

 

 

 

 

 

28

 

Date rights trading will begin (if applicable)

 

 

 

 

 

 

 

29

 

Date rights trading will end (if applicable)

 

 

 

 

 

 

 

30

 

How do +security holders sell their entitlements in full through a broker?

 

 

 

 

 

 

 

31

 

How do +security holders sell part of their entitlements through a broker and accept for the balance?

 

 


+ See chapter 19 for defined terms.

 

5




 

32

 

How do +security holders dispose of their entitlements (except by sale through a broker)?

 

 

 

 

 

 

 

33

 

+Despatch date

 

 

 

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34

 

Type of securities
(tick one)

 

 

 

 

 

 

 

(a)

 

x

Securities described in Part 1

 

 

 

 

 

 

 

 

(b)

 

o

All other securities

 

 

 

 

 

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

 

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

 

 

 

 

 

35

 

o

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

 

 

 

 

 

 

36

 

o

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

 

 

 

 

 

 

37

 

x

A copy of any trust deed for the additional +securities See Deed Poll


+ See chapter 19 for defined terms.

 

6




Entities that have ticked box 34(b)

38

 

 

Number of securities for which +quotation is sought

 

 

 

 

 

 

 

 

39

 

 

Class of  +securities for which quotation is sought

 

 

 

 

 

 

 

 

40

 

 

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

·  the date from which they do

·  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

 

 

 

 

 

 

 

 

41

 

 

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

+Class

42

 

 

Number and +class of all +securities quoted on ASX (including the securities in clause 38)

 

 

 

 


+ See chapter 19 for defined terms.

 

7




Quotation agreement

1                                         +Quotation of our additional +securities is in ASX’s absolute discretion.  ASX may quote the +securities on any conditions it decides.

2                                         We warrant the following to ASX.

·                                          The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

·                                          There is no reason why those +securities should not be granted +quotation.

·                                          An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

·                                          Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

·                                          We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.

·                                          If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3                                         We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4                                         We give ASX the information and documents required by this form.  If any information or document not available now, will give it to ASX before +quotation of the +securities begins.  We acknowledge that ASX is relying on the information and documents.  We warrant that they are (will be) true and complete.

Sign here:

 

Date: 31 January 2007

 

 

 

Company secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

Print name:

John Priestley

 

 

 


+ See chapter 19 for defined terms.

 

8