FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

For the month of  March, 2004

 

Australia and New Zealand Banking Group Limited

(Translation of registrant’s name into English)

 

Level 6, 100 Queen Street Melbourne Victoria Australia

(Address of principal executive offices)

 

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

 

Form 20-F  ý        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   ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    

 

 



 

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

 

Assistant Company Secretary

 

 

Date 12 March 2004

 

2



 

 

Media Release

Corporate Affairs

 

Level 22, 100 Queen Street

 

Melbourne Vic 3000

 

Facsimile 03 9273 4899

 

www.anz.com

 

For Release: 25 February 2004

 

ANZ confirms 2004 earnings outlook

 

ANZ today issued a shareholder update confirming it is on track to achieve earnings growth for full year 2004 in line with market expectations of around 9% cash earnings per share growth.*  This excludes expenditure on the integration of The National Bank of New Zealand, which is expected to be concentrated in 2005 rather than this year.

 

ANZ Chief Executive Officer Mr John McFarlane said: “ANZ is performing well despite interchange reform, rising interest rates and the strengthening Australian dollar.  Our progress demonstrates the quality of our underlying businesses, a strong performance culture and the strength of the Australian and New Zealand economies.

 

“We are very pleased with our acquisition of The National Bank of New Zealand which is transformational and accretive for the Group.  Customer attrition has been negligible and there have been no material financial or risk surprises.

 

“The acquisition creates the leading banking franchise in all segments in New Zealand, which is an attractive low risk market, and improves the sustainability of the Group’s business mix.  It enriches our capabilities in retail banking, rural banking and small to medium business, which have not been areas of traditional strength in the Group.  Integration planning is well advanced.  As we anticipated, the regulatory and technology aspects are complex.  We continue to expect cost synergies from integration however our main focus continues to be customer retention, franchise development and growth.  Our ANZ branded business in New Zealand continues to improve.

 

“Credit cards have performed above expectations despite the impact of Reserve Bank of Australia reforms.   We are seeing progress in Personal Banking in Australia where recent Roy Morgan research showed ANZ ahead of the other major banks in customer satisfaction but still below some of the regional banks and our own expectations.  The ING joint venture has continued to show improved performance.  Strong demand in Mortgages however has been offset by the impact of rising interest rates on mortgage margins.  Corporate and Small Business are performing well while in Institutional Financial Services overall performance has been flat, driven primarily by the continued reduction of non-core lending which has reduced higher risk revenue streams.

 

“We have moved to increase costs as we invest in the customer franchise while maintaining our cost-income ratio at or below 45%.

 

“In 1998 we began a journey to improve the quality of earnings by reducing risk, particularly by withdrawing from high-risk international markets, and reducing credit concentrations and market risk.  As a result, the expected credit loss rate has been reduced and ANZ now has above average trading earnings, yet with the lowest traded value at risk of the major banks,” Mr McFarlane said.

 


* Excludes goodwill, net gains arising from significant transactions relating to hybrid capital and adjusting for the bonus element of the rights issue.

 

2



 

Business Segment Update

 

Consumer Finance.  Our credit card business is performing well.  Changes to our loyalty programs made in early November following the reforms introduced by the Reserve Bank were well managed and customer reaction has been more positive than we expected.  As planned, the changes have moderated transaction use on loyalty cards and this, assisted by ANZ’s partnership with Diners Club Australia, is significantly lowering overall loyalty expenses.

 

Corporate and Small-Medium Business.  The Corporate and SME banking businesses are performing strongly.  The middle market and SME sector in Australia remains relatively buoyant and ANZ’s lending volumes at the end of January 2004 were up by more than 20% on January 2003.  We are continuing to grow market share in the SME segment as we invest in growth initiatives such as an increased geographic footprint, broker channels and new services such specialist franchisee banking.

 

Institutional Financial Services. The performance of this business has been relatively flat.  In the half to date this has been driven primarily by the continued de-risking of the non-core lending portfolio, leading to a reduction in higher risk revenue streams, and the impact of the stronger Australian dollar.  Transaction Services is expected to improve from a subdued second half in 2003.  While Institutional Banking is starting to see improved lending opportunities, the benefits are more likely to be seen in the second half.

 

Personal Banking Australia.  The business is performing well assisted by the rising interest rate environment, good deposit growth, strong mortgage sales and some increase in customer numbers.  Deposit products are continuing to perform well with volumes at the end of January 2004 up 10% on January 2003.

 

Mortgages.  As expected in a rising interest rate environment profit will be down as very strong volume growth has been more than offset by margin pressure.  Volumes have remained strong with January 2004 FUM up 20% on January 2003.  More recently there has been a modest slowing in approvals, although this is partly seasonal.

 

New Zealand.  Our New Zealand businesses are performing in line with expectations - earnings are up materially following the acquisition of The National Bank of New Zealand.  We have been encouraged by the initial staff and customer reaction to the acquisition.  NBNZ has not experienced any adverse trend in customer attrition to date while ANZ New Zealand is performing strongly following a successful brand advertising campaign.  Integration planning is well advanced.  ANZ will provide an update to the market on its New Zealand businesses on 11 March 2004.

 

Asset Finance.  As expected, the performance of Asset Finance is relatively flat.  Car sales are beginning to slow although the business is continuing to benefit from its new business model and market leadership position.

 

Wealth Management.  ING Australia, ANZ’s wealth management joint venture, continues to improve its performance and the momentum in this business is encouraging.  Retail FUM grew by 15.8% during the year to December 2003 compared with an industry average growth rate of 13.5% based on Assirt data.

 

Credit Quality.  Credit quality continues to improve and we are anticipating expected loss rates and specific provision levels to be lower.  Domestic credit quality continues to be sound, reflecting the strength of the Australian and New Zealand economies.  Arrears levels in our consumer businesses remain at very low levels.  Specific provisions from the offshore investment banking portfolio have been low in the half to date. As foreshadowed at our 2003 full-year results, the de-risking in the offshore portfolio and stabilisation of credit conditions may lead to a reduction in the additional economic loss provision charge which has been recognised for the past two years in response to the unexpected level of offshore defaults.

 

ANZ will report its Interim Results for the period ended 31 March 2004 in Sydney on 27 April 2004.

 

3



 

For media enquiries contact:

 

For analyst enquiries contact:

 

 

 

Paul Edwards

 

Simon Fraser

Head of Media Relations

 

Head of Investor Relations

Tel: 03-92736955 or 0409-655 550

 

Tel: 03-9273 4185 or 0412-823 721

Email: paul.edwards@anz.com

 

Email: simon.fraser@anz.com

 

 

 

 

 

Stephen Higgins

 

 

Senior Manager Investor Relations

 

 

Tel: 0417-379 170

 

 

Email: higgins@anz.com

 



 

 

NEWS RELEASE

 

Sydney, Australia Monday 1 March 2004

 

ING Australia posts 50% increase in net profit

 

Australia’s fourth largest retail fund manager and life insurer, owned 51% by ING Group and 49% by ANZ, has posted a 50% increase* in net profit after tax to $215.4 million for the year ended December 2003.

 

ING Australia reduced its total expenses by 12.5 per cent to $394.5 million, well ahead of the target outlined at the time of its formation as a joint venture on 1 May 2002.

 

Highlights were a strong profit result across the life risk portfolio and a rebound in investment earnings.

 

Paul Bedbrook, who took over as CEO in July 2003 said:

 

“It’s a good result in what has been a challenging operating environment. Given that investment markets and investor sentiment are recovering we are now well positioned for future growth. Our improved financial management means that any business growth should directly improve the bottom line.

 

“Since the joint venture was formed we have held market share, substantially reduced our cost base and integrated the respective ING and ANZ operations.  This has been achieved through a period of volatile investment markets, low investor confidence and substantial regulatory change.

 

“We are now developing a strong channel distribution focus to better leverage our distribution strengths. With a very strong brand, full service capability, and ability to distribute through the bank network, our own dealer groups, other dealer groups and the so-called ‘boutique’ planner groups, we are well placed for the future.

 

“Our challenge now is to continue to drive efficiencies throughout the company and work closely with our major distribution partners to grow the business.”

 

Other 2003 business highlights included:

 

                  Launched ANZ OneAnswer investment, superannuation and retirement income product suite in June 2003

                  Very strong inflows of ANZ loan-linked insurance

                  Transition of ANZ multi-manager funds to ING’s multi-manager Optimix, which now has $4 billion in funds under management and has been included on all major ING and ANZ product platforms

                  Reorganised sales and distribution structure to leverage major distribution channels

                  Developed new business model and reorganised ING-owned dealer groups

 

1



 

                  Strengthened risk management and prepared for licensing under the new Financial Services Regime

                  Established common employment terms and conditions for staff from both ING and ANZ under a new Certified Agreement

 

Press enquiries: ING Australia

Stephen Sinclair, Corporate Communications Manager, Ph. 02 – 9234 8468

stephen.sinclair@ing.com.au

 

Note to the editor: * All financial results comparisons to the previous year 2002 are based on annualised results for the eight months following the joint venture’s formation on 1 May 2002.

 

 

About ING

 

ING Australia Limited (ING Australia) is one of Australia’s leading fund managers and life insurers with over $38 billion in assets under management and 2,000 staff. ING Australia is a joint venture between the global ING Group, which owns 51%, and one of Australia’s major banks, ANZ, which owns 49%.

 

ING Australia provides a broad range of financial products and services through an extensive network of professional financial advisers and financial institutions, including its own financial advice groups.

 

ING Group is one of the world’s largest wealth managers with more than 60 million customers, $800 billion in assets under management and 115,000 staff. ING Group’s global head office is in Amsterdam, The Netherlands, with operational headquarters around the world including Sydney, Australia.

 

2



 

Company Secretary’s Office

Australia and New Zealand Banking Group Limited

 

Level 6, 100 Queen Street

 

Melbourne, VIC 3000

 

Phone 61 3 9273 6141

 

Fax 61 3 9273 6142

 

www.anz.com

 

3 March 2004

 

 

The Manager

Company Announcements

Australian Stock Exchange

Level 10, 20 Bond Street

SYDNEY   NSW   2000

 

 

Advice of Tentative Dividend Dates 2004 and AGM

 

Australia and New Zealand Banking Group Limited advises the following proposed dates. These dates may be subject to change.

 

 

Interim Dividend

 

Announcement of Interim Results:

 

27 April 2004

Ex Date:

 

14 May 2004

Record Date:

 

20 May 2004

Payment Date:

 

1 July 2004

 

Final Dividend

 

Announcement of Annual Results:

 

26 October 2004

Ex Date:

 

04 November 2004

Record Date:

 

10 November 2004

Payment Date:

 

17 December 2004

 

 

The Annual General Meeting of the Company will be held in Melbourne on Friday, 17 December 2004.

 

 

Tim L’Estrange

Company Secretary

 



 

 

Media Release

 

 

Corporate Affairs

 

Level 22, 100 Queen Street

 

Melbourne Vic 3000

 

Facsimile 03 9273 4899

 

www.anz.com

 

For release: 11 March 2004

 

New Zealand operations update highlights

 

ANZ today held a New Zealand Operations Briefing in Auckland to update the market on its recent acquisition of The National Bank of New Zealand (NBNZ) and the performance of its New Zealand businesses.

 

Managing Director of ANZ New Zealand and Chief Executive of The National Bank of New Zealand, Sir John Anderson said: “We are already seeing how well the dual brand and integration strategy is working with momentum in lending, new customers and high levels of staff satisfaction.”

 

Key points of the briefing hosted by ANZ Chief Financial Officer, Mr Peter Marriott, and Sir John Anderson were:

 

                  ANZ reconfirmed its strong earnings momentum with Group earnings for 2004 expected to be in line with expectations of around 9% cash earnings per share growth.  Credit quality is continuing to improve assisted by lower specific provisions in the Group’s offshore portfolio.

 

                  Protecting and building the Group’s franchise in New Zealand is central to integration planning following the acquisition of NBNZ with a very strong focus on customers and customer satisfaction.  Integration is targeted for completion by the end of 2005.

 

                  Momentum in New Zealand lending in 2003(1) has continued in early 2004 following the removal of uncertainty regarding the acquisition and management actions to rebuild and grow market share.  Total lending by NBNZ grew at 10.5%, above industry growth of 10% for the year ended December 2003.  After two years of relatively flat lending growth, total lending by ANZ New Zealand grew at 6% as ANZ’s program of management actions began to take effect.

 

                  NBNZ has continued to experience growth in net customer numbers in January and February 2004.  This reflects a positive staff and customer reaction to the dual-branding strategy following an initial post-acquisition slow-down in growth in November and December 2004.  ANZ customer acquisition has continued to show some weakness however management actions have been put in place to reinvest in the brand over the longer term including staff training programs and a new ANZ brand advertising campaign launched late in 2003.

 

                  Staff satisfaction(2) at ANZ New Zealand has improved from 78% in February 2003 to 86% in February 2004 while NBNZ’s high level of staff satisfaction has been maintained at 85%.  This reflects the removal of uncertainty following the acquisition, enthusiasm about the dual brand structure and the retention of an experienced management team across both franchises.

 

                  Despite acquisition uncertainties during 2003, NBNZ recorded a strong underlying performance in the year ended December 2003 with net profit after tax up 12.3% excluding pro-forma and acquisition adjustments.   NBNZ’s earnings for the period were released today in NBNZ’s General Disclosure Statement, which were impacted, by acquisition adjustments and accounting policy changes to conform to ANZ Group standards.

 


(1) December 2003 General Disclosure Statements

(2) ANZ Snapshot Survey and NBNZ Viewpoint Survey.

 

Australia and New Zealand Banking Group Limited  ABN 11 005 357 522

 



 

Mr Marriott said the acquisition of The National Bank of New Zealand had been transforming for ANZ creating the leading bank in New Zealand at a good price.

 

“In the three months since completion overall customer attrition has been negligible, there have been no material financial or risk surprises and we have continued to be impressed by the quality of the business,” he said.

 

Sir John Anderson said customer and staff reaction to the acquisition, including the dual-branding strategy, had been very positive after some natural initial apprehension.

 

“We are now over initial concerns about the acquisition and we are focussing on developing our franchise while carefully integrating the two businesses.  It is very pleasing to see the evidence of this now showing through in lending growth, customer acquisition and staff satisfaction.

 

“We are working though our integration planning and our next step is to commence detailed discussions on technology with the Reserve Bank of New Zealand,” Sir John said.

 

Details of the presentations made at today’s briefing can be found at www.anz.com.  A financial update on integration will be provided at ANZ’s Interim Results in Sydney on 27 April 2004.

 

 

For media enquiries, contact:

 

For analyst enquiries, contact:

 

 

 

Paul Edwards

 

Simon Fraser

Head of Group Media Relations

 

Head of Investor Relations

Tel: +61-409-655 550

 

Tel: +61-412-823 721

email: paul.edwards@anz.com

 

email: simon.fraser@anz.com

 

 

 

Cynthia Brophy

 

Stephen Higgins

General Manager Corporate Affairs

 

Senior Manager Investor Relations

The National Bank of New Zealand

 

Tel: +61-417-379 170

Tel: +64-4-802 2382 or +64-21-832 500

 

email: higgins@anz.com

email: cynthia.brophy@nbnz.co.nz

 

 

 



 

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.

 

 

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

 

Transferable Certificates of Deposit

 

 

 

 

 

2

 

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

 

Fixed Rate – A$675,000,000
Floating Rate – A$400,000,000

 

 

 

 

 

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 Information Memorandum dated 11 April 2003 previously lodged with ASX on 08 May 2003, and attached Pricing Supplements.

 


+ 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?

 

New class of 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

 

 

 

 

 

 

 

5

 

Issue price or consideration

 

Fixed Rate – 99.236
Floating Rate – 100

 

 

 

 

 

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

 

2 March 2004

 

 

 

 

 

8

 

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

 

Number

 

+Class

 

 

 

Available on request

 

 

 


+ See chapter 19 for defined terms.

 

2



 

9

 

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

 

Number

 

+Class

 

 

 

Available on request

 

 

 

 

 

 

 

10

 

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

 

N/a

 

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.

 

3



 

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.

 

4



 

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)

 

ý

 

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

 

ý

 

A copy of any trust deed for the additional +securities

 


+ See chapter 19 for defined terms.

 

5



 

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)

 

 

 

 

 

 

 

42

 

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

 

Number

 

+Class

 

 

 

 

 

 

 


+ See chapter 19 for defined terms.

 

6



 

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.

 


+ See chapter 19 for defined terms.

 

7



 

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: 27 February 2004

 

Company Secretary

 

 

 

 

Print name:

Timothy Paine

 

 

 


+ See chapter 19 for defined terms.

 

8



 

PRICING SUPPLEMENT

 

[ANZ LOGO]

 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)

 

 

Australian Dollar

Debt Issuance Programme

 

Series No: 16

Tranche No: 1

 

AUD 675,000,000 5.00% Fixed Rate Transferable Certificates of Deposit
Issue Price: 99.236 per cent.

 

 

ANZ CAPEL COURT LIMITED

(Australian Business Number 30 004 768 807)

 

ROYAL BANK OF CANADA

(Australian Business Number 86 076 ?40 880)

 

UBS AG, AUSTRALIA BRANCH

(Australian Business Number 47 0?8 129 613)

 

 

Dealers

 

 

The date of this Pricing Supplement is 26 February 2004

 

1



 

This document constitutes the Pricing Supplement relating to the issue of Securities described herein.  Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 11 April 2003.  This Pricing Supplement must be read in conjunction with the Information Memorandum.

 

1

 

Issuer:

 

Australia and New Zealand Banking Group Limited

 

 

 

 

 

2

 

(i)                                     Series Number:

 

18

 

 

 

 

 

 

 

(ii)                                  Tranche Number:

 

 

 

 

 

 

 

 

 

(If fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible).

 

Not Applicable

 

 

 

 

 

3

 

Specified Currency:

 

Australian Dollars

 

 

 

 

 

4

 

Aggregate Nominal Amount:

 

$875,000,000

 

 

 

 

 

5

 

(i)                                     Issue Price:

 

99,236 per cent. of the Aggregate Nominal Amount

 

 

 

 

 

 

 

(ii)                                  Net Proceeds:

 

$???,843,000

 

 

 

 

 

6

 

Specified Denomination(s):

 

$1,000

 

 

 

 

 

7

 

(i)                                     Issue Date:

 

2 March 2004

 

 

 

 

 

 

 

(ii)                                  Interest Commencement Date:

 

Issue Date

 

 

 

 

 

8

 

Maturity Date:

 

2 March 2009

 

 

 

 

 

9

 

Interest Basis:

 

6.00 Per cent. per annum Fixed Rate (Further Particulars specified Below)

 

 

 

 

 

10

 

Redemption/Payment Basis:

 

Redemption at Par

 

 

 

 

 

 

 

Change of Interest or Redemption/Payment Basis:

 

Not applicable

 

 

 

 

 

12

 

Put/Call Options:

 

Not applicable

 

 

 

 

 

13

 

Status of the Securities:

 

Transferable Certificates of Deposit

 

 

 

 

 

14

 

Listing:

 

Australian Stock Exchange

 

 

 

 

 

15

 

Method of distribution:

 

Syndicated

 

 

 

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 

 

 

 

 

 

 

16

 

Fixed Rate Security Provisions

 

Applicable

 

 

 

 

 

 

 

(i)                                     Rate of Interest:

 

6.00 per cent. per annum payable semi-annually in arrears

 

 

 

 

 

 

 

(ii)                                  Interest Payment Date(s):

 

2 March and 2 September in each year commencing 2 September 2004

 

 

 

 

 

 

 

(iii)                               Fixed Coupon Amount[(s)]:

 

$30 per $1,000 on each interest Payment Date

 

 

 

 

 

 

 

(iv)                              Broken Amount(s):

 

Not Applicable

 

1



 

 

 

(v)                                 Business day Convention:

 

Following Business Day Convention

 

 

 

 

 

 

 

(vi)                              Day Count Fraction:

 

R?A Bond Basis

 

 

 

 

 

 

 

Other terms relating to the method of calculating Interest for Fixed Rate Securities:

 

Not Applicable

 

 

 

 

 

 

 

(viii)                        Interest Determination Date

 

Not Applicable

 

 

 

 

 

17

 

Floating Rate Security Provisions

 

Not Applicable

 

 

 

 

 

18

 

Zero Coupon Security Provisions

 

Not Applicable

 

 

 

 

 

19

 

Index-Linked Interest Security Provisions

 

Not Applicable

 

 

 

 

 

PROVISIONS RELATING TO REDEMPTION

 

 

 

 

 

 

 

21

 

Call Option

 

Not Applicable

 

 

 

 

 

22

 

Put Option

 

Not Applicable

 

 

 

 

 

23

 

Final Redemption Amount:

 

Outstanding Nominal Amount

 

 

 

 

 

24

 

Early Redemption Amount:

 

 

 

 

 

 

 

 

 

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

 

 

 

 

 

 

 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

 

 

 

 

 

 

 

25

 

Form of Securities:

 

Registered

 

 

 

 

 

26

 

Additional Financial Centre(s) or other special provisions relating to Interest Payment Dates:

 

Not Applicable

 

 

 

 

 

27

 

Public Offer Test compliant

 

Yes

 

 

 

 

 

28

 

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Data(s):

 

Not Applicable

 

 

 

 

 

29

 

Consolidation provisions:

 

Not Applicable

 

 

 

 

 

30

 

Governing law:

 

State of Victoria

 

 

 

 

 

31

 

Other terms or special conditions:

 

Not Applicable

 

 

 

 

 

DISTRIBUTION

 

 

 

 

 

 

 

32

 

If syndicated, names of Lead Managers and the Dealers:

 

ANZ Capital Court Limited (Land Manager and Dealer)

 

 

 

 

 

 

 

 

 

Royal Bank of Canada UBS AQ, Australia Branch (Dealers)

 

 

 

 

 

33

 

If non-syndicated, name of Dealer:

 

Not Applicable

 

 

 

 

 

34

 

Additional selling restrictions:

 

Not Applicable

 

 

 

 

 

OPERATIONAL INFORMATION

 

 

 

 

 

 

 

35

 

ISIN:

 

AU0000ANZHC2

 

2



 

 

36

 

Common Code

 

ANZHC

 

 

 

 

 

37

 

Any clearing system(s) other than Austraclear and the relevant identification number(s):

 

Clearstream
Euroclear

 

LISTING APPLICATION

 

This Pricing Supplement enterprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 2 March 2004.

 

RESPONSIBILITY

 

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the Issuer:

 

By:

/s/ [ILLEGIBLE]

 

By:

[ILLEGIBLE]

 

 

Duty Authorised Signatory

 

 

Duty Authorised Signatory

 

 

3



 

PRICING SUPPLEMENT

 

[ANZ LOGO]

 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)

 

 

Australian Dollar

Debt Issuance Programme

 

Series No: 17

Tranche No: 1

 

AUD 400,000,000 Floating Rate Transferable Certificates of Deposit
Issue Price: 100 per cent.

 

 

ANZ CAPEL COURT LIMITED

(Australian Business Number 30 004 768 807)

 

ROYAL BANK OF CANADA

(Australian Business Number 89 076 940 880)

 

UBS AG, AUSTRALIA BRANCH

(Australian Business Number 47 0?8 129 613)

 

Dealers

 

The date of this Pricing Supplement 26 February 2004

 



 

This document constitutes the Pricing Supplement relating to the issue of Securities described herein.  Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the information Memorandum dated 11 April 2003.  This Pricing Supplement must be read in conjunction with the information Memorandum.

 

1

 

Issuer:

 

Australia and New Zealand Banking Group Limited

 

 

 

 

 

2

 

(i)

Series Number:

 

17

 

 

 

 

 

 

 

(ii)

Tranche Number:

 

1

 

 

 

 

 

 

 

(If fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

 

Not applicable

 

 

 

 

 

3

 

Specified Currency:

 

Australian Dollars

 

 

 

 

 

4

 

Aggregate Nominal Amount:

 

$400,000.00

 

 

 

 

 

5

 

(i)

Issue Price:

 

100 per cent, of the Aggregate Nominal Amount

 

 

 

 

 

 

 

(ii)

Not proceeds:

 

$400,000.00

 

 

 

 

 

 

 

Specified Denomination(s):

 

$1,000

 

 

 

 

 

 

 

(i)

Issue Date:

 

2 March 2004

 

 

 

 

 

 

 

(ii)

Interest Commencement Date:

 

Issue Date

 

 

 

 

 

8

 

Maturity Date:

 

2 March 2009

 

 

 

 

 

9

 

Interest Basic:

 

3 month BBSW - 0.17 per cent Floating Rate (Further particulars specified below)

 

 

 

 

 

10

 

Redemption Payment Basis:

 

Redemption at Par

 

 

 

 

 

11

 

Change of interest or Redemption/Payment Basis:

 

Not applicable

 

 

 

 

 

12

 

Put/Call Options:

 

Not applicable

 

 

 

 

 

13

 

Status of the Securities:

 

Transferable Certificates of Deposit

 

 

 

 

 

14

 

Listing:

 

Australian Stock Exchange

 

 

 

 

 

15

 

Method of distribution:

 

Syndicated

 

 

 

 

 

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

 

 

 

 

 

 

 

16

 

Fixed Rate Security Provisions

 

Not Applicable

 

 

 

 

 

17

 

Floating Rate Security Provisions

 

Applicable

 

 

 

 

 

 

 

(i)

Interest Period(s) Interest Payment Dates/Interest Period Date if not an Interest Payment Date:

 

3 months

 

 

 

 

 

 

 

 

(ii)

Business Day Convention:

 

Modified Following Business Day Convention

 

 

 

 

 

 

 

 

(iii)

Manner in which the Rate(s) of Interest is/are to be determined:

 

Screen Rate Determination

 

 

 

 

 

 

 

(iv)

Calculation Agent responsible for calculating the Rate(s) of interest and interest

 

ANZ Investment Bank

 

1



 

 

 

 

Amount(s):

 

 

 

 

 

 

 

 

 

 

(v)

Screen Rate Determination:

 

Applicable

 

 

 

 

 

 

 

 

 

?

Reference Rate:

 

3 month BBSW

 

 

 

 

 

 

 

 

 

 

 

Interest Determination Date(s):

 

The first day of each Interest Period

 

 

 

 

 

 

 

 

 

 

 

Relevant Screen Page:

 

?? screen page BBSW

 

 

 

 

 

 

 

 

 

(vi)

Margin(s):

 

+ 0.17 per cent, per annum

 

 

 

 

 

 

 

 

(vii)

Minimum Rate of Interest:

 

Not Applicable

 

 

 

 

 

 

 

 

(viii)

Maximum Rate of Interest:

 

Not Applicable

 

 

 

 

 

 

 

 

(ix)

Rate Multipler

 

Not Applicable

 

 

 

 

 

 

 

 

(x)

Day Count Fraction:

 

Actual/365

 

 

 

 

 

 

 

 

(xi)

Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

 

 

 

 

 

 

 

 

18

 

Zero Coupon Security Provisions

 

Not Applicable

 

 

 

 

 

19

 

Index-Linked Interest Security Provisions

 

Not Applicable

 

 

 

 

 

PROVISIONS RELATING TO REDEMPTION

 

 

 

 

 

 

 

21

 

Call Option

 

Not Applicable

 

 

 

 

 

22

 

Put Option

 

Not Applicable

 

 

 

 

 

23

 

Final Redemption Amount:

 

Outstanding National Amount

 

 

 

 

 

24

 

Early Redemption Amount:

 

 

 

 

 

 

 

 

 

Early Redemption Amount(s) payable on redemption for taxation reasons of on Event of Default and/or the method of calculating the same (if required or if different from that ?? out in the Conditions)

 

 

 

 

 

 

 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

 

 

 

 

 

 

 

25

 

Form of Securities:

 

Registered

 

 

 

 

 

26

 

Additional Financial Centre(s) or other special provisions ?? to Interest payment Dates:

 

Not Applicable

 

 

 

 

 

27

 

Public Offer Test compliant

 

Yes

 

 

 

 

 

28

 

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Data(s):

 

Not Applicable

 

 

 

 

 

29

 

Consolidation provisions:

 

Not Applicable

 

 

 

 

 

30

 

Governing law:

 

State of Victoria

 

 

 

 

 

31

 

Other terms or special conditions:

 

Not Applicable

 

2



 

DISTRIBUTION

 

 

 

 

 

 

 

32

 

If syndicated, names of Lead Managers and the Dealers:

 

ANZ Capel Court Limited
(Lead Manager and Dealer)

 

 

 

 

 

33

 

If non-syndicated, name of Dealer:

 

Not Applicable

 

 

 

 

 

34

 

Additional ?? restrictions:

 

Not Applicable

 

 

 

 

 

OPERATIONAL INFORMATION

 

 

 

 

 

 

 

35

 

ISIN:

 

??

 

 

 

 

 

36

 

Common Code

 

ANZH?

 

 

 

 

 

37

 

Any clearing system(s) other than Austraclear and the relevant identification number(s):

 

Clearstream
Euroclear

 

LIFTING APPLICATION

 

This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 2 March 2004.

 

RESPONSIBILITY

 

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the ??

 

By:

/s/ [ILLEGIBLE]

 

By:

[ILLEGIBLE]

 

 

Duty Authorised Signatory

 

 

Duty Authorised Signatory

 

 

3


11 March 2004

 

 

New Zealand

Operational Briefing

 

 

 

The National Bank

 

 



 

Agenda

 

Welcome

 

Simon Fraser

 

 

 

New Zealand Economic Review

 

John McDermott

 

 

 

Introduction

 

Peter Marriott

 

 

 

Strategic Overview

 

Sir John Anderson

 

 

 

Operational Overview

 

Steven Fyfe

 

 

 

NBNZ Branch Banking

 

Henry Ford

 

 

 

Business Banking

 

Craig Sims

 

 

 

Rural Banking

 

Charlie Graham

 

 

 

Integration

 

Grahame Miller

 

 

 

NBNZ GDS, Conclusion and Q&A

 

Peter Marriott

 

2



 

11 March 2004

 

 

New Zealand
Operational Briefing

 

New Zealand Economic Review

 

 

John McDermott

 

Chief Economist, NBNZ

 

3



 

The NZ economy: a quiet success over the last decade

 

But this economic strength is not just a new phenomenon.  Apart from 97/98 drought and the fallout from the ‘Asian’ crisis, New Zealand’s economic cycle has been close to that of Australia’s over the past decade.

 

 

Source: Stats NZ, Gross Domestic Product, RBA, Gross Domestic Product

 

4



 

NZ has been one of the leading economies over the past 10 years

 

When compared other advanced countries over the past decade, New Zealand has been in the top half, in terms of economic growth.

 

 

Source: OECD

 

5



 

The rural sector is a key driver of the New Zealand economy

 

The direct contribution of New Zealand’s rural sector to the rest of the economy is approximately 13%.  However, the indirect and induced contribution is about this much again, illustrating the significance of the rural sector to New Zealand’s economic performance.

 

 

Source: Statistics NZ, Gross Domestic Product

 

6



 

Australian primary sector is of comparable size

 

The size of the primary sectors in Australia and New Zealand are similar in contribution to total output.  But the mix of commodities within the two are very different.

 

 

Source: Reserve Bank of Australia

 

7



 

 

Therefore, commodity prices are a prime driver of the economy

 

From late-1999 the value of New Zealand’s commodity basket rose strongly in world price terms.  Higher commodity prices benefited rural incomes, which in turn initiated a strong economic expansion.  A low exchange rate over 1999 to 2003 accentuated this boom.

 

 

Source: ANZ, NZ Commodity Price Index

 

8



 

Employment growth has been supported by the commodity boom

 

With rising incomes and a low currency (making labour relatively cheap when compared to imported capital), the prospering rural and business communities fed through into the remainder of New Zealand.  This contributed to rising employment levels.

 

 

Source: Statistics NZ, Household Labour Force Statistics

 

9



 

Strong job prospects made NZ an attractive destination as well as a good place to stay

 

Strong economic growth has made finding new employees increasingly difficult for employers, despite a surge in the number migrants adding to the size of the labour force.

 

 

Source: Stats NZ, External Migration, NZIER, Survey of Business Opinion

 

10



 

…which has fuelled strong housing demand

 

The surge in the number of net migrants to historical highs has pushed up the demand for housing.  Consequently, the price of houses has risen steeply.

 

 

Source: QVNZ

 

11



 

… and thus contributed to an expansion in credit growth

 

Higher demand for housing and upgrading requires furnishings.  Thus, householders’ credit has also grown strongly over the past 18 months.

 

 

Source: RBNZ, Private sector credit ex repos

 

12



 

The outlook is that eventually the strength of the NZ dollar relative to the US dollar will slow the economy

 

The exchange rate acts as a buffer on the economy.  As economic growth has risen above trend, so the exchange has risen above it’s estimate of ‘trend’ (fair value).  This appreciation will act as a anchour for growth, pulling economic growth back towards ‘average’ levels.

 

 

Source: NBNZ.  Fair value is based on a model of economic fundamentals, such as commodity prices, terms of trade, current account balance and interest rate differentials.

 

13



 

… and a more normal, but still robust, growth rate will return

 

The reversion to trend is also anticipated in specific, but high profile, indicators.  Dairy Company payouts gain significant local media attention as the rural sector is such a large component of the New Zealand economy.  Although dairy payouts are expected to fall in 2005, the payments are back at more ‘normal’ levels, following surges in 2001 and 2002.

 

 

Source: Livestock Statistics, The average dairy company total payout (per kilogram of milksolids) received by dairy farmers from seasonal supply dairy companies, NBNZ  * Estimate  # Forecast

 

14



 

… The Government has money to spend on infrastructure

 

The strong economic growth of the previous years has built up a strong tax take for the Government.  As the economy slows, the Government has the ability to ease fiscal policy in order to offset the economic slowdown.

 

 

Source: The Treasury, *  Crown Revenue minus Crown Expenses

 

15



 

Key macroeconomic forecasts

 

Calendar years

 

2003

 

2004

 

2005

 

2006

 

 

 

 

 

 

 

 

 

 

 

Real GDP (aapc)

 

3.5

 

2.8

 

2.1

 

3.1

 

 

 

 

 

 

 

 

 

 

 

Unemployment Rate (Dec qtr)

 

4.6

 

4.8

 

5.2

 

4.9

 

 

 

 

 

 

 

 

 

 

 

CPI inflation

 

1.6

 

1.9

 

2.4

 

2.0

 

 

 

 

 

 

 

 

 

 

 

TWI

 

63.9

 

65.2

 

57.3

 

58.8

 

 

 

 

 

 

 

 

 

 

 

90 day bank bill rate

 

5.3

 

5.6

 

5.8

 

6.1

 

 

 

 

 

 

 

 

 

 

 

Current Account Balance (1)

 

-4.8

 

-5.7

 

-5.5

 

-4.8

 

 

 

 

 

 

 

 

 

 

 

Govt. Operating Balance (1, 2)

 

1.5

 

4.3

 

3.6

 

2.1

 

 


(1) Percent of GDP, (2) Refers to the June fiscal year.  Underlying assumptions of these forecasts can be found in the Quarterly Economics Forecasts, found at http://www.nbnz.co.nz/economics/forecasts/

 

16



 

New Zealand’s terms of trade have improved in the last decade

 

It is well known that New Zealand’s relative economic growth per capita has declined over the post-war era.   In part, this can be attributed to the observed secular decline in New Zealand’s terms of trade.  However, the terms of trade decline has arrested over the past decade and thus New Zealand’s long-term prospects have improved.

 

 

Source: Statistics NZ

 

17



 

Summary

 

                  The NZ economy has been one of the world’s leading economies over the last decade

 

 

 

                  NZ is a low risk economy

The NZ economy
is coming off a
cyclical boom and
reverting back to
normal but still
robust growth
levels

 

                  Strong commodity prices have been a prime driver of economic growth

 

                  A strong employment market has fuelled increased housing demand driving recent credit growth

 

                  Government spending on infrastructure is expected to support economic activity

 

 

18



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

Introduction

 

Peter Marriott

 

Chief Financial Officer

 

19



 

ANZ’s strong earnings momentum

 

                  FY04 earnings is in line with expectations of around 9% cash EPS growth*

 

                  Strong performance across our portfolio of specialist businesses

 

                  Credit quality continues to improve assisted by low specific provisions in our offshore portfolio

 

                  Cost to income ratio at or below 45% - increasing investment in our customer franchise

 


* Excludes goodwill, net gains arising from significant transactions relating to hybrid capital and adjusting for the bonus element of the rights issue.

 

20



 

ANZ - Specialist capabilities;  Leading market positions

 

 

ANZ has a strong platform for the future:

This platform is building a leading franchise:

 

 

                  Unique specialisation strategy

                  The leading bank in New Zealand

 

 

                  Sustainable business portfolio

                  The leading bank in the South Pacific

 

 

                  World leading efficiency

                  The leading Australasian bank in Asia

 

 

                  First mover cultural transformation

                  Leading positions in Australia:

 

 

                  Stable, well-regarded management

                  Institutional

 

 

                  Reduced risk exposure

                  Corporate

 

 

NBNZ acquisition is a key step towards domestic leadership

                  Cards

 

 

 

                  Esanda

 

21



 

National Bank of New Zealand: A very different acquisition

 

              Transforming for ANZ at a modest price

 

              New Zealand - a high return, low risk market

 

              Creates the leading bank in New Zealand

 

              Approx. 28% of ANZ NPAT now derived from NZ

 

              Business model developed to leverage the “best of both banks”

 

              Dual brand strategy and integration designed to minimise customer attrition

 

              Working closely with RBNZ to meet its requirements for the banking industry

 

              Initial customer and staff reaction more positive than expected

 

              Financial update on integration on 27th April

 

 

 


Source:*International Monetary Fund

# 5 top NZ banks for 2002

^ 4 top Australian banks for 2003

 

22



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

Strategic Overview

 

Sir John Anderson

 

Chief Executive Officer, The National Bank of New Zealand Limited &

Managing Director, ANZ Banking Group (New Zealand) Limited

 

23



 

The National Bank of New Zealand: Strategic Overview

 

1.              Introduction

 

2.              The NBNZ story

 

3.              Current Status

 

4.              Future Outlook

 

5.              Management Team

 

24



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

Operational Overview

 

Steven Fyfe

 

Chief Operating Officer (designate)

 

25



 

NBNZ maintains a clear strategic focus

 

                  Core Banking

 

                  Excelling in Customer Service

 

                  Relationship Banking

 

                  Consistent Brand Values

 

                  Leveraging NZ scale to drive efficient infrastructure

 

 


*Source - ACNielsen Consumer Finance Monitor

 

26



 

NBNZ has undergone a significant transformation consistent with our focus

 

NBNZ market share has grown from

…driven by a combination of acquisition

9% in 1990 to 21% in 2003…

and market share growth

 

 

 

27



 

We have a proven track record of successful integrations

 

                  We have successfully integrated both Rural Bank and Countrywide

 

                  Since 1998, following the integration of Countrywide we have grown Market Share

 

                  We have driven substantial income growth (CAGR 8.3% 1998-2003) whilst significantly reducing Cost to Income

 

 

 

 

NBNZ/CW
Pro-forma*
1998

 

NBNZ
Actual**
2003

 

 

 

 

 

 

 

Income

 

966

 

1,441

 

Costs

 

610

 

584

 

Provisions

 

33

 

34

 

NPBT

 

323

 

823

 

 

 

 

 

 

 

CTI

 

63

%

41

%

 

 


*   Merger Baseline: NBNZ and Countrywide combined for 12 months to 31/12/98

** NBNZ Results to 31 December 2003, normalised for ANZ acquisition adjustments

 

28



 

Quality loan portfolio, with low provisioning

 

                  More than 80% of the portfolio is secured by real estate

 

                  Loan losses have averaged 0.10% since 1990

 

 

29



 

NBNZ continued its business momentum in 2003, and ANZ growth rebounded

 

                 NBNZ’s total lending increased 10.5% in 2003, ahead of the market average (10%)

 

                 ANZ’s total lending grew 6.0% after two years of flat growth reflecting new market and management initiatives in 2003

 

 

Source: December General Disclosure Statements

 

30



 

… and we are seeing a positive trend in terms of net customer acquisition

 

 

31



 

Our people are engaged, and satisfaction levels are strong

 

              Satisfaction levels measured in February 2004 remain strong after a period of uncertainty

 

              Our people are enthusiastic about the dual branding structure

 

              Appointment of Sir John Anderson has been well received

 

                  We have devoted substantial resources to engaging staff in both banks:

 

                  significant investment in change management training for staff and managers

 

                  implemented intensive two-way communication processes to keep staff fully informed 

 

                  staff satisfaction survey completed, and ongoing pulse surveys

 

 

 


* Based on ANZ Snapshot Survey and NBNZ Viewpoint Survey

 

32



 

Summary

 

 

We have a clear strategic focus

 

 

 

 

 

 

NBNZ has a strong financial track record

 

 

 

 

A history of
success, and well
placed to deliver
into the future

 

We have a history of successful integrations

 

 

 

 

Customer and growth trends are encouraging

 

 

 

 

 

Our people are engaged

 

 

33



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

Retail Banking

 

Henry Ford

 

General Manager, Branch Network NBNZ

 

34



 

ANZ and NBNZ are well positioned in the retail banking market

 

ANZ and NBNZ Retail Banking

 

              Provides services to all customers of the Bank

 

              Delivers full suite of retail banking products including Credit Cards and Insurance

 

              Combined group has 1.9m retail customers

 

              Includes 303 branches and 3 contact centres

 

              including 8 specialist “face to  face” outlets that deliver sales in “Mall hours”

 

              We employ 5300 staff

 

 

 

35



 

NBNZ branches – a distinctive proposition

 

 

36



 

NBNZ Retail Banking has experienced strong growth

 

 

              We have consistently grown Home Loan FUM

 

              Growth in last 12 months slightly below market

 

 

              Slowdown in deposit growth in line with market

 

              Retail deposits up 5.6% in year to January ’04, against market growth of 5.2%

 

37



 

We have a track record in growing market share

 

 


*Source – ACNielsen Consumer Finance Monitor

# - 5 month period

 

38



 

Strong staff satisfaction has significantly influenced customer satisfaction

 

 

              Staff satisfaction in the retail bank continues to reach record levels

 

              All components of the business delivering increased satisfaction levels

 

 

              NBNZ continues to hold a market leading position in customer satisfaction

 

              ANZ making strong increases in customer satisfaction

 


*Source – ACNielsen Consumer Finance Monitor, based on calendar year

 

39



 

A simple but effective strategy

 

A combined focus on staff, customer and processes ensures a successful strategy

 

STAFF

CUSTOMERS

PROCESS

 

 

 

                  Recruit the “right” staff to deliver NBNZ service proposition complaints resolution

                  Detailed understanding of customer behaviour

                  Strong focus on customer service programs, including

 

 

 

                  Identify and nurture effective leaders patterns

                  Strategy tailored to exploit behavioural

                  Significant investment in capacity planning, to ensure staff never over burdened

 

 

 

                  Investment in staff skills development

                  Seamless customer service between channels

 

 

 

 

                  Remuneration tied to skills level, team and individual performance

                  Customer ownership at point of contact..no “historic” ownership

                  Do not try and deliver too much – ensuring “superior service”

 

 

 

Focus is upon

Understand and

Understand and

sincerity of

meet customer

control our

service

requirements

environment

 

40


Well positioned to overcome our integration challenges

 

Our focus is to minimise disruption to maximise retention

 

Risks

 

Key Focus

 

Opportunities

 

 

 

 

 

Customers

 

                  Two brand strategy will ensure minimal disruption to customer service

 

                  Current strategy not impacted by integration

 

                  Two brands – ongoing shared learning

 

                  Shared access to infrastructure i.e. ATM’s

 

                  Provide genuine choice to customers

 

 

 

 

 

Staff

 

                  Minimal impact of staff.

 

                  Frontline staff unchanged.

 

                  Strategic focus on “right” people and nurturing leaders unchanged

 

                  Leverage off training programs and remuneration and incentive structures

 

                  Career development opportunities within ANZ group

 

 

 

 

 

Processes

 

                  Detailed planning and testing to ensure that systems and process changes have minimal business impact

 

                  Common banking operations and support functions generating cost savings

 

41



 

Summary

 

                  A distinctive and market leading franchise

 

 

 

 

                  A simple, well executed strategy delivering results

A distinctive retail
franchise, well
placed to continue
growing

 

                  A track record in growing market share

 

                  We focus on our people, who in turn deliver the highest level of customer satisfaction

 

 

                  The integration plan and business model going forward will maximise revenue opportunities

 

 

 

42



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

Business Banking

 

Craig Sims

 

General Manager, Business Banking

 

43



 

The SME sector is increasing in size and ANZ & NBNZ are well positioned

 

New Zealand SME Market

 

              270,000+ Small-Medium enterprises

 

              Small businesses account for 30% of New Zealand’s economic activity

 

              92% of firms employ <10 people

 

              Largely owner operated

 


* Source: Statistics New Zealand February 2003

 

ANZ & NBNZ Representation

 

Combined, ANZ & NBNZ represents

 

              ~40% market share in all major geographic regions

 

              Industry concentration is widely spread

 

              79 points of representation

 

              446 sales staff

 

 

 

Note: ANZ and NBNZ Business units are not homogeneous due to differing segmentation criteria

 

44



 

Our customers are satisfied, and this has helped grow our market share

 

 


*Source – ACNielsen Small Business Banking Monitor; businesses up to $2.5m turnover only #Customer satisfaction reported from 2002 only due to a change to the data series.

 

45



 

Growth in share is helping drive strong financial momentum

 

                  Strong book growth has contributed to 9 - 10% revenue growth across both business units in 2003

 

                  Lending primarily secured by residential mortgages

 

 

46



 

Our strategy is built around customer relationships

 

STAFF

CUSTOMERS

 

 

                  Recruit the right staff

                  Providing customers with a choice of 3 levels of relationship (offers)

 

 

                  Invest in business skills development

                  Dedicated relationship manager

 

 

                  Significant investment in frontline staff

                  Focus on Value added services i.e. planning and support tools

 

 

Thinking and acting like a
business owner

Helping business succeed

 

Franchise Investment

 

 

Constant re-engineering of systems and processes

 

 

Significant investment in marketing and promotional material

 

47



 

We are well positioned to deal with integration challenges and take advantage of the opportunities that arise

 

Risks

 

Key focus

 

Opportunities

 

 

 

 

 

Customers

 

                  Retain two brand strategy

                  Separate integration from business as

                  Minimise change at frontline and retain relationships where possible

                  Ensure key messages are communicated

 

                  Bringing NBNZ’s customer focus to a wider ANZ customer base

                  Extending our market reach through a two brands strategy at customer touch points

                  Enhanced product choice

 

 

 

 

 

Staff

 

                  One Leadership structure and common core values across both brands

                  Keep staff informed

                  Provide clear direction, personal development and career opportunities

                  Sharing of expertise across brands

 

                  Staff development through skills transfer

                  Further investment in staff - increase headcount and level of expertise

 

 

 

 

 

Processes

 

                  Identify and implement best practise from both businesses

                  Work collaboratively with all service providers

 

                  Leveraging “best” systems and processes enhancing customer service

                  Knowledge sharing with Australian business to ensure industry best practice

 

48



 

Summary

 

The Business/SME market is a growing, highly attractive market

 

 

 

NBNZ has a leading position in this market, ANZ has seen improvement from a low base

 

 

The outlook for
the sector is
positive and we
are well placed to
benefit

Our success driven by a superior customer service proposition and ensuring staff are highly skilled and satisfied

 

We are aware of the challenges posed by the integration, and have clear plans to deal with them

 

 

The integration presents some exciting opportunities for the business

 

 

49



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

Rural Banking

 

Charlie Graham

 

General Manager, Rural Banking

 

50



 

The rural sector is a large component of the NZ economy

 

ANZ & NBNZ Representation

 

              Combined, ANZ & NBNZ consists

 

                  19,500 customers in all major geographic segments

 

                  28 points of representation

 

                  357 fulltime employees

 

                  344 front line staff

 

ANZ & NBNZ Sector Concentration

 

              ANZ and NBNZ have strong representation in the Dairy, Sheep and Beef industries

 

              Sector concentrations reflect the national agricultural debt profile

 

 

 


*Source –Statistics NZ/NBNZ estimates

 

51



 

NBNZ has strong financial momentum; ANZ performing well from low base

 

 

 


*ANZ Rural business was combined with retail in 2001, rural specific metrics were not available

 

52



 

NBNZ’s strong market presence justifies a single brand model

 

 

              NBNZ is a clear market leader with strong sector momentum

 

              ANZ market share lags

 

              Single brand franchise most feasible option

 

 

              Both NBNZ and ANZ seeing increased customer satisfaction

 

              Level of excellent service increasing for both franchises

 


*Source – ACNielsen Rural Banking Monitor

 

53



 

ANZ customers will benefit from NBNZ’s proven successful strategy

 

STAFF

CUSTOMERS

PROCESS

 

 

 

                  Recruit people with empathy for the rural sector

                  Strong, personalised customer relationships,

                  A strong credit culture and robust processes resulting in minimal provisions

 

 

 

                  Highly trained sales and support staff

                  Delivering high customer satisfaction

                  Innovative products and services

 

 

 

                  Specialisation of staff roles where required

                  Ensuring minimal customer attrition

                  Targeted marketing

 

 

 

 

 

                  Market information leads to sales competitiveness

 

 

 

Staff who
understand the
sector

Knowing the
customer

Benefits of scale

 

54



 

We are well positioned to deal with integration challenges and take advantage of the opportunities that arise

 

Risks

 

Key focus

 

Opportunities

Customers

 

                  Clearly defined single brand model (NBNZ) ensures rapid integration, minimising customer impact

 

                  ANZ customers will benefit from NBNZ’s service proposition and sector experience

 

 

                  Relationship staff continue to look after ‘their’ customers

 

                  Single brand generates synergy benefits and greater efficiency

 

 

                  Consistent approach to credit policy

 

 

 

 

 

 

 

Staff

 

                  One leadership structure

 

                  Staff to benefit from increased scale and presence

 

 

                  Clear sense of purpose and direction

 

                  Increased potential for training and knowledge sharing

 

 

                  Comprehensive training for all staff to be implemented as part of the integration process

 

 

 

 

 

 

 

Processes

 

                  Utilisation of NBNZ operating model and processes

 

                  More volume going through established infrastructure

 

55



 

Summary

 

The rural sector is a large component of the NZ economy

 

 

 

NBNZ is the market leader in this segment with 38% market share; combined market share will be 45%*

 

 

Continued business
momentum

NBNZ success driven by strong customer relationships and developing highly skilled staff

 

 

 

Through the rapid adoption of the NBNZ model we are well positioned to overcome any integration challenges

 

 


* Source: RBNZ M3

 

56



 

11 March 2004

 

 

New Zealand
Operational Briefing

 

Integration

 

Grahame Miller

 

Head of Integration

 

57



 

Integration is focused on creating the leading bank in New Zealand

 

 

We have found the right partner at an attractive price

 

 

 

 

Post merger management is our key focus

 

 

 

 

A 1% change in revenue is equivalent to ~20% of cost synergies* –protecting and building the franchise is critical

 

 

 

 

Our integration objectives reflect this, with a very strong focus on the customer

 

Source: A. T. Kearney Global PMI Survey (1998)

 


* Based on prospectus cost synergies

 

58



 

The customer is at the heart of our integration objectives

 

 

Integration Objectives

 

Key Principles

Customers

 

 

                  Retain the combined customer base and market share, by leveraging the strengths of both organisations

In decision trade-offs regard for the customer will be the overriding principle

                  Achieve market leading customer satisfaction ratings across all brands

 

 

 

Staff

Employees will be treated in an open and honest fashion and will be kept informed of the progress of the integration

                  Create the best possible place to work

 

 

 

Shareholders

Pursue practical solutions that achieve rapid results whilst maintaining quality objectives

A business as usual focus

                  Integrate the businesses carefully and as quickly as possible, targeting integration by end 2005

                  Deliver the maximum revenue and cost synergies possible, without disruption to the customer base

                  Deliver a cost effective platform

 

59



 

A number of key milestones have been achieved

 

1.              Program Management – process and infrastructure established

 

2.              Organisational Structure – key management for the merged entity has been designated

 

3.              Business Model – agreement and buy-in from new management on new business model

 

4.              Technology – choice of systems agreed and communicated; integration planning underway

 

5.              Integration Planning – high level planning complete.  Direction agreed on business model, structures, key people, technology set, products, customer segmentation, etc. Detailed planning well advanced (due for completion in April). Implementation can proceed upon receipt of RBNZ approval to amalgamate.

 

60



 

Full integration on track for second half 2005

 

Targeted Timeline

 

 

                  Acquisition announced

Acquisition completed

Workstream planning completed

Legal amalgamation (subject to Reserve  Bank approval)

Non technology integration completed

Systems conversion complete

 

 

 

 

 

 

 

 

 

 

 

              Workstreams mobilised

Transitional management structure announced

 

 

Management Integrated

Complete systems detail design

All business integration complete

 

 

 

 

 

 

 

 

 

 

 

 

Integration principles agreed with regulator

 

 

NZ Board(s) approves integration and strategic plan

Complete non-customer systems integration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Integrated with group financial accounting processes

 

 

Group Board meeting in NZ- review integration plan

 

 

 

 

 

61



 

Dialogue with the RBNZ continues

 

RBNZ powers

                  The RBNZ gained new regulatory powers in late 2003

                  These powers apply to the banking industry broadly, not just ANZ/NBNZ. For ANZ, the primary issue is the RBNZ concern about “hollowing out”

 

Amalgamation the next step

                  The next step to progressing integration is to obtain RBNZ approval for “Amalgamation”. Legal amalgamation is an important step, with the RBNZ restricting any substantial merging activities prior to amalgamation

                  We are about to commence detailed discussions with the RBNZ on technology and are confident our approach will meet their needs

                  We will be ready to amalgamate as soon as RBNZ approval is obtained

 

RBNZ requirements

                  RBNZ has stated that prior to approving amalgamation they want a significant level of comfort in four areas:

                  Outsourcing/ Off-shore provision of functions and systems

                  Director & Senior Appointments

                  Governance

                  Capital Requirements

 

                  These are industry issues, and would need to be dealt with in any case by ANZ and NBNZ irrespective of the merger

 

62



 

Technology represents the core component of integration costs

 

 


* Indicative, and subject to finalisation of integration plans

 

63



 

Decisions on technology reflect trade-offs between potential cost synergies and capabilities needed to build franchise

 

                  Systems to be ANZ core suite

 

                  eg Hogan

 

 

                  Decisions involve trade- offs between maximising cost synergies and maximising revenue synergies

                  New Zealand version of ANZ core suite will accommodate product and customer features of NBNZ systems to minimise customer disruption

 

 

                  Success of the integration is far more heavily leveraged to revenue maximisation, and decisions reflect this

                  We will retain a number of NBNZ front end systems to minimise staff and customer impact

 

                  eg internet banking, DirectLink, SDA branch system

                  1% revenue growth equivalent to ~20% cost synergies

                  Where appropriate, we will roll these systems out to the ANZ network, to maximise inter-operability

 

 

64



 

Summary

 

 

Integration is focused on the customer, and we have been successful to date

 

 

 

 

 

 

Focus is growing revenue

 

 

 

 

 

 

We are well advanced in planning

This integration is
different

 

 

 

 

 

Next milestone is legal amalgamation

 

 

 

 

 

 

We have a team that has demonstrated success in managing integrations, while growing revenue

 

 

65



 

11 March 2004

 

 

New Zealand

Operational Briefing

 

NBNZ General Disclosure Statement

 

Peter Marriott

 

Chief Financial Officer

 

66



 

Strong performance by NBNZ, up 12.3%

 

Excluding Acquisition Related Adjustments
and Excluding One off Items

 

 

 

V Dec 02

 

 

 

 

 

 

 

 

 

 

NPAT

 

NZ$565m

12.3

%

 

 

 

 

 

 

 

 

 

Net Interest Income

 

NZ$1,049m

7.4

%

 

 

 

 

 

 

 

 

 

Operating Expenses

 

NZ$593m

1.2

%

 

 

 

 

 

 

 

 

 

Specific Provisions

 

NZ$28m

large

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Acquisition Adjustments

 

 

 

 

 

 

 

 

 

NPAT

 

NZ$296m

large

 

 

67



 

Adjustments to results to reflect underlying performance

 

NBNZ’s December 2003 GDS results are impacted by the following:

 

1.              Completion Accounts

 

                  A number of adjustments were agreed as part of the Share Sale Agreement.  These adjustments impact NBNZ’s profit and loss in the period to 31 December 2003

 

2.              Fair Value Adjustments

 

                  As a result of the sale, the fair value  of all assets and liabilities of NBNZ was reviewed by ANZ.  This resulted in a number of fair value adjustments that have been posted in the NBNZ accounts

 

                  The fair value adjustments impacted NBNZ’s December 2003 reported financial performance.  However, on consolidation into ANZ (NZ) these fair value changes are reversed out of the profit and loss statement, and shown as balance sheet adjustments to goodwill

 

3.              One off transactions during the year

 

                  Significant one off transactions have been adjusted so underlying performance is clear.  These are as per the prospectus plus one off items in the fourth quarter

 

4.              Accounting Policy Changes

 

                  NBNZ’s accounting policies have been brought into line with ANZ group policies

 

68



 

Strong underlying performance impacted by fair value adjustments

 

\

 

69



 

NBNZ accounting adjustments

 

Completion Account Adjustments*

 

NZ $m
(pre tax
)

 

 

 

       Superannuation contribution to cover shortfall in defined benefit scheme

 

(64

)

 

 

 

 

 

 

 

 

 

 

(28

)

 

 

       Additional provision for future staff retirement allowance

 

 

 

 

 

 

 

(12

)

(104

)

       Market valuation of land and buildings

 

 

 

 

 

 

 

 

 

 

 

Fair Value Adjustments

 

 

 

 

 

 

 

 

 

 

 

       Depreciation adjustment to certain assets to bring in line with ANZ rates

 

(11

)

 

 

 

 

 

 

 

 

       Restructuring, impairment and vacant premises costs, representing best estimate of NBNZ exit costs

 

(22

)

 

 

 

 

 

 

 

 

       Net Provisioning, including General Provision

 

(231

)

(264

)

 

 

 

 

 

 

       based on APRA guidelines of at least 0.5% (after tax) of RWA’s measured under APRA rules

 

 

 

 

 

 

 

 

 

 

 

       Tax provision ($20m)

 

 

 

 

 

 


*booked to NBNZ’s profit and loss prior to completion

 

70



 

NBNZ accounting adjustments

 

One Off Items

 

NZ $m
(pre tax)

 

 

 

 

 

       Non-recurring provision releases

 

31

 

 

 

 

 

       Adoption of ANZ accounting policies for ELP

 

(6

)

 

 

 

 

       Acquisition expenditure incurred by Lloyds TSB

 

(8

)

 

 

 

 

       Statistical provisioning recognised by NBNZ in the first half

 

(16

)

 

 

 

 

 

 

1

 

 


*booked to NBNZ’s profit and loss prior to completion

 

71



 

NBNZ accounting policy changes

 

NBNZ have made the following significant accounting policy changes to align with ANZ policies:

 

Economic Loss Provisioning

 

                  The adoption of ELP methodology for recognition of loan losses. The ELP charge for NBNZ for December 2003 is 25 basis points.

 

Mortgage Broker Commissions

 

                  Commissions paid to third party mortgage originators will be capitalised and amortised over the average life of the mortgage loan, currently 4 years.  NBNZ has been expensing these commissions up front.

 

                  Forecast benefit in FY04 is estimated at NZ$11 million before tax.

 

 

Note - all changes are consistent with New Zealand and ANZ group accounting standards.

 

72



 

Goodwill on acquisition

 

 

 

Prospectus

 

Actual

 

Comments

 

 

A$m

 

A$m

 

 

 

 

 

 

 

 

 

Purchase Price

 

4,940

 

4,848

 

                  Movements from exchange rate movements and hedging

 

 

 

 

 

 

                  acquisition costs currently $9m less than estimated in prospectus

 

 

 

 

 

 

 

LESS NTA Purchased

 

(1,790

)

(1,913

)

                  Additional retained earnings, less amounts charged to P&L under share sale agreement

 

 

 

 

 

 

 

ADD Fair Value Adjustments

 

133

 

172

 

                  General Provision net of releases $135m ($133m in prospectus)

 

 

 

 

 

 

                  Depreciation, restructuring and other minor adjustments

 

 

 

 

 

 

 

Goodwill*

 

3,283

 

3,107

 

                  Includes existing goodwill of $417m relating to Countrywide purchase

 

 

 

 

 

 

                  Goodwill will be amortised in line with Australian Accounting Standards

 


* subject to finalisation of completion accounts with Lloyds TSB

 

73



 

2H03 underlying performance impacted by margin compression, timing of specific provisions and unusually high 1st half institutional fees

 

NZ $m (underlying performance)*

 

 

 

FY02

 

1H03

 

2H03

 

FY03

 

YoY Change
(%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

977

 

525

 

524

 

1,049

 

7.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

357

 

193

 

185

 

378

 

5.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Income

 

1,334

 

718

 

709

 

1,427

 

7.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

(586

)

(291

)

(302

)

(593

)

(1.2

)

 

 

 

 

 

 

 

 

 

 

 

 

Operating Profit

 

748

 

427

 

407

 

834

 

11.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions

 

(39

)

(7

)

(21

)

(28

)

28.2

 

 

 

 

 

 

 

 

 

 

 

 

 

NPBT

 

709

 

420

 

386

 

806

 

13.7

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax

 

(206

)

(122

)

(119

)

(241

)

(17.0

)

 

 

 

 

 

 

 

 

 

 

 

 

NPAT

 

503

 

298

 

267

 

565

 

12.3

 

 


*This table excludes items on pages 70 & 71

 

74



 

11 March 2004

 

 

New Zealand
Operational Briefing

 

Conclusion

 

Peter Marriott

 

Chief Financial Officer

 

75



 

Conclusion

 

                  NBNZ acquisition is transforming for ANZ creating New Zealand’s leading bank

 

                  A different type of acquisition – focus is on customers

 

                  Customer attrition has been negligible

 

                  Staff satisfaction at both banks is high

 

                  Key foundation for a successful acquisition: the right partner at a fair price

 

                  Detailed integration planning is well-progressed with a number of key milestones achieved

 

                  We are confident our approach will meet the RBNZ’s requirements

 

                  We will be ready to amalgamate as soon as RBNZ approval is received

 

76