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Form 6-K - Report of Foreign Issuer

Document date:  Tue 10 Nov 1998
Published:  Tue 10 Nov 1998 00:00:00
Document No:  142923
Document part:  A
Market Flag:  N
Classification: 

HOMEX - Melbourne                                                     

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FORM 6-K  REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

Date: For November 9, 1998

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Registrant's Name)


DESCRIPTION OF THE PREFERENCE SHARES

The following is a summary of the material terms and provisions of the
Preference Shares of the Company that were issued on September 23,
1998. This summary does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Constitution of the
Company (the "Constitution") and the resolutions adopted by the Board
of Directors of the Company or its authorized committee (each referred
to as the "Board of Directors") establishing the rights, preferences,
privileges, limitations and restrictions relating to the Preference
Shares (collectively, the "Terms of Issue"). A copy of the
Constitution and the Terms of Issue of the Preference Shares have
been filed as exhibits to the Registration Statement on Form F-3 (File
No. 333-9366) filed with the Securities and Exchange Commission on
September 15, 1998.

GENERAL

Under the Constitution, the Board of Directors is authorized to
provide for the issue of shares with such preferred, deferred or
other rights as to dividends, voting, return of capital, or otherwise
as the Board of Directors, in its discretion, may determine. Under
the Australian Corporations Law, a company may not allot preference
shares unless the rights of the holders of those shares with respect
to repayment of capital, participation in surplus assets and profits,
cumulative or non-cumulative dividends, voting and priority of
payment of capital and dividends in relation to other shares or
classes of preference shares are set out in the constitution of the
company or have otherwise been approved by special resolution of the
company. Each of these matters is set out in the Constitution and in
the Terms of Issue.

Pursuant to the Constitution, the Board of Directors has authorized
the issue of the Preference Shares, which constitute a class of
preference shares in the Company. As at the date of this Prospectus,
the Company does not have any preference shares on issue. The Company
may authorize additional issues of preference shares in the future,
including additional preference shares ranking pari passu with or
senior to the Preference Shares.

Each Preference Share, when issued, will be fully paid. Dividend
payments, if any, on the Preference Shares will be payable in United
States dollars. Payments, if any, on a liquidation of the Company
will be payable in United States dollars but may, in certain
circumstances, be payable in Australian dollars.

The Preference Shares will be redeemable and subject to mandatory
repurchase by the Company in its absolute discretion under certain
circumstances, as described below under "Redemption or Buy-Back." The
Preference Shares will have the dividend, voting, liquidation and
other rights described below.

The holders of Preference Shares will be required to comply with
certain regulatory requirements under the Australian Corporations Law
if the Preference Shares are offered for purchase, or invitations to
buy the Preference Shares are made, in Australia.

Except as described herein the holders of the Preference Shares will
have no further right to participate in the profits or surplus assets
of the Company. Additionally, the holders of the Preference Shares
will have no right to participate in a dividend plan of the Company
or in any other new issues of securities by the Company with holders
of ordinary shares of the Company.

INITIAL ISSUANCE

On the Issue Date, the Company will issue 64,016,000 Preference
Shares to the Depositary for deposit under the Deposit Agreement
(each, as defined herein) in consideration for the payment by the
Jersey Subsidiary to the Company of the purchase price for such
Preference Shares. The Depositary will issue ADRs evidencing
16,004,000 ADSs representing such Preference Shares to the Jersey
Subsidiary. In addition, up to 9,584,000 Preference Shares (to be
represented by up to 2,396,000 ADSs) may be issued if the
Underwriters of the TrUEPrS exercise their over-allotment option as
described in the accompanying TrUEPrS Prospectus. The Company will
use the proceeds from such issuance to make one or more capital
contributions to a newly formed Delaware business trust wholly owned
by the Company (the "Distribution Trust").



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