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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:  B
Market Flag:  N
Classification: 

HOMEX - Melbourne                                                     

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DIVIDEND RIGHTS

Upon the earliest to occur of any of the following dates or events
(each, a "Dividend Event"), the Preference Shares will automatically
begin to accrue non-cumulative dividends (the effective date of any
such Dividend Event is referred to is the "Dividend Event Date").
Each term not defined herein has the meaning as defined in the
accompanying TrUEPrS Prospectus.

(i) October 15, 2047, in which case the Dividend Event Date will be
such date;

(ii) any date selected by the Company in its absolute discretion, in
which case the Dividend Event Date will be such date;

(iii) the failure of the Trust to receive for any reason on or within
three Business Days after an Interest Payment Date the interest then
due on the Debt Securities in full without deduction or withholding
for any taxes, duties or other charges, in which case the Dividend
Event Date will be the fourth Business Day following such Interest
Payment Date;

(iv) any date on which the Tier 1 Capital Ratio or the Total Capital
Adequacy Ratio of the Company (either as reported quarterly by the
Company to the APRA or as determined at any time by the APRA in its
absolute discretion) is below 4% or 8%, respectively, or, in each
case, such lesser percentage as may be prescribed by the APRA for the
Company at the time (the applicable percentage in each such case
being the "Required Percentage") and such ratio is not increased by
the Company to at least the Required Percentage within 90 days after
the date on which the Company makes such quarterly report or receives
notice from the APRA of such determination by the APRA, as
applicable, in which case the Dividend Event Date will be the
Business Day immediately following the expiration of such 90 day
period;

(v) any change in (A) the legal ownership of the securities (other
than the Debt Securities) issued by, (B) any provision of the
constituent documents of (unless such change has been consented to by
the record holders of more than 50% of TrUEPrS or, in the opinion of
competent legal counsel selected by the Trust, such change would not
have any material adverse effect on the rights of the holders of
TrUEPrS), or (C) the business purpose (or, solely with respect to the
Jersey Charitable Trust, the powers of the trustees thereof) (as
specified in such constituent documents) of, any of the UK Company,
the Jersey Holding Company, the Jersey Charitable Trust or the Jersey
Subsidiary, in which case the Dividend Event Date shall be the date
on which such change occurs;

(vi) any change in the business purpose (as specified in its
constituent documents) of the Distribution Trust, in which case the
Dividend Event Date shall be the date on which such change occurs;

(vii) the common securities of the Distribution Trust cease to be
wholly owned, directly or indirectly, by the Company or a direct or
indirect wholly owned subsidiary or branch of the Company, in which
case the Dividend Event Date shall be the date on which the common
securities of the Distribution Trust cease to be so wholly owned;

(viii) any ANZ Borrower ceases to be the Company or a direct or
indirect wholly owned subsidiary or branch of the Company, in which
case the Dividend Event Date shall be the date on which such ANZ
Borrower ceases to be the Company or a direct or indirect wholly
owned subsidiary or branch of the Company;

(ix) (A) any proceeding is commenced by the Company, the UK Company,
the Jersey Holding Company, the Jersey Charitable Trust, the Jersey
Subsidiary, the Distribution Trust or any ANZ Borrower (each, a
"Relevant Entity") or a person that controls a Relevant Entity for an
order that the Relevant Entity be wound up or for the appointment of
a provisional liquidator, liquidator, administrator, controller or
similar official in respect of the Relevant Entity or all or
substantially all of its property, in which case the Dividend Event
Date will be the date on which such proceeding is filed, (B) a
proceeding is commenced by any other person for an order that a
Relevant Entity be wound up or for the appointment of a provisional
liquidator, liquidator, administrator, controller of similar official
in respect of any Relevant Entity or all or substantially all of its
property, unless such proceeding is discontinued or dismissed within
21 days of its having been filed, in which case the Dividend Event
Date shall be the Business Day immediately following the expiration
of such 21 day period, (C) a provisional liquidator, liquidator,
administrator, controller or similar official is appointed whether by
a court or otherwise in respect of any Relevant Entity or all or
substantially all of its property, unless any such appointment is
revoked or set aside within 21 days of that appointment, in which
case the Dividend Event Date shall be the Business Day immediately
following the expiration of such 21 day period, or (D) the Trust
dissolves in accordance with the terms of its Declaration of Trust or
for any other reason, in which case the Dividend Event Date shall be
the Business Day immediately preceding the effective date of such
dissolution; and

(x) the Collateral Agent fails, at any time, to have a valid first,
perfected and enforceable security interest in, and lien on, the
Jersey Preference Shares and the ADSs representing the Preference
Shares, and any redemption proceeds from any of the foregoing, and
such failure is not remedied on or before 10 Business Days after
written notice of such failure is given to the UK Company or the
Jersey Subsidiary, as the case may be, by the Collateral Agent as
contemplated by the Security and Pledge Agreements, in which case the
Dividend Event Date shall be the Business Day immediately following
the expiration of such 10 Business Day period.

Notwithstanding the foregoing, any ANZ Borrower may, with the consent
of the Distribution Trust, assign any ANZ Loan or the Distribution
Trust may replace any ANZ Loan with another loan, in each case to the
Company or to one or more direct or indirect wholly owned
subsidiaries or branch offices of the Company with prospective
payment term identical to, and other terms substantially the same as,
those of such ANZ Loan, in which case, the Company, such other
subsidiary or branch office and loan shall be deemed to be such ANZ
Borrower and such ANZ Loan, respectively, and any such action shall
not constitute a Dividend Event.

On and after the Dividend Event Date, non-cumulative dividends on the
Preference Shares will be payable, if and when declared by the Board
of Directors out of profits legally available therefor, in US dollars
in an amount equal to US$.50 per Preference Share per annum, payable
quarterly in arrears in an amount equal to US$.125 per Preference
Share per quarter on January 15, April 15, July 15 and October 15 of
each year commencing on or after the Dividend Event Date and prior to
the date of redemption or Buy-Back (each, a "Dividend Payment Date")
to holders of record as of the immediately preceding January 1, April
1, July 1 and October 1, respectively (each, a "Record Date");
provided, however, if the Record Date for the first Dividend Payment
Date as so determined would be prior to the Dividend Event Date, then
such Record Date shall be instead the Dividend Event Date. In the
event that any Dividend Payment Date is not a Business Day (as
hereinafter defined), then the dividend payable on such date need not
be made on such Dividend Payment Date, but instead may be made on the
next succeeding Business Day, provided, however, that no interest
shall accrue thereon for the period from and after such Dividend
Payment Date. As used herein, "Business Day" means each Monday,
Tuesday, Wednesday, Thursday or Friday which is not a day on which
banking institutions in Sydney, Australia, New York, New York or any
other city or cities in which the principal place of business of any
ANZ Borrower is located from time to time (initially, Wellington, New
Zealand) are authorised or obliged by law or executive order to
close.

Non-cumulative dividends will begin to accrue from and including the
last Interest Payment Date on the Debt Securities prior to the
Dividend Event Date. The Interest Payment Dates on the Debt
Securities are the same days of the year as the Dividend Payment
Dates on the Preference Shares, although the Interest Payment Dates
will always be prior to the Dividend Event Date and the Dividend
Payment Dates will always be on or after the Dividend Event Date.

A dividend in respect of a Preference Share is payable only to a
person who is the holder of the Preference Share on the applicable
Record Date.

Payment of a dividend will be made by way of cheque sent through the
post to the registered address of the holder of the Preference Share
or, at the election of the Company, by wire transfer. If a cheque in
relation to a dividend is mailed on or prior to the payment date for
the dividend, the dividend will be regarded as having been paid on
the payment date.

Dividends on the Preference Shares will be non-cumulative. If the
Board of Directors does not pay a dividend or any part of a dividend
on any Dividend Payment Date, then the holders of the Preference
Shares will have no claim in respect of such non-payment, and the
Company will have no obligation to pay the dividend or any part of
the dividend accrued for the quarterly dividend period ending on such
Dividend Payment Date (or to pay any interest thereon), whether or
not dividends on the Preference Shares are paid in the future.

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