As filed with the Securities and Exchange Commission on November 13, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
--------------------
REGISTRATION STATEMENT
UNDER
SCHEDULE B
OF
THE SECURITIES ACT OF 1933
--------------------
QUEENSLAND TREASURY CORPORATION
(ISSUER)
THE TREASURER ON BEHALF OF
THE GOVERNMENT OF QUEENSLAND
(GUARANTOR)
(Names of Registrants)
--------------------
Name and address of authorized agent in the United States
for the Issuer and the Guarantor
KEN ALLEN
Australian Consulate-General
150 East 42nd Street, 34th Floor
New York, New York 10117-5612
Copies to:
JEFFREY F. BROWNE, Esq.
JOHN E. ESTES, Esq.
SULLIVAN & CROMWELL
101 Collins Street
Melbourne 3000 Australia
--------------------
The Debt Securities registered hereby are to be offered on a delayed or
continuous basis pursuant to Releases Nos. 33-6240 and 33-6424 under the
Securities Act of 1933.
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities Being Registered be registered(1) Per Unit(2) Offering Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Debt Securities.................... US$1,000,000,000 100% US$1,000,000,000 US$80,900.00
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Guarantee of the Treasurer on behalf
of the Government of Queensland.... (3) (3) (3) (3)
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(1) Or, if any Debt Securities are issued at an original issue discount or are
denominated in a currency other than United States dollars, such different
amount as shall result in proceeds of not more than US$775,879,000 to
Queensland Treasury Corporation. The Debt Securities are not being
registered for the purpose of sales outside the United States.
(2) Estimated solely for purpose of determining the registration fee.
(3) No consideration will be received by the Government of Queensland for the
Guarantee.
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective as described herein.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained in this Registration Statement and supplements to such Prospectus will
also be used in connection with US$224,121,000 of Debt Securities registered
under Registration Statement No. 333-101023.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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CROSS REFERENCE SHEET
Cross reference sheet between Schedule B of the Securities Act of 1933 and the
Prospectus.
Schedule B
Item Heading of Prospectus
---- ---------------------
1........................... Cover Page
2........................... Use of Proceeds
3........................... Supplementary Tables and Information*
4........................... Debt Record
5........................... Supplementary Tables and Information*
6........................... **
7........................... Authorized Agent in the United States
8........................... **
9........................... **
10.......................... **
11.......................... ***
12.......................... Validity of Securities and Guarantee
13.......................... ***
14.......................... ***
___________________
* Contained in the annual report on Form 18-K of the Registrants for the
fiscal year ended June 30, 2003, incorporated by reference into the
Prospectus.
** Information to be provided from time to time in Prospectus Supplements in
connection with any offering of Debt Securities registered hereby.
*** Information included in Part II to this Registration Statement or as an
Exhibit hereto or to be included in post-effective amendments hereto.
EXPLANATORY NOTE
The Prospectus included in this Registration Statement relates to
US$1,224,121,000 aggregate principal amount of Debt Securities of Queensland
Treasury Corporation to be offered as separate issues from time to time on the
terms and in the manner to be specified in Supplements to the Prospectus
contained herein. Such Prospectus Supplements will be delivered with the
Prospectus included in this Registration Statement in connection with each such
offering. Of such aggregate initial offering price, US$1,000,000,000 is being
registered hereby and US$224,121,000 was previously registered under the
Registrant's Registration Statement No. 333-101023. The first US$224,121,000
offered and sold pursuant to the Prospectus included herein shall be deemed to
be the Debt Securities registered under Registration Statement No. 333-101023.
PROSPECTUS
- ----------
US$1,224,121,000
Queensland Treasury Corporation
Debt Securities
Guaranteed by
The Treasurer on behalf of
The Government of Queensland
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We may from time to time offer our unsecured debt securities consisting of
notes, bonds, debentures, inscribed stock or other evidences of indebtedness in
the United States with an aggregate principal amount of up to US$1,224,121,000.
The securities will be offered as separate issues in amounts, at prices and on
terms to be determined at the time of sale and to be set forth in a prospectus
supplement or prospectus supplements.
The terms of the securities, including, where applicable, the specific
designation, aggregate principal amount, currency of denomination and payment
(which may include composite currencies such as the Euro), denominations,
maturity, rate (which may be fixed or variable) and time of payment of interest,
terms for redemption or exchange at our option or the holder, procedures
relating to the transfer of ownership of the securities, terms for sinking fund
payment or analogous provisions, the initial public offering price, the names of
and the amounts to be purchased by any underwriters or agents, the compensation
of any underwriters or agents, the other specific terms in connection with the
offering and sale of each issue of the securities in respect of which this
prospectus is being delivered and information relating to developments
subsequent to the date of this prospectus, will be set forth in a prospectus
supplement or prospectus supplements relating to the issue of securities.
The securities may be sold directly by us in the United States at an
aggregate initial offering price of not more than US$1,224,121,000 or, if
applicable, the equivalent thereof in any other currency, currencies or currency
units, through agents designated from time to time or to or through underwriters
or dealers. Please see "Plan of Distribution" for a discussion regarding our
distribution arrangements. If any of our agents or any underwriters are involved
in the sale of any securities in respect of which this prospectus is being
delivered, we will provide the names of the agents or underwriters and any
applicable commissions or discounts in a prospectus supplement. The net proceeds
we receive from the sale also will be set forth in a prospectus supplement.
The securities may be issued in registered form or bearer form with coupons
attached or both. In addition, all or a portion of the securities of a series
may be issuable in temporary or permanent global form. Securities in bearer form
are offered only to non-United States persons and to offices located outside the
United States and its possessions of certain United States financial
institutions.
The distribution of this prospectus and the prospectus supplement and the
offer and delivery of the securities is not permitted in, or to any residents
of, the Commonwealth of Australia. For further discussion regarding restrictions
on sales of securities please see "Description of Securities and
Guarantee--Selling Restrictions".
For a discussion of certain United States federal income tax consequences
to holders of the securities, see "Description of Securities and Guarantee -
United States Federal Taxation".
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
The date of this prospectus is November 13, 2003.
The delivery of this prospectus at any time does not imply that the
information contained herein is correct as of any time after its date and the
information contained in this prospectus is qualified in its entirety by the
supplementary information contained in the applicable prospectus supplement
relating to a particular issue of securities.
Table of Contents
Where You Can Find More Information ................................... 2
Queensland Treasury Corporation ....................................... 2
Queensland ............................................................ 3
Use of Proceeds ....................................................... 3
Debt Record ........................................................... 3
Description of Securities and Guarantee ............................... 3
General ............................................................... 3
Payments .............................................................. 4
Transfer and Exchange ................................................. 5
Status of the Securities .............................................. 5
Limitations on Issuance of Securities in Bearer Form .................. 5
Global Securities ..................................................... 6
Taxation by the Commonwealth of Australia ............................. 7
Interest Withholding Tax .............................................. 7
Payment of Additional Amounts in Certain Circumstances ................ 9
Income and Other Taxes ................................................ 10
Inheritance Taxes ..................................................... 10
Selling Restrictions .................................................. 10
Australian Exchange Control Restrictions .............................. 11
United States Federal Taxation ........................................ 11
Payments of Interest .................................................. 11
Original Issue Discount ............................................... 12
Securities Purchased at a Premium ..................................... 17
Purchase, Sale and Retirement of the Securities ....................... 17
Exchange of Amounts in Other Than U.S. Dollars ........................ 18
Indexed Securities .................................................... 18
Backup Withholding and Information Reporting .......................... 18
Redemption ............................................................ 18
General ............................................................... 18
For Taxation .......................................................... 18
Acceleration of Maturity .............................................. 18
Modification .......................................................... 19
Guarantee of the Treasurer on behalf of the Government of Queensland .. 19
Jurisdiction, Consent to Service and Enforceability ................... 19
Governing Law ......................................................... 19
Plan of Distribution .................................................. 19
Validity of Securities and Guarantee ................................. 20
Experts and Public Official Documents ................................. 20
Authorized Agent in the United States ................................. 21
Further Information ................................................... 21
Where You Can Find More Information
We file annual reports and other information with the Securities and
Exchange Commission ("SEC"). You may read and copy any documents we file at the
SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room.
The SEC allows us to "incorporate by reference" the documents that we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information as well as
the information included in this prospectus. We incorporate by reference the
annual report on Form 18-K for us and the Government of Queensland for the
fiscal year ended June 30, 2003 and any future reports and amendments filed with
the SEC under Sections 13(c) and 15(d) of the United States Securities Exchange
Act of 1934. Our Form 18-K contains, among other information, our most recently
published annual report and consolidated financial statements and our most
recently published interim financial statements, from time to time.
Queensland Treasury Corporation
In 1982 the Queensland Government established the Queensland Government
Development Authority as a corporation sole constituted by the Under Treasurer
pursuant to the Statutory Bodies Financial Arrangements Act 1982 to act as a
central borrowing authority for the State. The powers of that statutory body
were expanded in 1988 and the name changed to Queensland Treasury Corporation
("Corporation") pursuant to the Queensland Treasury Corporation Act 1988 (the
"Act").
Under section 10 of the Act, the Corporation established the Queensland
Treasury Corporation Capital Markets Board (the "Board") to determine and
implement ongoing strategies for capital market operations.
Under the Act, the Corporation has as its statutory objectives:
(a) to act as a financial institution for the benefit of and the provision
of financial resources and services to statutory bodies and the State;
(b) to enhance the financial position of the Corporation, other statutory
bodies and the State; and
(c) to enter into and perform financial and other arrangements that in the
opinion of the Corporation have as their objective:
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(i) the advancement of the financial interests of the State;
(ii) the development of the State or any part thereof; or
(iii) the benefit of persons or classes of persons resident in or
having or likely to have an association with Queensland.
In furtherance of these objectives, the Act also provides that the
Corporation has the following functions:
(a) to borrow, raise or otherwise obtain financial accommodation in
Australia or elsewhere;
(b) to advance money or otherwise make financial accommodation available;
(c) to act as a central borrowing and capital raising authority for the
statutory bodies of the State;
(d) to act as agent for statutory bodies in negotiating, entering into and
performing financial arrangements;
(e) to provide a medium for the investment of funds of the Treasurer,
statutory bodies or any other persons; and
(f) to manage or cause to be managed the Corporation's financial rights and
obligations.
As at June 30, 2003, the Corporation had a total of $26.866 billion in
assets compared to $26.039 billion at June 30, 2002.
Queensland
The State of Queensland (the "State" or "Queensland") has the second
largest land area of the six Australian States and the largest habitable area.
It occupies the northeastern quarter of Australia, covering 1.7 million square
kilometres, stretching from the sub-tropical and densely populated southeast to
the tropical, sparsely populated Cape York Peninsula in the north. The State's
geography and climate are suitable for the production of a wide variety of
agricultural products, the most important being meat, grains, sugar and wool. In
addition, the State has extensive deposits of minerals (including large reserves
of coal and one of the world's largest known bauxite deposits), a diverse
industrial base, well-developed ports and transportation systems and an educated
workforce. A land transportation network of approximately 10,000 kilometers of
railway lines and 170,000 kilometers of roads supports the development of the
State's resources.
Queensland is the third most populous State in Australia with a population
of over 3.655 million persons, or 19.3% of Australia's population at August
2001. Approximately two-thirds of Queensland's population lives in the Brisbane
and Moreton region in the south-eastern corner of the State, an area with mild
climate and a developed industrial base. The remainder of the State's population
is spread quite widely, making Queensland's population the most dispersed of the
Australian States.
Brisbane, the capital of Queensland, with its surrounding metropolitan area
has approximately 1.6 million residents. There are seven other population
centres in Queensland with over 50,000 residents.
Use of Proceeds
We will use the net proceeds from the sale of the securities to finance the
activities of the State of Queensland and its statutory bodies.
Debt Record
Neither we, nor any predecessor, nor the Treasurer on behalf of the
Government of Queensland has ever defaulted on the payment of principal of, or
premium, if any, or interest on any security issued by it.
Description of Securities and Guarantee
The following is a brief summary of the terms and conditions of the
securities, the guarantee and the fiscal agency agreement or agreements pursuant
to which our securities, other than our domestic A$ bonds (which, for purposes
of the Act and other purposes, have been and are identified as "Inscribed
Stock") will be issued. Copies of the forms of securities and the form of fiscal
agency agreement are or will be filed as exhibits to the registration statement
of which this prospectus is a part.
Below is a summary of the material provisions of the terms and conditions
of the securities. For more complete information, you should read the exhibits
to the registration statement. Information provided in this summary may be
varied if we state so in a prospectus supplement.
General
The securities may be issued in one or more series as we may authorize from
time to time. You should refer to the applicable prospectus supplement for the
following terms of the securities offered thereby:
o the designation and aggregate principal amount and any limitation on
the principal amount and authorized denominations;
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o the currency or currencies or composite currency unit of denomination
and payment;
o the percentage of their principal amount at which the securities will
be issued;
o the maturity date or dates;
o the interest rate or rates, if any, which may be fixed or variable,
and the manner in which the rate or rates will be determined;
o the interest payment dates, if any, and the dates from which interest
accrues;
o any optional or mandatory redemption or exchange terms, including with
respect to our domestic A$ bonds, or repurchase or sinking fund
provisions;
o whether the offered securities will be in bearer form with interest
coupons, if any, or in registered form, or both;
o whether any of the securities are to be issuable initially in
temporary global form and whether any of the securities are to be
issuable in permanent global form, the authorized denominations of
securities in each form, and restrictions on the exchange of one form
for another;
o any securities exchange or exchanges to which an application for
listing of the securities has been or may be made and the extent to or
the manner in which any interest payable on the global security
representing the securities will be paid;
o paying agents, at whose offices payments of principal and any premium
or interest will be made;
o procedures relating to the transfer of ownership of the securities;
o if the amounts of the payment of principal of and any premium or
interest on the securities may be determined by reference to an index,
the manner in which the amounts may be determined; and
o any other specific provisions.
We will appoint a fiscal agent or agents in connection with the securities,
other than our domestic A$ bonds, whose duties will be governed by the relevant
fiscal agency agreement. We may replace the fiscal agent and may appoint
different fiscal agents for different series of securities. We may maintain
deposit accounts and conduct other banking and financial transactions with the
fiscal agent. A register for the registration and transfer of securities, other
than our domestic A$ bonds, will be kept by the fiscal agent in The City of New
York. The fiscal agent is our agent, is not a trustee for you and does not have
the same responsibilities or duties to act for you as would a trustee.
Securities may be issued as discounted securities, which means that they
bear no interest or interest at a rate which at the time of issuance is below
market rates, to be sold at a substantial discount below their stated principal
amount or may have payments denominated in or determined by reference to a
currency other than United States dollars. We may issue securities which may be
redeemed and exchanged at the option of the holder thereof for our domestic A$
bonds or which are transferable as our domestic A$ bonds pursuant to settlement
procedures which will be described in a prospectus supplement relating to the
securities. Reference is made to the applicable prospectus supplement for the
terms of the exchange.
Payments
Principal of, and any premium or interest on, the securities will be
payable at the place or places and in the currency or currencies or composite
currency, such as the Euro, as we designate and set forth in the applicable
prospectus supplement. Subject to the procedure relating to global securities
described below, and unless otherwise provided in the applicable prospectus
supplement, the principal of the securities in registered form, other than our
domestic A$ bonds, will be payable at the corporate trust office of the fiscal
agent in The City of New York or by transfer to a dollar account maintained by
the payee with a bank in The City of New York, and the principal of any
securities in bearer form will be payable by check at the offices or agencies of
the fiscal agent or other paying agent outside the United States as we may
designate from time to time or by transfer to a dollar account maintained by the
payee with a bank outside of the United States.
Subject to the procedure relating to global securities described below,
interest, if any, on registered securities will be paid, unless otherwise
provided in the applicable prospectus supplement, by check mailed to the persons
in whose names securities are registered at the close of business on the record
dates designated in the applicable prospectus supplement at each person's
address appearing on the register of securities or by transfer to a dollar
account maintained by the payee with a bank in The City of New York.
Interest on any bearer securities will be payable by check or by transfer
to a dollar account maintained by the payee with a bank outside of the United
States upon
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surrender of any applicable coupon at the offices or agencies of the fiscal
agent or any other paying agent outside of the United States as we may designate
from time to time. No payment of interest on bearer securities will be made at
the corporate trust office of the fiscal agent or any other office in the United
States, nor will any payment be made by mail to an address in the United States
or by transfer to an account maintained by a holder with a bank in the United
States. If payments in respect of United States dollar denominated bearer
securities at the offices outside of the United States are illegal or
effectively precluded because of the imposition of exchange controls or similar
restrictions on the payment or receipt of the amounts in dollars, we may
instruct that the payments be made at an office or agency located in the United
States. If bearer securities are issued, we will designate the offices of at
least one paying agent outside of the United States as the location at which
interest on the bearer securities will be paid.
Unless otherwise provided in the applicable prospectus supplement, interest
on our domestic A$ bonds will be paid by a check mailed to the person in whose
name the domestic A$ bonds are registered at the close of business on the record
dates designated in the applicable prospectus supplement at the person's address
appearing on the register for our domestic A$ bonds that we maintain at the
address specified in the applicable prospectus supplement. Our domestic A$ bonds
will not be issued in bearer form. Unless otherwise provided in the applicable
prospectus supplement, the principal of our domestic A$ bonds will be payable by
check posted directly to the person in whose name the domestic A$ bonds are
registered on the register at the close of business on the maturity date of the
domestic A$ bonds set forth in the applicable prospectus supplement at the
person's address appearing on the register.
Transfer and Exchange
Unless otherwise provided in the applicable prospectus supplement, the
securities, other than our domestic A$ bonds, may be presented for transfer or
exchange, other than for the exchange of securities for domestic A$ bonds, at
the corporate trust office of the fiscal agent in New York City, subject to the
limitations set forth in the fiscal agency agreement. Upon surrender for
exchange or transfer of any security, the fiscal agent shall authenticate and
deliver in exchange for the security, a security or securities of the
appropriate form and denomination and of an equal principal amount. No service
charge will be imposed upon the holder of a security in connection with
exchanges for securities of a different denomination or for transfers thereof,
but the fiscal agent may charge the party requesting any transfer, exchange or
registration of the securities a sum sufficient to reimburse it for any stamp or
other tax or other governmental charge required to be paid in connection with
the transfer, exchange or registration.
We, the fiscal agent and any of our other agents may treat the person in
whose name any security is registered as the owner of the security for all
purposes. The procedures for exchange of the exchangeable securities for our
domestic A$ bonds and for transfer of transferable securities and of domestic A$
bonds will be described in the applicable prospectus supplement.
Status of the Securities
The securities constitute our direct, unconditional and unsecured
obligations, the full faith and credit of which will be pledged for the payment
and performance of the securities. At the time of issuance the securities will
rank in parity with all of our other direct and general obligations for borrowed
money without any preference granted by us one above the other by reason of
priority of date of issue, currency of payment or otherwise.
Limitations on Issuance of Securities in Bearer Form
In compliance with United States federal tax laws and regulations, bearer
securities (including securities in temporary or permanent global form that are
either bearer securities or exchangeable for bearer securities) may not be
offered or sold during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the United States or
to United States persons (each as defined below) other than to an office located
outside the United States of a United States financial institution (as defined
in United States Treasury Regulations Section 1.165-12(c)(1)(iv)), purchasing
for its own account or for resale or for the account of certain customers, that
provides a certificate stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended and the United States Treasury Regulations thereunder, or to
certain other persons described in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(1)(iii)(B).
Moreover, these bearer securities may not be delivered in connection with
their sale during the restricted period within the United States or its
possessions. Any distributor (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(4)) participating in the offering of bearer
securities must covenant that it will not offer or sell during the restricted
period any bearer securities within the United States or its possessions or to
United States persons (other than the persons described above), it will not
deliver in connection with the sale of bearer securities during the restricted
period any bearer securities within the United States or its possessions, and it
has in effect procedures reasonably designed to ensure that its employees and
5
agents who are directly engaged in selling the bearer securities are aware of
the restrictions described above.
No bearer security may be delivered, nor may interest be paid on any bearer
security, until the beneficial owner of the bearer security furnishes a written
certificate to the effect that the bearer security:
o is owned by a person that is not a United States person,
o is owned by a United States person that is a foreign branch of a
United States financial institution purchasing for its own account or
for resale, or is owned by a United States person who acquired the
bearer security through a foreign branch of a United States financial
institution and who holds the bearer security through such financial
institution on the date of certification, provided in either case that
the financial institution provides a certificate to us or the
distributor selling the bearer security to it within a reasonable time
stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code and the United
States Treasury Regulations thereunder, or
o is owned by a financial institution that purchased the bearer security
for resale during the restricted period.
A financial institution described in the third point of the preceding
sentence (whether or not also described in the first two points) must certify
that it has not acquired the bearer security for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions. In the case of a bearer security in permanent global form, that
certification must be given in connection with notation of a beneficial owner's
interest therein. The bearer securities and the coupons will bear a legend which
includes the following language: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
United States Internal Revenue Code".
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, an estate the income of which is
subject to United States federal income taxation regardless of its source and a
trust if a United States court can exercise primary supervision over the trust's
administration and one or more United States persons are authorized to control
all substantial decisions of the trust. "United States" means the United States
of America (including the States and the District of Columbia), and
"possessions" of the United States include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and Northern Mariana Islands.
Global Securities
The securities may be issued in whole or in part in the form of one or more
global securities that will be deposited with or on behalf of, a depositary
identified in the prospectus supplement relating to the securities. Unless and
until it is exchangeable in whole or in part for securities in definitive form,
a global security may not be transferred except as a whole by the depositary for
the global security to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any of its nominees to a successor of the depositary or a nominee
of the successor.
The specific terms of the depositary arrangement, if any, with respect to a
series of securities will be described in the prospectus supplement relating to
that series. Unless otherwise indicated in the applicable prospectus supplement,
we anticipate that the following provisions will apply to all depositary
arrangements relating to the securities.
Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for that global security or its
nominee, also known as participants, or persons that may hold interests through
participants. These accounts shall be designated by the underwriters or agents
with respect to the securities underwritten or solicited by them. We will obtain
confirmation from the depositary that upon the issuance of a global security,
the depositary for the global security will credit, on its book-entry
registration and transfer system, the participants' accounts with the respective
principal amounts of the securities represented by the global security. The
depositary will have no knowledge of the actual holder of beneficial interests
in any global security and its records reflect only the identity of the
participants to whose accounts book-entry notes are credited. The participants
remain responsible for keeping account of their holdings on behalf of their
customers. Ownership of beneficial interests in that global security will be
shown on, and the transfer of the ownership interest will be effected only
through, records maintained by the depositary (with respect to interests of
participants) and on the records of participants with respect to interests of
persons held through participants.
The laws of some states of the United States may require that certain
purchasers of securities take physical delivery of the securities in definitive
form. These limits and the laws may impair the ability to own, transfer or
pledge beneficial interests in a global security.
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So long as the depositary for a global security, or its nominee, is the
registered owner of the global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the securities
represented by the global security for all purposes under the fiscal agency
agreement and the terms of the global security. Except as provided below, owners
of beneficial interests in a global security will not be entitled to have the
securities represented by that global security registered in their names and
will not receive or be entitled to receive physical delivery of the securities
in definitive form and will not be considered the owners or holders under the
fiscal agency agreement and the terms of the global security and the guarantee.
Accordingly, each person owning a beneficial interest in that global security
must rely on the procedures of the depositary and, if that person is not a
participant, on the procedures of the participant through which that person owns
its interest, to exercise any rights of a holder under the fiscal agency
agreement or the terms of the global security or the guarantee. We understand
that under existing industry practices, in the event that we request any action
of holders or that an owner of a beneficial interest in that global security
desires to give or take any action which a holder is entitled to give or take
under the fiscal agency agreement or the terms of the global security, the
depositary would authorize the participants holding the relevant beneficial
interests to give or take the action, and the participants would authorize
beneficial owners owning through the participants to give or take the action or
would otherwise act upon the instructions of beneficial owners owning through
them.
Payment of principal of, and premium and interest, if any, on securities
registered in the name of a depositary or its nominee will be made to the
depositary or its nominee, as the case may be, as the registered owner of the
global security representing the securities. None of us, the fiscal agent and
the paying agent or any of our other agents will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the global security for the securities or
for maintaining, supervising or reviewing any records relating to the beneficial
ownership interests.
We will obtain confirmation from the depositary that upon receipt of any
payment of principal of, or premium or interest on, a global security
denominated in United States dollars, the depositary will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amounts of the global security
as shown on the records of the depositary. Payments by participants to owners of
beneficial interests in that global security held through the participants will
be the responsibility of the participants, as is now the case with securities
held for the accounts of customers registered in "street name".
In the case of a global security denominated in, or interest with respect
to which is payable in, a foreign currency, the payment procedures will be
described in the applicable prospectus supplement. Payments in United States
dollars will be made in accordance with the preceding paragraph.
If the depositary for any securities represented by a global security
notifies us that it is unwilling or unable to continue as depositary or ceases
to be a clearing agency registered under the Securities Act and a successor
depositary is not appointed by us within ninety days after receiving that notice
or becoming aware that the depositary is no longer so registered, we will issue
the securities in definitive form upon registration of transfer of, or in
exchange for, the global security. We may also at any time and in our sole
discretion determine not to have the securities represented by one or more
global securities and, in that event, will issue securities in definitive form
in exchange for all of the global securities representing the securities. In
addition, securities represented by one or more global securities which are by
their terms exchangeable for another class of securities shall be transferable
to the extent necessary to permit the exchange. If applicable, the procedures
for effecting any exchange will be described in the applicable prospectus
supplement.
Taxation by the Commonwealth of Australia
Interest Withholding Tax
Generally, interest paid by us to a non-resident of Australia, who does not
derive the interest in carrying on business at or through a permanent
establishment in Australia, is subject to interest withholding tax at the rate
of ten percent.
Under the double taxation treaty between Australia and the United States,
no Australian interest withholding tax will be payable on interest derived by an
entity which is entitled to the benefit of that treaty where that entity is a
government body of the United States (including a body exercising governmental
functions), a United States resident bank performing central banking functions
or by a United States resident financial institution which is unrelated to, and
deals independently with, us. For these purposes, "financial institution" means
a bank or other enterprise substantially deriving its profits by raising debt
finance in the financial markets or by taking deposits at interest and using
those funds in carrying on a business of providing finance. However, if the
interest is derived as part of an arrangement involving back-to-back loans,
Australian interest withholding tax will still be payable.
A person who is not a resident of the Commonwealth of Australia within the
meaning of the Income Tax Assessment Act 1936 (Australia) and who does not
derive the interest in carrying on business at or through a
7
permanent establishment in Australia and who has acquired or acquires any of the
securities will not incur or become liable for any Australian income tax (other
than interest withholding tax) on interest, or amounts in the nature of
interest, payable in respect of the securities. The terms of issue and the
procedures for the issue of the securities are intended to satisfy the
conditions for exemption from interest withholding tax under Section 128F of the
Income Tax Assessment Act 1936 (Australia), as amended.
Under Australian law as currently in effect, Australian withholding tax at
the rate of 10% will be deducted by us from payments of any interest on our
domestic A$ bonds paid to a non-resident of Australia. We are not obliged to
"gross-up", nor make any additional payments to a holder of domestic A$ bonds in
respect of any withholding.
Interest, or an amount in the nature of interest, paid by us is exempt from
Australian withholding tax under Section 128F if debt securities are issued by
us outside Australia and if a "public offer" test is satisfied. The public offer
test is satisfied if the debt securities are issued as a result of being offered
for issue:
(a) to at least 10 persons each of whom:
(i) was carrying on a business of providing finance, or investing
or dealing in securities, in the course of operating in financial
markets; and
(ii) is not known, or suspected, by us to be an associate (as
defined in Section 128F) of any of the other nine such persons ; or
(b) to at least 100 persons whom it is reasonable for us to regard as
having acquired instruments similar to the debt securities in the past or
being likely to acquire instruments similar to the debt securities in the
future; or
(c) as a result of being accepted for listing on a stock exchange
outside Australia, where we have entered into an agreement with a dealer,
manager or underwriter in relation to the placement of the debt securities
requiring us to seek such a listing; or
(d) as a result of negotiations being initiated publicly in electronic
form, or in another form, that is used by financial markets for dealing in
instruments similar to the debt securities; or
(e) to a dealer, manager or underwriter in relation to the placement
of debt securities who, under an agreement with us, offered the debt
securities for sale within 30 days in a way covered by any of paragraphs
(a) to (d) above.
In relation to the issue of a global security, the "public offer" test will
be satisfied if the global security falls within the description of "global
bond" in Section 128F(10). Broadly speaking, this will be the case if the
following requirements are satisfied:
(i) the global security describes itself as a global bond or a
global note; and
(ii) it is issued to a clearing house (as defined in Section
128F(9)) or to a person as trustee or agent for, or otherwise on
behalf of, one or more clearing houses; and
(iii)in connection with the issue of the global security, the
clearing house or houses confer rights in relation to the global
security on other persons and will record the existence of the rights;
and
(iv) before the issue of the global security, we, or a dealer,
manager or underwriter, in relation to the placement of debt
securities on our behalf, announces that, as a result of the issue,
those rights will be able to be created; and
(v) the announcement is made in a way or ways covered by any of
paragraphs (a) to (e) above (reading a reference in those paragraphs
to "debt securities" as if it were a reference to the rights referred
to in paragraph (iv) above and a reference to "us" as if it included a
reference to the dealer, manager, or underwriter); and
(vi) under the terms of the global security, interests in the
global security are able to be surrendered, whether or not in
particular circumstances, in exchange for other debt securities issued
by us that are not themselves global securities.
The public offer test is not satisfied if at the time of the issue we know,
or have reasonable grounds to suspect, that the debt security or an interest in
the debt security was being, or would later be, acquired directly or indirectly
by an Offshore Associate of ours other than one acting in the capacity of a
dealer, manager, or underwriter in relation to the placement of the debt
securities or in the capacity of a clearing house, custodian, funds manager or
responsible entity of a registered scheme (within the meaning of the
Corporations Act 2001 (Australia)). Nor will the exemption from interest
withholding tax apply if, at the time of the payment of interest to a person, we
know or have reasonable grounds to suspect that the holder concerned is one of
our Offshore Associates other than one receiving the payment in the capacity of
a clearing house, paying agent, custodian, funds manager or responsible entity
of a registered scheme without losing the benefit of the exemption from interest
withholding tax. An "Offshore Associate" is an associate (as defined in Section
8
128F) of ours that is either a non-resident of the Commonwealth of Australia
which does not acquire the securities in carrying on a business at or through a
permanent establishment in Australia or, alternatively, is a resident of
Australia that acquires the securities in carrying on a business at or through a
permanent establishment outside of Australia.
To reduce the risk that the public offer test will not be satisfied we have
identified our known associates and have requested that they do not acquire any
of our securities which are issued outside Australia.
Payment of Additional Amounts in Certain Circumstances
All payments by us of or in respect of, principal of, and any premium and
interest on, the securities, except for the domestic A$ bonds, will be made
without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed or
levied by or on behalf of the Commonwealth of Australia or any political
subdivision or authority thereof or therein having power to tax, unless the
withholding or deduction of the taxes, duties, assessments or governmental
charges is required by law. In that event, we or, as the case may be, the
guarantor will pay the additional amounts as may be necessary in order that the
net amounts receivable by you after the withholding or deduction (and after
deduction of any additional taxes, duties, assessments or governmental charges
payable in respect of such additional amounts) shall equal the respective
amounts of principal and interest which would have been receivable in respect of
the securities, in the absence of the withholding or deduction. However, no
additional amounts will be so payable for or on account of:
(1) any withholding, deduction, tax, duty, assessment or other
governmental charge which would not have been imposed but for the fact that
the holder:
(A) was a resident, domiciled in or a national of, or engaged in
business or maintained a permanent establishment or was physically
present in, Australia or otherwise had some connection with Australia
other than the mere ownership of, or receipt of payment under, the
security;
(B) presented a security for payment in Australia, unless the
security could not have been presented for payment elsewhere; or
(C) presented the security more than 30 days after the date on
which the payment in respect of the security first became due and
payable or provided for, whichever is later, except to the extent that
the holder would have been entitled to the additional amounts if it
had presented the security for payment on any day within the period of
30 days;
(2) any estate, inheritance, gift, sale, transfer, personal property
or similar tax, assessment or other governmental charge or any withholding
or deduction on account of such taxes;
(3) any tax, assessment or other governmental charge which is payable
otherwise than by withholding or deduction from payments of (or in respect
of) principal of, or any premium or interest on, the security;
(4) any withholding, deduction, tax, assessment or other governmental
charge which is imposed or withheld by reason of the failure by the holder
of a security or, if the security is a global security, the beneficial
owner of a security to comply with our request addressed to the holder or
beneficial owner, as the case may be,
(A) to provide information concerning the nationality, residence,
identity or address of the holder or the beneficial owner, as the case
may be; or
(B) to make any declaration or other similar claim or satisfy any
information or reporting requirement, which, in the case of (A) or
(B), is required or imposed by a statute, treaty, regulation or
administrative practice of Australia or any political subdivision or
authority thereof or therein having the power to tax as a precondition
to exemption from all or part of the withholding, deduction, tax,
assessment or other governmental charge; or
(5) any combination of items (1), (2), (3) and (4) above.
Furthermore, no additional amounts will be paid with respect to any payment
of, or in respect of, the principal of, or any premium or interest on, the
securities to any holder who is a fiduciary or partnership or other than the
sole beneficial owner of the payment to the extent the payment would, under the
laws of the Commonwealth of Australia or any political subdivision or authority
thereof or therein having the power to tax, be treated as being derived or
received for tax purposes by a beneficiary or settlor with respect to the
fiduciary or a member of the partnership or a beneficial owner who would not
have been entitled to the additional amounts had it been the holder of a
security.
We will not be liable to pay additional amounts to any holder for any
deduction or withholding on account of any duties or taxes where those duties or
taxes are imposed or
9
levied by or on behalf of the Commonwealth of Australia by virtue of the holder
being our associate (as defined in Section 128F of the Income Tax Assessment Act
1936 (Australia)) or as a result of the holder being a party to or participating
in a scheme to avoid the duties or taxes, being a scheme which we neither were
party to nor participated in.
Australian withholding tax at the rate of 10% will be deducted by us from
payments of any interest on our domestic A$ bonds paid to a non-resident of
Australia. We are not obliged to "gross up", nor make any additional payments
to, a holder of domestic A$ bonds in respect of any withholding.
Any reference herein to principal or interest in respect of the securities
will also be deemed to refer to any additional amounts which may be payable in
respect of those securities.
Income and Other Taxes
Under Australian law as currently in effect, a person who is a non-resident
and who is a holder of securities or domestic A$ bonds will not by reason only
of that ownership incur or become liable for any Australian taxes or duties of
whatsoever nature in respect of principal of or (except as described in
"Interest Withholding Tax" above, noting the exemption from that tax afforded by
Section 128F where its requirements are complied with) interest, or amounts in
the nature of interest (including original issue discount, or premium, if any),
in respect of, the securities or domestic A$ bonds, provided that no such
interest, amount in the nature of interest, or premium is derived in carrying on
business through a permanent establishment in Australia.
Under Australian law as currently in effect, no Australian income or other
tax is payable on any profit on sale of the securities or domestic A$ bonds
which are held by non-residents except if the securities or the domestic A$
bonds, as the case may be, are purchased with the intention of deriving that
profit by resale, or the securities or domestic A$ bonds, as the case may be,
are trading stock of the vendor or if an ordinary incident of the vendor's
business is the sale of securities for a profit and, in any case, the profit
from the sale has a source in Australia. The profit will generally only have a
source in Australia if the business is conducted in Australia, if the securities
or domestic A$ bonds, as the case may be, are sold in Australia or the
securities or domestic A$ bonds, as the case may be, are physically held in
Australia.
Notwithstanding that a profit from a sale of securities or domestic A$
bonds is prima facie assessable in Australia in the circumstances referred to
above, if the vendor is a resident of a country with which Australia has a
double taxation agreement, then depending on the circumstances of the case and
the terms of the relevant treaty, relief from Australian tax may nevertheless be
available under the treaty.
Inheritance Taxes
Under Australian law as currently in effect, no Australian state or Federal
estate duty or other inheritance taxes will be payable in respect of securities
or domestic A$ bonds held at the date of death regardless of the holder's
domicile at the date of death.
Selling Restrictions
No prospectus in relation to the securities has been lodged with or
registered by the Australian Securities and Investments Commission. The
securities may not be offered or sold, directly or indirectly, in the
Commonwealth of Australia, its territories and possessions. Each dealer has or
will severally represent and agree with us that in connection with the
distribution of the securities:
o it has not directly or indirectly offered for subscription or purchase
or issued invitations to subscribe for or buy nor has it sold any of
the securities;
o it will not directly or indirectly offer for subscription or purchase
or issue invitations to subscribe for or buy or sell any of the
securities; and
o it has not distributed and will not distribute any draft or final form
offering memorandum, advertisement or other offering material relating
to any of the securities,
in Australia or to any person that the employees of the Dealer acting in
connection with the offer or sale know or have reasonable grounds to suspect is
one of our Offshore Associates other than one acting in the capacity of a
dealer, manager, or underwriter in relation to the placement of the securities
or in the capacity of a clearing house, custodian, funds manager or responsible
entity of a registered scheme (within the meaning of the Corporations Act 2001
(Australia)).
Each Dealer has agreed to co-operate with us with a view to ensuring that
securities are offered for sale in such a manner which will allow payments of
interest or amounts in the nature of interest on the securities to be exempt
from Australian withholding tax under section 128F of the Income Tax Assessment
Act 1936 (Australia), as amended.
10
Australian Exchange Control Restrictions
The written approval of the Australian Minister for Foreign Affairs is
required for transactions involving the control or ownership of assets by
persons or entities linked to terrorist activities and identified by the United
Nations and the Commonwealth of Australia under the Charter of the United
Nations (Anti-terrorism - Persons and Entities) List, as published from time to
time in the Commonwealth Government Gazette. This includes individuals or
entities linked with the Taliban, Usama bin Laden and other terrorist
organizations. Transactions involving persons published in the Gazette without
the permission of the Minister are a criminal offence.
Transactions involving individuals associated with the regime of former
President of Yugoslavia Slobodan Milosevic and certain ministers and senior
officials of the Government of Zimbabwe are prohibited under the Banking
(Foreign Exchange) Regulations 1959 (Cth). The Reserve Bank of Australia
publishes changes to prohibited parties and variations in the restrictions on
those parties from time to time in the Commonwealth Government Gazette.
Transactions over A$100,000 involving the Embassy of the Federal Republic
of Yugoslavia, the Consulate-General of the Federal Republic of Yugoslavia and
Narodna Banka Jugoslavije (including Banque Nationale de Yugoslavie) require
prior approval from the Reserve Bank of Australia.
United States Federal Taxation
This section describes the principal United States federal income tax
consequences of owning the securities we are offering. It applies to you only if
you acquire securities in this offering and you own your securities as capital
assets for tax purposes. This section does not apply to you if you are a member
of a class of holders subject to special rules, such as:
o a dealer in securities or currencies,
o a trader in securities that elects to use a mark-to-market method of
accounting for your securities holdings,
o a bank,
o a life insurance company,
o a tax-exempt organization,
o a person that owns securities that are a hedge or that are hedged
against interest rate or currency risks,
o a person that owns securities as part of a straddle or conversion
transaction for tax purposes, or
o a person whose functional currency for tax purposes is not the U.S.
dollar.
This section deals only with securities that are due to mature 30 years or less
from the date on which they are issued. The United States federal income tax
consequences of owning securities that are due to mature more than 30 years from
their date of issue will be discussed in an applicable prospectus supplement.
This section is based on the United States Internal Revenue Code of 1986, as
amended, its legislative history, existing and proposed regulations under the
Internal Revenue Code, published rulings and court decisions, all as currently
in effect. These laws are subject to change, possibly on a retroactive basis.
- --------------------------------------------------------------------------------
Please consult your own tax advisor concerning the consequences of owning these
securities in your particular circumstances under the code and the laws of any
other taxing jurisdiction.
- --------------------------------------------------------------------------------
This section describes the tax consequences to a United States holder. You
are a United States holder if you are a beneficial owner of a security and you
are:
o a citizen or resident of the United States,
o a domestic corporation,
o an estate whose income is subject to United States federal income tax
regardless of its source, or
o a trust if a United States court can exercise primary supervision over
the trust's administration and one or more United States persons are
authorized to control all substantial decisions of the trust.
Payments of Interest
Except as described below in the case of interest on a discount security
that is not qualified stated interest (each as defined below under "Description
of Securities and Guarantee - United States Federal Taxation - Original Issue
Discount - General"), you will be taxed on any interest on your security,
whether payable in U.S. dollars or a currency, composite currency or basket of
currencies other than U.S. dollars (a "foreign currency") as ordinary income at
the time you receive the interest or it accrues, depending on your method of
accounting for tax purposes.
Cash Basis Taxpayers. If you are a taxpayer that uses the cash receipts and
disbursements method of accounting for tax purposes and you receive an interest
payment that
11
is denominated in, or determined by reference to, a foreign currency, you must
recognize income equal to the U.S. dollar value of the interest payment, based
on the exchange rate in effect on the date of receipt, regardless of whether you
actually convert the payment into U.S. dollars.
Accrual Basis Taxpayers. If you are a taxpayer that uses an accrual method
of accounting for tax purposes, you may determine the amount of income that you
recognize with respect to an interest payment denominated in, or determined by
reference to, a foreign currency by using one of two methods. Under the first
method, you will determine the amount of income accrued based on the average
exchange rate in effect during the interest accrual period (or, with respect to
an accrual period that spans two taxable years, that part of the period within
the taxable year).
If you elect the second method, you would determine the amount of income
accrued on the basis of the exchange rate in effect on the last day of the
accrual period (or, in the case of an accrual period that spans two taxable
years, the exchange rate in effect on the last day of the part of the period
within the taxable year). Additionally, under this second method, if you receive
a payment of interest within five business days of the last day of your accrual
period or taxable year, you may instead translate the interest accrued into U.S.
dollars at the exchange rate in effect on the day that you actually receive the
interest payment. If you elect the second method it will apply to all debt
instruments that you own at the beginning of the first taxable year to which the
election applies and to all debt instruments that you thereafter acquire. You
may not revoke this election without the consent of the Internal Revenue
Service.
When you actually receive an interest payment (including a payment
attributable to accrued but unpaid interest upon the sale or retirement of your
security) denominated in, or determined by reference to, a foreign currency for
which you accrued an amount of income, you will recognize ordinary income or
loss measured by the difference, if any, between the exchange rate that you used
to accrue interest income and the exchange rate in effect on the date of
receipt, regardless of whether you actually convert the payment into U.S.
dollars.
Original Issue Discount
General. If you own a security, other than a security with a term of one
year or less (a short-term security), it will be treated as issued at an
original issue discount (a discount security) if the amount by which the
security's stated redemption price at maturity exceeds its issue price is more
than a de minimis amount. All three terms are defined below. Generally, a
security's issue price will be the first price at which a substantial amount of
securities included in the issue of which the security is a part are sold to
persons other than bond houses, brokers, or similar persons or organizations
acting in the capacity of underwriters, placement agents, or wholesalers. A
security's stated redemption price at maturity is the total of all payments
provided by the security that are not payments of qualified stated interest.
Generally, an interest payment on a security is qualified stated interest if it
is one of a series of stated interest payments on a security that are
unconditionally payable at least annually at a single fixed rate (with certain
exceptions for lower rates paid during some periods) applied to the outstanding
principal amount of the security. There are special rules for variable rate
securities that we discuss below under "Description of Securities and Guarantee
- - United States Federal Taxation - Original Issue Discount - Variable Rate
Securities".
In general, your security is not a discount security if the amount by which
its stated redemption price at maturity exceeds its issue price is less than 1/4
of 1 percent of its stated redemption price at maturity multiplied by the number
of complete years to its maturity (the de minimis amount). Your security will
have de minimis original issue discount if the amount of the excess is less than
the de minimis amount. If your security has de minimis original issue discount,
you must include the de minimis amount in income as stated principal payments
are made on the security, unless you make the election described below under
"Election to Treat All Interest as Original Issue Discount". You can determine
the amount to be included with respect to each such payment by multiplying the
total amount of your security's de minimis original issue discount by a fraction
equal to:
o the amount of the principal payment made
divided by:
o the stated principal amount of the security.
Inclusion of Original Issue Discount in Income. Generally, if your discount
security matures more than one year from its date of issue, you must include the
original issue discount ("OID") in income before you receive cash attributable
to that income. The amount of OID that you must include in income is calculated
using a constant-yield method, and generally you will include increasingly
greater amounts of OID in income over the life of your discount security. More
specifically, you can calculate the amount of OID that you must include in
income by adding the daily portions of OID with respect to your discount
security for each day during the taxable year or portion of the taxable year
that you own your discount security (accrued OID). You can determine the daily
portion by allocating to each day in any accrual period a pro rata portion of
the OID allocable to that accrual period. You may select an accrual period of
any length with respect to your discount security and you may vary the length of
each accrual period over the term of your discount security.
12
However, no accrual period may be longer than one year and each scheduled
payment of interest or principal on your discount security must occur on either
the first or final day of an accrual period.
You can determine the amount of OID allocable to an accrual period by:
o multiplying your discount security's adjusted issue price at the
beginning of the accrual period by your security's yield to maturity,
and then
o subtracting from this figure the sum of the payments of qualified
stated interest on your security allocable to the accrual period.
o You must determine the discount security's yield to maturity on the
basis of compounding at the close of each accrual period and adjusting
for the length of each accrual period. Further, you determine your
discount security's adjusted issue price at the beginning of any
accrual period by:
o adding your discount security's issue price and any accrued OID for
each prior accrual period, and then
o subtracting any payments previously made on your discount security
that were not qualified stated interest payments.
If an interval between payments of qualified stated interest on your
discount security contains more than one accrual period, then, when you
determine the amount of OID allocable to an accrual period, you must allocate
the amount of qualified stated interest payable at the end of the interval,
including any qualified stated interest that is payable on the first day of the
accrual period immediately following the interval, pro rata to each accrual
period in the interval based on their relative lengths. In addition, you must
increase the adjusted issue price at the beginning of each accrual period in the
interval by the amount of any qualified stated interest that has accrued prior
to the first day of the accrual period but that is not payable until the end of
the interval. You may compute the amount of OID allocable to an initial short
accrual period by using any reasonable method if all other accrual periods,
other than a final short accrual period, are of equal length.
The amount of OID allocable to the final accrual period is equal to the
difference between:
o the amount payable at the maturity of your security (other than any
payment of qualified stated interest), and
o your security's adjusted issue price as of the beginning of the final
accrual period.
Acquisition Premium. If you purchase your security for an amount that is
less than or equal to the sum of all amounts, other than qualified stated
interest, payable on your security after the purchase date but is greater than
the amount of your security's adjusted issue price (as determined above under
"Description of Securities and Guarantee - United States Federal Taxation -
Original Issue Discount - General"), the excess is acquisition premium. If you
do not make the election described below under "Election to Treat All Interest
as Original Issue Discount", then you must reduce the daily portions of OID by
an amount equal to:
o the excess of your adjusted basis in the security immediately after
purchase over the adjusted issue price of your security
divided by:
o the excess of the sum of all amounts payable, other than qualified
stated interest, on your security after the purchase date over your
security's adjusted issue price.
Pre-Issuance Accrued Interest. An election can be made to decrease the
issue price of your security by the amount of pre-issuance accrued interest if:
o a portion of the initial purchase price of your security is
attributable to pre-issuance accrued interest,
o the first stated interest payment on your security is to be made
within one year of your security's issue date, and
o the payment will equal or exceed the amount of pre-issuance accrued
interest.
If this election is made, a portion of the first stated interest payment will be
treated as a return of the excluded pre-issuance accrued interest and not as an
amount payable on your security.
Securities Subject to Contingencies Including Optional Redemption. Your
security is subject to a contingency if it provides for an alternative payment
schedule or schedules applicable upon the occurrence of a contingency or
contingencies, other than a remote or incidental contingency, whether such
contingency relates to payments of interest or of principal. In such a case, you
must determine the yield and maturity of your security by assuming that the
payments will be made according to the payment schedule most likely to occur if:
13
o the timing and amounts of the payments that comprise each payment
schedule are known as of the issue date, and
o one of such schedules is significantly more likely than not to occur.
If there is no single payment schedule that is significantly more likely than
not to occur, other than because of a mandatory sinking fund, you must include
income on your security in accordance with the general rules that govern
contingent payment obligations. These rules will be discussed in the applicable
pricing supplement.
Notwithstanding the general rules for determining yield and maturity, if
your security is subject to contingencies, and either you or we have an
unconditional option or options that, if exercised, would require payments to be
made on the security under an alternative payment schedule or schedules, then:
o in the case of an option or options that we may exercise, we will be
deemed to exercise or not exercise an option or combination of options
in the manner that minimizes the yield on your security, and
o in the case of an option or options that you may exercise, you will be
deemed to exercise or not exercise an option or combination of options
in the manner that maximizes the yield on your security.
If both you and we hold options described in the preceding sentence, those rules
will apply to each option in the order in which they may be exercised. You may
determine the yield on your security for the purposes of those calculations by
using any date on which your security may be redeemed or repurchased as the
maturity date and the amount payable on the date that you chose in accordance
with the terms of your security as the principal amount payable at maturity.
If a contingency, including the exercise of an option, actually occurs or
does not occur contrary to an assumption made according to the above rules then,
except to the extent that a portion of your security is repaid as a result of
this change in circumstances and solely to determine the amount and accrual of
OID, you must redetermine the yield and maturity of your security by treating
your security as having been retired and reissued on the date of the change in
circumstances for an amount equal to your security's adjusted issue price on
that date.
Election to Treat All Interest as Original Issue Discount. You may elect to
include in gross income all interest that accrues on your security using the
constant-yield method described above under the heading "Description of
Securities and Guarantee - United States Federal Taxation - Original Issue
Discount - Inclusion of Original Issue Discount in Income", with the
modifications described below. For purposes of this election, interest will
include stated interest, OID, de minimis original issue discount, market
discount, de minimis market discount and unstated interest, as adjusted by any
amortizable bond premium (described below under "Securities Purchased at a
Premium") or acquisition premium.
If you make this election for your security, then, when you apply the
constant-yield method:
o the issue price of your security will equal your cost,
o the issue date of your security will be the date you acquired it, and
o no payments on your security will be treated as payments of qualified
stated interest.
Generally, this election will apply only to the security for which you make it
unless the security has amortizable bond premium or market discount. If the
security has amortizable bond premium, you will be deemed to have elected to
apply amortizable bond premium against interest for all debt instruments with
amortizable bond premium, other than debt instruments the interest on which is
excludible from gross income, that you own as of the beginning of the taxable
year to which the election applies or any taxable year thereafter. Additionally,
if you make this election for a market discount security, you will be treated as
having made the election discussed above under "Description of Securities and
Guarantee - United States Federal Taxation - Original Issue Discount - Market
Discount" to include market discount in income currently over the life of all
debt instruments that you currently own or later acquire. You may not revoke any
election to apply the constant-yield method to all interest on a security or the
deemed elections with respect to amortizable bond premium or market discount
securities without the consent of the Internal Revenue Service.
Variable Rate Securities. Your security will be a "variable rate security"
if:
o your security's issue price does not exceed the total noncontingent
principal payments by more than the lesser of:
o .015 multiplied by the product of the total noncontingent
principal payments and the number of complete years to maturity
from the issue date, or
o 15 percent of the total noncontingent principal payments; and
14
o your security provides for stated interest (compounded or paid at
least annually) only at:
o one or more qualified floating rates,
o a single fixed rate and one or more qualified floating rates,
o a single objective rate, or
o a single fixed rate and a single objective rate that is a
qualified inverse floating rate.
Your security will have a variable rate that is a qualified floating rate
if:
o variations in the value of the rate can reasonably be expected to
measure contemporaneous variations in the cost of newly borrowed funds
in the currency in which your security is denominated or
o the rate is equal to such a rate multiplied by either:
o a fixed multiple that is greater than 0.65 but not more than 1.35
or
o a fixed multiple greater than 0.65 but not more than 1.35,
increased or decreased by a fixed rate and
o the value of the rate on any date during the term of your security is
set no earlier than 3 months prior to the first day on which that
value is in effect and no later than 1 year following that first day.
o If your security provides for two or more qualified floating rates
that are within 0.25 percentage points of each other on the issue date
or can reasonably be expected to have approximately the same values
throughout the term of the security, the qualified floating rates
together constitute a single qualified floating rate.
o Your security will not have a qualified floating rate, however, if the
rate is subject to certain restrictions (including caps, floors,
governors, or other similar restrictions) unless such restrictions are
fixed throughout the term of the security or are not reasonably
expected to significantly affect the yield on the security.
o Your security will have a variable rate that is a single objective
rate if:
o the rate is not a qualified floating rate,
o the rate is determined using a single, fixed formula that is based on
objective financial or economic information that is not within the
control of or unique to the circumstances of the issuer or a related
party, and
o the value of the rate on any date during the term of your security is
set no earlier than 3 months prior to the first day on which that
value is in effect and no later than 1 year following that first day.
Your security will not have a variable rate that is an objective rate,
however, if it is reasonably expected that the average value of the rate during
the first half of your security's term will be either significantly less than or
significantly greater than the average value of the rate during the final half
of your security's term.
An objective rate as described above is a qualified inverse floating rate
if:
o the rate is equal to a fixed rate minus a qualified floating rate and
o the variations in the rate can reasonably be expected to inversely
reflect contemporaneous variations in the cost of newly borrowed
funds.
Your security will also have a single qualified floating rate or an
objective rate if interest on your security is stated at a fixed rate for an
initial period of one year or less followed by either a qualified floating rate
or an objective rate for a subsequent period, and either:
o the fixed rate and the qualified floating rate or objective rate have
values on the issue date of the security that do not differ by more
than 0.25 percentage points or
o the value of the qualified floating rate or objective rate is intended
to approximate the fixed rate.
In general, if your variable rate security provides for stated interest at
a single qualified floating rate or objective rate, all stated interest on your
security is qualified stated interest. In this case, the amount of OID, if any,
is determined by using, in the case of a qualified floating rate or qualified
inverse floating rate, the value as of the issue date of the qualified floating
rate or qualified inverse floating rate, or, in the case of any other objective
rate, a fixed rate that reflects the yield reasonably expected for your
security.
15
If your variable rate security does not provide for stated interest at a
single qualified floating rate or a single objective rate, and also does not
provide for interest payable at a fixed rate, other than at a single fixed rate
for an initial period, you generally must determine the interest and OID
accruals on your security by:
o determining a fixed rate substitute for each variable rate provided
under your variable rate security,
o constructing the equivalent fixed rate debt instrument (using the
fixed rate substitute described above),
o determining the amount of qualified stated interest and OID with
respect to the equivalent fixed rate debt instrument, and
o adjusting for actual variable rates during the applicable accrual
period.
When you determine the fixed rate substitute for each variable rate provided
under the variable rate security, you generally will use the value of each
variable rate as of the issue date or, for an objective rate that is not a
qualified inverse floating rate, a rate that reflects the reasonably expected
yield on your security.
If your variable rate security provides for stated interest either at one
or more qualified floating rates or at a qualified inverse floating rate, and
also provides for stated interest at a single fixed rate, other than at a single
fixed rate for an initial period, you generally must determine interest and OID
accruals by using the method described in the previous paragraph. However, your
variable rate security will be treated, for purposes of the first three steps of
the determination, as if your security had provided for a qualified floating
rate, or a qualified inverse floating rate, rather than the fixed rate. The
qualified floating rate, or qualified inverse floating rate, that replaces the
fixed rate must be such that the fair market value of your variable rate
security as of the issue date approximates the fair market value of an otherwise
identical debt instrument that provides for the qualified floating rate, or
qualified inverse floating rate, rather than the fixed rate.
Short-Term Securities. In general, if you are an individual or other cash
basis United States holder of a short-term security, you are not required to
accrue OID, as specially defined below for the purposes of this paragraph, for
United States federal income tax purposes unless you elect to do so. However,
you may be required to include any stated interest in income as you receive it.
If you are an accrual basis taxpayer, a taxpayer in a special class, including,
but not limited to, a regulated investment company, common trust fund, or a
certain type of pass-through entity, or a cash basis taxpayer who so elects, you
will be required to accrue OID on short-term securities on either a
straight-line basis or under the constant-yield method, based on daily
compounding. If you are not required and do not elect to include OID in income
currently, any gain you realize on the sale or retirement of your short-term
security will be ordinary income to the extent of the OID accrued on a
straight-line basis, unless you make an election to accrue the OID under the
constant-yield method, through the date of sale or retirement. However, if you
are not required and do not elect to accrue OID on your short-term securities,
you will be required to defer deductions for interest on borrowings allocable to
your short-term securities in an amount not exceeding the deferred income until
the deferred income is realized.
When you determine the amount of OID subject to these rules, you must
include all interest payments on your short-term security, including stated
interest, in your short-term security's stated redemption price at maturity.
Discount Securities. If your discount security is denominated in, or
determined by reference to, a foreign currency, you must determine OID for any
accrual period on your discount security in the foreign currency and then
translate the amount of OID into U.S. dollars in the same manner as stated
interest accrued by an accrual basis United States holder, as described under
"Description of Securities and Guarantee - United States Federal Taxation -
Payments of Interest". You may recognize ordinary income or loss when you
receive an amount attributable to OID in connection with a payment of interest
or the sale or retirement of your security.
Market Discount. You will be treated as if you purchased your security,
other than a short-term security, at a market discount and your security will be
a market discount security if:
o you purchase your security for less than its issue price (as
determined above under "Description of Securities and Guarantee -
United States Federal Taxation - Original Issue Discount - General")
and
o your security's stated redemption price at maturity or, in the case of
a discount security, the security's revised issue price, exceeds the
price you paid for your security by at least 1/4 of 1 percent of your
security's stated redemption price at maturity or revised issue price,
respectively, multiplied by the number of complete years to the
security's maturity.
To determine the revised issue price of your security for these purposes, you
generally add any OID that has accrued on your security to its issue price.
16
If your security's stated redemption price at maturity or, in the case of a
discount security, its revised issue price, does not exceed the price you paid
for the security by 1/4 of 1 percent multiplied by the number of complete years
to the security's maturity, the excess constitutes de minimis market discount,
and the rules that we discuss below are not applicable to you.
If you recognize gain on the maturity or disposition of your market
discount security, you must treat it as ordinary income to the extent of the
accrued market discount on your security. Alternatively, you may elect to
include market discount in income currently over the life of your security. If
you make this election, it will apply to all debt instruments with market
discount that you acquire on or after the first day of the first taxable year to
which the election applies. You may not revoke this election without the consent
of the Internal Revenue Service.
You will accrue market discount on your market discount security on a
straight-line basis unless you elect to accrue market discount using a
constant-yield method. If you elect to accrue market discount using a
constant-yield method, it will apply only to the security with respect to which
it is made and you may not revoke it.
If you own a market discount security and do not elect to include market
discount in income currently, you will generally be required to defer deductions
for interest on borrowings allocable to your security in an amount not exceeding
the accrued market discount on your security until the maturity or disposition
of your security.
Securities Purchased at a Premium
If you purchase your security for an amount in excess of its principal
amount, you may elect to treat the excess as amortizable bond premium. If you
make this election, you will reduce the amount required to be included in your
income each year with respect to interest on your security by the amount of
amortizable bond premium allocable, based on your security's yield to maturity,
to that year. If your security is denominated in, or determined by reference to,
a foreign currency, you will compute your amortizable bond premium in units of
the foreign currency and your amortizable bond premium will reduce your interest
income in units of the foreign currency. Gain or loss recognized that is
attributable to changes in exchange rates between the time your amortized bond
premium offsets interest income and the time of the acquisition of your security
is generally taxable as ordinary income or loss. If you make an election to
amortize bond premium, it will apply to all debt instruments (other than debt
instruments, the interest on which is excludible from gross income) that you own
at the beginning of the first taxable year to which the election applies, and to
all debt instruments that you thereafter acquire, and you may not revoke it
without the consent of the Internal Revenue Service. See also "Description of
Securities and Guarantee - United States Federal Taxation - Original Issue
Discount - Election to Treat All Interest as Original Issue Discount".
Purchase, Sale and Retirement of the Securities
Your tax basis in your security will generally be the U.S. dollar cost (as
defined below) of your security, adjusted by:
o adding any OID or market discount, de minimis original issue discount
and de minimis market discount previously included in income with
respect to your security, and then
o subtracting the amount of any payments on your security that are not
qualified stated interest payments and the amount of any amortizable
bond premium applied to reduce interest on your security.
If you purchase your security with foreign currency, the U.S. dollar cost of
your security will generally be the U.S. dollar value of the purchase price on
the date of purchase. However, if you are a cash basis taxpayer, or an accrual
basis taxpayer if you so elect, and your security is traded on an established
securities market, as defined in the applicable Treasury regulations, the U.S.
dollar cost of your security will be the U.S. dollar value of the purchase price
on the settlement date of your purchase.
You will generally recognize gain or loss on the sale or retirement of your
security equal to the difference between the amount you realize on the sale or
retirement and your tax basis in your security. If your security is sold or
retired for an amount in foreign currency, the amount you realize will be the
U.S. dollar value of such amount on:
o the date payment is received, if you are a cash basis taxpayer and the
securities are not traded on an established securities market, as
defined in the applicable Treasury regulations,
o the date of disposition, if you are an accrual basis taxpayer, or
o the settlement date for the sale, if you are a cash basis taxpayer, or
an accrual basis taxpayer that so elects, and the securities are
traded on an established securities market, as defined in the
applicable Treasury regulations.
You will recognize capital gain or loss when you sell or retire your
security, except to the extent:
17
o described above under "Short-Term Securities" or "Market Discount",
o attributable to accrued but unpaid interest,
o the rules governing contingent payment obligations apply, or
o attributable to changes in exchange rates as described below.
Capital gain of a noncorporate United States holder is generally taxed at a
maximum rate of 20% for property held more than one year and 18% where the
property is held for more than five years.
You must treat any portion of the gain or loss that you recognize on the
sale or retirement of a security as ordinary income or loss to the extent
attributable to changes in exchange rates. However, you take exchange gain or
loss into account only to the extent of the total gain or loss you realize on
the transaction.
Exchange of Amounts in Other Than U.S. Dollars
If you receive foreign currency as interest on your security or on the sale
or retirement of your security, your tax basis in the foreign currency will
equal its U.S. dollar value when the interest is received or at the time of the
sale or retirement. If you purchase foreign currency, you generally will have a
tax basis equal to the U.S. dollar value of the foreign currency on the date of
your purchase. If you sell or dispose of a foreign currency, including if you
use it to purchase securities or exchange it for U.S. dollars, any gain or loss
recognized generally will be ordinary income or loss.
Indexed Securities
The applicable prospectus supplement will discuss any special United States
federal income tax rules with respect to securities the payments on which are
determined by reference to any index and other securities that are subject to
the rules governing contingent payment obligations which are not subject to the
rules governing variable rate securities.
Backup Withholding and Information Reporting
In general, information reporting requirements will apply to all payments
of principal, any premium and interest, the accrual of OID on a discount
security, and the proceeds of the sale of security before maturity within the
United States, with respect to non-corporate United States holders.
Additionally, backup withholding will generally apply to any payments, including
payments of OID, if you fail to provide an accurate taxpayer identification
number, or you are notified by the Internal Revenue Service that you have failed
to report all interest and dividends required to be shown on your federal income
tax returns.
Redemption
General
If the securities of a series, other than our domestic A$ bonds, provide
for mandatory redemption by us or redemption at our election, unless otherwise
provided in the applicable prospectus supplement, that redemption shall be on
not less than ten nor more than 45 days' notice and, in the event of redemption
in part, the securities to be redeemed will be selected by the fiscal agent in
such manner as it shall deem fair and appropriate.
Unless all the securities of a series to be redeemed are registered
securities, notice of redemption will be published prior to the redemption date
in a daily newspaper printed in the English language and of general circulation
in The City of New York, or as otherwise provided in the applicable prospectus
supplement. Additionally, notice of that redemption will be mailed to holders of
registered securities of the series to their last addresses as they appear on
the register of the securities of that series.
For Taxation
Should we, on the occasion of the next payment in respect of the
securities, other than our domestic A$ bonds, be obliged to pay any additional
amounts as are referred to in "Taxation by the Commonwealth of Australia" above,
we may, at our option, on the giving of not less than 30 nor more than 60 days'
notice to you, redeem the securities as a whole at a redemption price of 100% of
the principal amount thereof with the accrued interest to the date fixed for
redemption or that other redemption price as set forth in the applicable
prospectus supplement.
Acceleration of Maturity
In the event of default in the payment of principal of or interest on any
of the securities, other than our domestic A$ bonds, and the continuance of that
default for a period of 30 days, or of default for 90 days after written notice
by a holder of any securities to us at the office of the fiscal agent in the
Borough of Manhattan, The City of New York, of a default in the performance of
any other material covenant contained in the securities, each security will
become due and payable at the option of the holder of that security upon written
demand to us at the office of the fiscal agent, unless prior to the receipt of
the written demand by the fiscal agent all defaults shall have been cured. No
periodic evidence is required to be furnished by us to the fiscal agent as to
the absence of defaults. Any provisions for the acceleration of maturity of the
domestic
18
A$ bonds will be set forth in the applicable prospectus supplement.
Modification
We may modify any of the terms or provisions contained in the securities,
other than our domestic A$ bonds, of the same series in any way with the written
consent of the holders of not less than 66 2/3% in principal amount of the
securities of the same series at the time outstanding, provided that
o if any of the modifications would change the terms of payment of the
principal of, or any interest or premium on, any securities of the
same series or affect the rights of holders of less than all the
securities of the same series at the time outstanding, the consent of
all holders of the securities of the same series is required and
o if any modification would reduce the aforesaid percentage needed for
authorization of the modification, the consent of all holders of the
outstanding securities of the same series is required.
Guarantee of the Treasurer on behalf of the Government of Queensland
By one or more Deeds of Guarantee (referred to herein collectively as the
"guarantee"), given pursuant to Section 33 of the Act, the Treasurer of
Queensland, on behalf of the Government of Queensland, will guarantee the
payment of principal of, and any interest or premium on, the securities. The
guarantee is a direct and unconditional obligation of the Government of
Queensland, payable out of the Consolidated Fund, and will rank in parity with
all of its other unsecured obligations. Our domestic A$ bonds (Inscribed Stock)
are statutorily guaranteed as to payment of principal and interest pursuant to
Section 32 of the Act.
Jurisdiction, Consent to Service and Enforceability
Unless otherwise specified in the applicable prospectus supplement, we and
the Government of Queensland will appoint the fiscal agent, whose address in New
York City will be set forth in the prospectus supplement, as the authorized
agent upon whom process may be served in any action based on the securities
which may be instituted in any state or federal court in The City or the State
of New York by the holder of any security. That appointment shall be irrevocable
until all amounts in respect of the principal and interest due and to become due
on or in respect of all the securities have been paid, except that if, for any
reason, the agent ceases to act as our or the Government of Queensland's
authorized agent, we or the Government of Queensland, as the case may be, will
appoint another person in New York as its authorized agent. We and the
Government of Queensland will expressly accept the jurisdiction of any such
court in respect of the action. We and the Government of Queensland will
irrevocably waive to the extent permitted by law any immunity from the
jurisdiction of any such court (but not from execution or attachment or process
in the nature thereof) to which it might otherwise be entitled in any action
based upon the securities or the guarantee.
We and the Government of Queensland are also subject to suit in competent
courts in Queensland and will irrevocably waive any immunity from the
jurisdiction of any such court in any action based upon the securities or the
guarantee.
Governing Law
The fiscal agency agreement, the guarantee and the securities will be
governed by, and interpreted in accordance with, the laws of the State of New
York, except that all matters governing our domestic A$ bonds and authorization
and execution by us or the Government of Queensland and any statutory guarantee
relating to any securities will be governed by the laws of Queensland.
Plan of Distribution
We may sell securities
o through underwriters or dealers,
o directly, or
o through agents.
Each prospectus supplement with respect to the securities we are offering will
set forth the terms of the offering of the securities, including the name or
names of any underwriters or agents, the price of the securities and the net
proceeds to us from the sale, any underwriting discounts or other items
constituting underwriters' compensation, and discounts or concessions allowed or
re-allowed or paid to dealers and any securities exchange on which the
securities may be listed.
If underwriters are used in the sale, securities will be acquired by the
underwriters for their own account and may be resold from time to time by them
in one or more transactions, including negotiated transactions at a fixed public
offering price or at varying prices determined at the time of sale. Securities
may be offered to the public either through underwriting syndicates represented
by managing underwriters, or directly by one or more investment banking firms or
others, as designated in the applicable prospectus supplement. Unless otherwise
set forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase securities will be subject to
19
certain conditions and the underwriters will be obligated to purchase all
securities offered thereby if any are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.
Securities may be sold directly by us or through agents we designate from
time to time. Any agent involved in the offer or sale of securities will be
named, and any commissions payable by us to the agent will be set forth, in the
applicable prospectus supplement. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for the period of
its appointment and will not be acquiring the securities for its own account.
Bearer securities are subject to U.S. tax law requirements and may not be
offered, sold or delivered within the United States or its possessions or to a
U.S. person except in certain transactions permitted by U.S. tax regulations.
If so indicated in the prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement plus accrued interest, if any, pursuant to
delayed delivery contracts providing for payment and delivery on a date or dates
stated in the prospectus supplement. If arranged by underwriters, each contract
will be entered into on or prior to the date of delivery to the underwriters of
the securities to be purchased by them. Each contract will be for an amount not
less than, and the aggregate principal amount of securities sold pursuant to
contracts shall not be less or more than, the respective amounts stated in the
prospectus supplement. Institutions with which contracts, when authorized, may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others,
but in all cases these institutions must be approved by us. Contracts will not
be subject to any conditions except that:
o the purchase by an institution of securities covered by its contract
will not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which the institution is subject
and
o if the purchase is arranged by underwriters, the sale to underwriters
of securities to be purchased by them pursuant to the applicable
underwriting agreement will have been completed.
The underwriters and any other persons will not have any responsibility in
respect of the validity or performance of the contracts. The principal amount of
securities to be purchased by each underwriter will be reduced by the portion of
the securities contracted to be sold pursuant to contracts allocated to the
underwriter as provided in the agreement among underwriters relating to those
securities.
Agents and underwriters may be entitled under agreement entered into with
us to indemnification by us against certain civil liabilities, including
liabilities under the United States Securities Act of 1933, or to contribution
with respect to payment which the agents or underwriters may be required to make
in respect thereof. Agents and underwriters in the ordinary course of business
may engage in transactions with or perform services for us.
Validity of Securities
and Guarantee
The validity of the securities and the guarantee will be passed upon for us
and the Treasurer on behalf of the Government of Queensland as to matters of the
laws of the State of Queensland and the Commonwealth of Australia by the Crown
Solicitor of Queensland, and as to matters of the laws of the State of New York,
by Sullivan & Cromwell, New York, New York, counsel to the dealers. The opinions
of the Crown Solicitor and Sullivan & Cromwell will be conditioned upon, and
subject to certain assumptions regarding, future action required to be taken by
us and the fiscal agent in connection with the issuance and sale of any
particular security, the specific terms of securities and other matters which
may affect the validity of securities but which cannot be ascertained on the
date of the opinions. Sullivan & Cromwell has on occasion rendered legal
services to us and the Government of Queensland.
Experts and Public Official Documents
Information included herein which is designated as being taken from a
publication of Queensland or Australia or an agency or instrumentality of
either, is included herein on the authority of the publication as a public
official document.
Our financial statements and those of Queensland as at and for various
periods and included or incorporated into this prospectus, have been examined by
the Auditor-General of Queensland, as set forth in the Auditor General's Reports
appearing elsewhere and incorporated herein and are included with the Auditor
General's consent and in reliance upon the Auditor General's authority as an
expert in accounting and auditing.
All other statements included in this prospectus, any prospectus supplement
and the Form 18-K relating to us or Queensland have been reviewed by Mr. Gerard
Bradley, Under Treasurer of the State of Queensland, and are included herein or
therein on his authority.
20
Authorized Agent in the United States
The authorized agent for us and Queensland in the United States is Ken
Allen of the Australian Consulate-General, 150 East 42nd Street, 34th Floor, New
York, New York 10117-5612.
Further Information
If you require further information about us, our business address is:
Queensland Treasury Corporation
Level 14,
61 Mary Street
Brisbane, Queensland 4000
Australia
Telephone: (61 7) 3842-4600
A registration statement relating to the securities and the guarantee,
which is on file with the SEC, contains further information.
21
PART II
(That required by Items (11), (13) and (14) and a part of that required by
Item (3) of Schedule B of the Securities Act of 1933).
I. There is no provision for substitution of security with regard to the
secured debt of Queensland Treasury Corporation.
II. The issuer hereby agrees to furnish a copy of the opinion of the Crown
Solicitor of Queensland, including a consent thereto, in respect of
the legality of the Debt Securities and the Guarantee.
III. An itemized statement showing the amount or estimated amounts of
expenses of Queensland Treasury Corporation, other than underwriting
discounts and commissions in connection with the offering and sale of
a particular issue or series of Debt Securities shall be provided in
the post-effective amendment to or with the exhibits to this
Registration Statement relating to such issue or series.
UNDERTAKINGS
The Registrants hereby undertake:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
(b) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the Debt Securities being registered which remain unsold at the termination
of the offering; and
(d) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of any report filed under the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-1
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises:
(1) The facing sheet.
(2) The Cross-Reference Sheet.
(3) The Explanatory Note.
(4) The Prospectus.
(5) Part II, consisting of pages II-1 to II-6. (6) The following Exhibits:
A-- Form of Prospectus Supplement to be used in connection with the offer and
sale of the Global A$ Bonds (the "Global A$ Bonds") of Queensland Treasury
Corporation.#
B-- Form of Prospectus Supplement to be used in connection with the offer and
sale of the Medium-Term Notes, Series B (the "Medium-Term Notes"), of
Queensland Treasury Corporation.#
C-- Form of Amended and Restated Distribution Agreement (the "Global A$ Bond
Distribution Agreement") relating to the offer and sale of the Global A$
Bonds.*
D-- Form of Amended and Restated Form of Distribution Agreement (the "MTN
Distribution Agreement") relating to the offer and sale of Medium-Term
Notes.*
E-- Form of Amended and Restated Fiscal Agency Agreement, including the forms
of the Global A$ Bonds (incorporated herein by reference to Exhibit E to
the Registrant's Registration Statement No. 333-101023).
F-- Form of Amended and Restated Fiscal Agency Agreement, including the forms
of the Medium-Term Notes (incorporated herein by reference to Exhibit F to
the Registrant's Registration Statement No. 333-101023).
G-- Form of Calculation Agency Agreement relating to the Medium-Term Notes
(incorporated herein by reference to Exhibit G to the Registrants'
Registration Statement No. 33-47373).
H-- Determination Agency Agreement relating to the Medium-Term Notes
(incorporated herein by reference to Exhibit H to the Registrants'
Registration Statement No. 33-47373).
I-- Form of Exchange Rate Agency Agreement relating to the Global A$ Bonds
(incorporated herein by reference to Exhibit I to the Registrant's
Registration Statement No. 333-101023).
J-- Form of Exchange Rate Agency Agreement relating to the Medium-Term Note
(incorporated herein by reference to Exhibit J to the Registrant's
Registration Statement No. 333-101023).
K-- Opinion of the Crown Solicitor of Queensland in respect of the validity of
the Medium-Term Notes and the Global A$ Bonds.*
L-- Statutory Bodies Financial Arrangements Act 1982 of the State of
Queensland (incorporated herein by reference to Exhibit L to the
Registrant's Registration Statement No. 333-101023).
M-- Queensland Treasury Corporation Act 1988 of the State of Queensland
(incorporated herein by reference to Exhibit M to the Registrant's
Registration Statement No. 333-101023).
N-- Deed of Guarantee in respect of the Global A$ Bonds (incorporated herein
by reference to Exhibit (i)(7) to the Registrants' annual report on Form
18-K for the year ended June 30, 2001, filed with the Commission on
December 5, 2001).
O-- Deed of Guarantee dated in respect of the Medium-Term Notes (incorporated
herein by reference to Exhibit (i)(8) to the Registrants' annual report on
Form 18-K for the year ended June 30, 2001, filed with the Commission on
December 5, 2001).
P-- Form of Global A$ Bonds (included in Exhibit E above).
Q-- Form of Medium-Term Note (included in Exhibit F above).
R-- The following consents:
(1) Consent of Mr. Gerard Bradley, Under Treasurer of the State of
Queensland (included on page II-4).*
(2) Consent of Mr. L. J. Scanlan, Auditor-General of Queensland.*
(3) Consent of Mr. Graeme Garrett, Team Leader, Corporate Services,
Queensland Treasury Corporation.*
(4) Consent of Mr. Stephen R. Rochester, Chief Executive, Queensland
Treasury Corporation.*
(5) Consent of Mr. C.W. Lohe, Crown Solicitor of Queensland (included in
Item K above).*
(6) Consent of Sullivan & Cromwell, U.S. counsel for dealers.*
S-- Itemized statement of estimated expenses, other than discounts and
commissions, in connection with the offering and sale of the Global A$
Bonds and Medium-Term Notes.*
______________
* Filed herewith.
# To be filed pursuant to Rule 424(b)(3) under the Securities Act of 1933.
II-2
SIGNATURE
(of the Issuer)
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, a corporation sole constituted under the name of The Queensland
Government Development Authority by the Under Treasurer pursuant to the
Statutory Bodies Financial Arrangements Act 1982 and continued in existence
under the name of Queensland Treasury Corporation, has duly signed this
Registration Statement or amendment thereto in the City of Brisbane, Queensland,
Commonwealth of Australia on the thirteenth day of November, 2003.
QUEENSLAND TREASURY CORPORATION
By /s/ Gerard Bradley
------------------------------------------
Mr. Gerard Bradley*
Under Treasurer
__________________
* Consent is hereby given to the inclusion of his Certificate dated
August, 2003 incorporated by reference in the Registration Statement and to the
use of his name in connection with the information specified in the Registration
Statement to have been supplied by him and stated on his authority.
II-3
SIGNATURE
(of the Guarantor)
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, the Treasurer on behalf of the Government of Queensland, has duly
caused this Registration Statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Brisbane,
Queensland, Commonwealth of Australia on the thirteenth day of November, 2003.
TREASURER OF QUEENSLAND
on behalf of the
GOVERNMENT OF QUEENSLAND
By /s/ Terence Mackenroth
------------------------------------------
The Honourable,
Terence Mackenroth, MP
II-4
SIGNATURE OF AUTHORIZED AGENT
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Undersigned, the duly authorized agent in the United States of the issuer and
the guarantor, has duly signed this Registration Statement or amendment thereto
in The City of New York, New York on the thirteenth day of November, 2003.
By /s/ Ken Allen
-----------------------------------------
Ken Allen
Authorized Agent
II-5
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Page
- ------- ------------
A-- Form of Prospectus Supplement to be used in connection with the offer and
sale of the Global A$ Bonds (the "Global A$ Bonds") of Queensland Treasury
Corporation.#
B-- Form of Prospectus Supplement to be used in connection with the offer and
sale of the Medium-Term Notes, Series B (the "Medium-Term Notes"), of
Queensland Treasury Corporation.#
C-- Form of Amended and Restated Distribution Agreement (the "Global A$ Bond
Distribution Agreement") relating to the offer and sale of the Global A$
Bonds.*
D-- Form of Amended and Restated Form of Distribution Agreement (the "MTN
Distribution Agreement") relating to the offer and sale of Medium-Term
Notes.*
E-- Form of Amended and Restated Fiscal Agency Agreement, including the forms
of the Global A$ Bonds (incorporated herein by reference to Exhibit E to
the Registrant's Registration Statement No. 333-101023).
F-- Form of Amended and Restated Fiscal Agency Agreement, including the forms
of the Medium-Term Notes (incorporated herein by reference to Exhibit F to
the Registrant's Registration Statement No. 333-101023).
G-- Form of Calculation Agency Agreement relating to the Medium-Term Notes
(incorporated herein by reference to Exhibit G to the Registrants'
Registration Statement No. 33-47373).
H-- Determination Agency Agreement relating to the Medium-Term Notes
(incorporated herein by reference to Exhibit H to the Registrants'
Registration Statement No. 33-47373).
I-- Form of Exchange Rate Agency Agreement relating to the Global A$ Bonds
(incorporated herein by reference to Exhibit I to the Registrant's
Registration Statement No. 333-101023).
J-- Form of Exchange Rate Agency Agreement relating to the Medium-Term Notes
(incorporated herein by reference to Exhibit J to the Registrant's
Registration Statement No. 333-101023).
K-- Opinion of the Crown Solicitor of Queensland in respect of the validity of
the Medium-Term Notes and the Global A$ Bonds.*
L-- Statutory Bodies Financial Arrangements Act 1982 of the State of
Queensland (incorporated herein by reference to Exhibit L to the
Registrant's Registration Statement No. 333-101023).
M-- Queensland Treasury Corporation Act 1988 of the State of Queensland
(incorporated herein by reference to Exhibit M to the Registrant's
Registration Statement No. 333-101023).
N-- Deed of Guarantee in respect of the Global A$ Bonds (incorporated herein
by reference to Exhibit (i)(7) to the Registrants' annual report on Form
18-K for the year ended June 30, 2001, filed with the Commission on
December 5, 2001).
O-- Deed of Guarantee dated in respect of the Medium-Term Notes (incorporated
herein by reference to Exhibit (i)(8) to the Registrants' annual report on
Form 18-K for the year ended June 30, 2001, filed with the Commission on
December 5, 2001).
P-- Form of Global A$ Bonds (included in Exhibit E above).
Q-- Form of Medium-Term Note (included in Exhibit F above).
R-- The following consents:
(1) Consent of Mr. Gerard Bradley, Under Treasurer of the State of
Queensland (included on page II-4).
(2) Consent of Mr. L. J. Scanlan, Auditor-General of Queensland.*
(3) Consent of Mr. Graeme Garrett, Team Leader, Corporate Services,
Queensland Treasury Corporation.*
(4) Consent of Mr. Stephen R. Rochester, Chief Executive, Queensland
Treasury Corporation.*
(5) Consent of Mr. C.W. Lohe, Crown Solicitor of Queensland (included in
Item K above).
(6) Consent of Sullivan & Cromwell, U.S. counsel for dealers.*
S-- Itemized statement of estimated expenses, other than discounts and
commissions, in connection with the offering and sale of the Global A$
Bonds and Medium-Term Notes.*
_____________
* Filed herewith.
# To be filed pursuant to Rule 424(b)(3) under the Securities Act of 1933.