National Australia Bank has been appointed as Joint Lead Manager and Joint Bookrunner to the offer of Notes and would like to provide clients with the opportunity to apply for a "firm" allocation.

We are pleased to offer you the opportunity to invest in Notes. Notes are dated, unsecured, subordinated, cumulative notes issued by Woolworths offering investors a floating rate of interest plus a fixed margin. Notes are intended to be quoted on the ASX.

Woolworths intends to raise $500 million of Notes at an issue price of $100 per note with the ability to raise more or less.

Please find below a brief summary of the terms of Notes. Investors should obtain and consider the Prospectus (including the Investment risks set out in Section 4) and any updates to the Prospectus before making any decision about whether to acquire or hold Notes.

Please read the Important Notice below. Terms defined in the Prospectus have the same meaning in this email unless the contrary intention appears.

Issuer
Woolworths Limited
Offer size
Offer size is $500 million, with the ability to raise more or less.
Interest payments
3.25% - 3.50% over the 90 day bank bill swap rate, payable quarterly in arrears. Interest to be paid in cash
Purpose
The offer is being made as part of Woolworths’ ongoing capital management strategy with the net proceeds of the offer being used for general corporate purposes. Woolworths expects Notes to lend support to Woolworths’ corporate credit rating from Standard & Poor’s until 24 November 2016.
Face value
$100 per Note
Listing
Expected to be quoted on ASX under ASX code WOWHC.
Min Investment

$5000 and then in increments of $1000

Ranking

Notes will rank behind all senior obligations but ahead of Shares (including Ordinary Shares) and other Junior Ranking Obligations. Equally amongst themselves and any other equal ranking obligations. Repayment is not secured by a mortgage, charge or other security over any asset.

Issue date
24 November 2011
Step-up date
24 November 2016
Maturity date
24 November 2036

Certain key information only about Woolworths Notes is outlined in this website. You must read the Prospectus in its entirety and you should seek advice from a licensed financial advisor before making any investment decision. 

Download a copy of the Prospectus 

Download a copy of the FSG 

For more information or to obtain a hard copy Prospectus please call Global Markets Investments on 1800 652 669. 

Important Notice

A Prospectus for the issue by Woolworths Limited (“Issuer”) of hybrid securities (“Securities”) dated 18 October 2011 (“Offer Document”) has been lodged with the Australian Securities & Investments Commission.  Offers of Securities are made in the Offer Document and can be acquired via the application form, included in, or accompanying, the Offer Document.  Applications that are not successful as part of National OnLine Trading Limited’s (“NOLT”) allocation may be subject to scale back or return. The Offer Document is available from National Australia Bank Limited (ABN 12 004 044 937, AFSL 230686) (“NAB”) by calling 1800 652 669.
The offer of Securities is only open to Australian residents.  By obtaining a copy of the Offer Document, you acknowledge and confirm that you are an Australian resident.
The information in this document has been made available to the recipient for information purposes only and is not intended to be, and does not constitute a product disclosure statement, prospectus, short form prospectus or profile statement as those terms are defined in the Corporations Act 2001 (Cth). It does not constitute an offer for the issue, sale or purchase of any securities, or any recommendation in relation to investing in the Securities. Full details are set out in the Offer Document.
While every care has been taken in the preparation of the information in this document, NAB does not make any representation or warranty as to the accuracy or completeness of any statement in it including, without limitation, any forecasts. Full details are set out in the Offer Document. To the maximum extent permitted by law, NAB expressly disclaims all or any liability which may arise out of the provision to, or use by, any person, of the information contained in this document. The information in this document has been prepared for the purpose of providing information only without taking account of any particular investor's objectives, financial situation or needs. As an investment in the Securities can be subject to investment risk, including possible delays in repayment and loss of income and principal invested, an investor should consider the full details set out in the Offer Document, and seek professional advice.
You should note that if you invest in the Securities, NOLT (ABN 83 089 718 249, AFSL 230704), which is acting as NAB’s broker to the offer of the Securities, will receive a selling fee of  up to 1.00% (inclusive of GST) in respect of successful applications by clients paid on the completion of the capital raising.  NOLT is a related body corporate of NAB and a Participant of the ASX Group, but NAB does not guarantee the obligations or performance of its subsidiary or the services it offers.  NOLT is not an Authorised Deposit-taking Institution and its obligations do not represent deposits or other liabilities of NAB.
NAB does not issue the Securities and if you invest in the Securities, you will be dealing solely with the Issuer. NAB does not stand behind or guarantee the capital value and/or performance of the Securities, or assets held, by the Issuer or any of its subsidiaries or related entities or any other entities with a role in connection with the issue of the Securities or the investments of the Issuer. Whether this document or the Offer Document is provided to you by NAB, NAB makes no representation concerning the Securities and is not responsible for any loss suffered if you decide to invest in the Securities (including any loss arising from any failure, omission or conduct of the Issuer, any Joint Structuring Adviser, Joint Lead Manager and Joint Bookrunner or broker, or any of their respective related entities). Any investment in the Securities does not represent a deposit or other liability of NAB.

Code of Banking Practice
NAB has adopted the revised Code of Banking Practice 2003.  For details of the Code contact NAB on 13 22 65 and select the option to speak to a Customer Service Representative.  Or visit us at nab.com.au.  For information about NAB’s dispute resolution processes click on Dispute Resolution.

Your Personal Information and Privacy
NAB has collected your personal information for the purpose of letting you know about this investment opportunity.  NAB may use your personal information to confirm that you have received all of the information you require in connection with this opportunity and may disclose your personal information to certain organisations involved with this opportunity.  Where your personal information is disclosed, we will seek to ensure that the information is held, used or disclosed consistently with the National Privacy Principles and other applicable privacy laws and codes. You may request access to personal information NAB holds about you subject to certain exceptions under law.
Your privacy is important to us.  If you have provided NAB with your consent to receive information about future investment opportunities but you no longer wish to receive such information, if you would like to request access to your personal information and for more information about our Privacy Policy, please contact NAB on 13 22 65 and select the option to speak to a Customer Service Representative.  Or visit us at nab.com.au.  For more information about privacy in general, you can visit the Federal Privacy Commissioner’s website privacy.gov.au

Anti-Money Laundering and Counter-Terrorism Financing Requirements

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Act”), requires NAB to confirm certain information relating to your identity.  NAB reserves the right to re-identify you and other related parties involved with your application in order to satisfy requirements under the AML/CTF Act and other legislation. Should you fail to provide necessary information in a timely manner when requested, you may be responsible for loss of investment value and payment of any amounts in respect of your investment may be forfeited.

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