Ampol Limited (formerly known as Caltex Australia Limited) (
Caltex Australia Petroleum Pty Limited
Debt Issuance Programme dated 8 March 2018
Dated 13 April 2018
Nature of the Bonds
Direct, unsecured and unsubordinated obligations of the Issuer and rank without preference or priority among themselves and at least equally with all other present and future unsubordinated and unsecured obligations of the Issuer, except for liabilities mandatorily preferred by law.
17 April 2018
17 April 2025
Interest Rate and Interest Payment Dates
4.00% per annum, payable semi-annually (in two coupons of 2.00%) in arrears on 17 April and 17 October in each year, including the Maturity Date.
Repayment at Par on the Maturity Date
On the Maturity Date, bondholders are scheduled to receive the Face Value and the final Coupon Payment for the last Interest Period.
The value of an investment in Ampol Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Ampol’s financial performance. The following risks may also affect an investment in Ampol Bonds:
- Credit risks associated with the Issuer and any Guarantors;
- Liquidity risk - An active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
- Interest rate risks – Bondholders may suffer unforeseen losses due to fluctuations in interest rates;
- Regulatory risks – The energy industry in Australia is highly regulated, which can limit Ampol’s flexibility and may adversely affect its financial performance
- Litigation risks – Risks relating to litigation and regulatory actions;
- Default risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds. In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
Key benefits include:
- Approximately 4.5 years remaining until Maturity Date;
- Interest paid semi-annually in arrears;
- Interest paid is fixed rate;
- Interest paid as 100% cash;
- Interest is not deferrable nor are interest payments discretionary;
- Rank equally with all other senior and unsecured creditors of the Issuer.
So long as any of the Notes remain outstanding, the Issuer will not, and will ensure that no member of the Group will, create or permit to subsist any Security Interest over any of its assets other than a Permitted Security Interest unless, in the case of the creation of the Security Interest other than any Permitted Security Interest), prior to or simultaneously therewith, and in any other case, promptly, the Issuer either:
- (a) grants or procures to be granted a Security Interest or Security Interests securing its obligations under the Notes, equally and rateably in all respects so as to rank pari passu with the applicable indebtedness the subject of the Security Interest; or
- (b) grants or procures to be granted such other Security Interest or Security Interests in respect of its obligations under the Notes, as shall be approved by an Extraordinary Resolution of the Noteholders.
Early Redemption by Issuer
- Yes, for tax reasons
- The Issuer may redeem (
call) the bonds early. If the call is made more than 90 days before the maturity date, the issuer will pay accrued interest plus the greater of the principal or the present value of remaining scheduled payments of principal and interest discounted by the 6 month asset swap rate as calculated by ICAP Australia Pty Limited plus 0.50% per annum. If the call is made within 90 days of the maturity date, the issuer will pay the outstanding principal amount.
- A call may be made under a
Clean Up Conditionwhere the aggregate outstanding principal amount of the Notes that have not been redeemed is less than 15% of the aggregate outstanding principal amount of all of the Notes issued.
Early Redemption by Bondholder
Upon occurrence of an Event of Default.
Events of Default
Events of Default include:
- Failure to pay: Applicable, with a 5 Business Day cure period;
- Breach of other obligations: Applicable, with a 30 Business Day cure period;
- Insolvency: Applicable;
- Cross default: Applicable, with Threshold Amount of A$75,000,000; and
- Unenforceability: Applicable.
Coupon Schedule to Maturity
- 17 October 2020
- 17 April 2021
- 17 October 2021
- 17 April 2022
- 17 October 2022
- 17 April 2023
- 17 October 2023
- 17 April 2024
- 17 October 2024
- 17 April 2025 - Maturity Date