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西太银行private banker 去年年终 给我死推这个债券，说 保本的 每年3。8%的回报 除非银行破产 否则 本金利息会还你 当时发行的时候 100 买入的 现在跌了20% 了 。 我想问下 这种 银行债券 保本 么 会不会 到时候债券变股权， 本金不还我了？
有没有厉害的大神可以指导下？感觉他忽悠我买的时候完全没和我说清楚 我可以去告他么
Private Wealth would like to provide you with the opportunity to participate in the announced offer of CommBank “PERLS XII” Capital Notes. (“PERLS XII”).
Private Wealth are offering the opportunity to participate in this issuance to persons who are 'wholesale clients' as defined under section 761G(4) of the Corporations Act 2001 (Cth).
This morning, Commonwealth Bank of Australia (ABN 48 123 123 124) (“CBA” or “Issuer”) announced an offer of PERLS XII (“Offer”), which are fully paid, perpetual, subordinated, unsecured notes issued by CBA that are expected to be quoted on the ASX. CBA intends to raise approximately A$750 million, with the ability to raise more or less. PERLS XII offer a margin expected to be between 3.00% and 3.20% per annum and will be determined through the Bookbuild.
The Offer is being made pursuant to the CommBank “PERLS XII” Capital Notes Prospectus dated 9 October 2019 (the “Prospectus”), which contains full details about the Offer and should be read in its entirety (particularly the investment risks set out in Section 4) before deciding whether to apply for an allocation. You can access the Prospectus here.
Terms defined in this email have the same meaning as the terms defined in the Prospectus unless stated otherwise.
KEY POINTS OF THE OFFER
Issuer
• Commonwealth Bank of Australia (ABN 48 123 123 124)
Security
• PERLS XII are fully paid, perpetual, subordinated, unsecured notes issued by CBA.
• PERLS XII terms are complex and include features to comply with regulatory capital requirements which Australian Prudential Regulation Authority (APRA) applies to these securities.
Offer size
• Approximately A$750 million, with the ability to raise more or less
Use of proceeds
• The Offer raises Tier 1 Capital to satisfy CBA’s regulatory capital requirements and maintain the diversity of CBA’s sources and types of funding.
• The net proceeds of the Offer will be used to fund CBA’s business.
Face Value
• Initial Face Value is A$100 per PERLS XII but may be reduced following a Capital Trigger Event or Non-Viability Trigger Event (whereby the notes may be converted to ordinary CBA equity)
Minimum Application
• Applications must be for a minimum of 50 PERLS XII (A$5,000).
• If your Application is for more than 50 PERLS XII, you must apply in multiples of 10 PERLS XII (A$1,000) thereafter.
• Further information can be found in Section 6.2.1 of the Prospectus.
Term
• PERLS XII are perpetual, which means they have no fixed maturity date and if not Exchanged or Redeemed could remain on issue indefinitely, in which case you would not receive your investment back.
• CBA must Exchange PERLS XII into Ordinary Shares on the Mandatory Exchange Date (20 April 2029) (subject to the Maximum Exchange Number and Mandatory Exchange Conditions), and may, at CBA’s option, Redeem or procure a Resale of PERLS XII on the Call Date, or Exchange or Redeem earlier on the occurrence of certain events (subject to APRA approval).
Optional early Redemption
• Subject to certain conditions including prior written approval from APRA, CBA may redeem some or all of PERLS XII:
○ on the Call Date 20 April 2027; or
○ after the occurrence of a Tax Event or Regulatory Event
• Further details can be found in Section 2.2 of the Prospectus.
Automatic Exchange
• CBA must Exchange some or all PERLS XII into CBA Ordinary Shares where a Capital Trigger, Non-Viability or Change of Control Event occurs.
• Exchange on the occurrence of a Capital Trigger Event or Non-Viability Event is not subject to the Mandatory Exchange Conditions being satisfied and the Terms provide that Exchange occurs automatically.
• Further details can be found in Section 2.3 and 2.4 of the Prospectus.
Distributions
• Distributions are discretionary and subject to the Distribution payment conditions being satisfied.
• PERLS XII are scheduled to pay floating rate distributions commencing on 15 March 2020, thereafter quarterly, in arrears until all PERLS XII are Exchanged or Redeemed.
• The Distribution Rate is calculated using the following formula: Distribution Rate = (Market Rate + Margin) x (1 – Tax Rate)
• Market Rate is the 3 month Bank Bill Swap Rate (BBSW)
• Distributions are expected to be fully franked
• Distributions are discretionary and non-cumulative, which means that if a Distribution has not been paid on a Distribution Payment Date then CBA has not made for any reason, CBA has no liability to pay that unpaid Distribution. Failure to pay a Distribution is not an event of default.
• Further details can be found in section 2.1 of the Prospectus.
Margin
• The Margin is expected to be between 3.00% to 3.20% p.a. and will be determined through the Bookbuild.
ASX quotation
• CBA will apply for quotation of PERLS XII on ASX. It is expected that PERLS XII will be quoted under code ‘CBAPI’
Risks
• There are risks associated with an investment in PERLS XII and you should consider whether they are a suitable investment for you. Investments in PERLS XII are an investment in CBA and may be affected by the ongoing performance, financial position and solvency of CBA. They are not deposit liabilities or protected accounts of CBA under the Banking Act. PERLS XII are subordinated and unsecured liabilities. In a winding up of CBA, there is a risk that you may lose some or all of the money you invested in PERLS XII.
• You should read Section 4 “Risks of CommBank PERLS XII Capital Notes” in full before deciding to invest in PERLS XII.
• In particular, CBA is subject to extensive regulation and an environment of political scrutiny, which could adversely impact its operations and financial condition (refer section 4.3.1). CBA may also be adversely affected by damage to its reputation (refer section 4.3.2).
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