Macquarie Group Limited (ASX: MQG) and its subsidiary, Macquarie Bank Limited (MBL), have released a cleansing notice to the ASX regarding the issue of US$1 billion of subordinated notes by MBL. Macquarie Group is a diversified financial group providing a range of services including asset management, banking, and financial advisory. Macquarie Bank is a global financial services provider offering banking, financial advisory, investment and funds management services.
The notice, lodged on August 13, 2025, is provided under section 708A(12H)(e) of the Corporations Act 2001 (Cth), as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71. This instrument provides relief allowing MGL ordinary shares, issued upon exchange of the subordinated notes, to be on-sold to retail investors without further disclosure, provided a notice containing the required disclosure is released in connection with the note issuance.
The subordinated notes, bearing a fixed interest rate of 5.642% and due August 13, 2036, are subject to exchange upon a non-viability event for fully paid ordinary shares of Macquarie Group Limited, with a fallback to write-off. These notes are debt obligations of Macquarie Bank Limited and are intended to constitute Tier 2 Capital of the Bank. The issue will increase MBL’s total liabilities and Tier 2 Capital by US$1 billion.
Neither the offering nor sale of the subordinated notes or MGL ordinary shares have been registered under the U.S. Securities Act of 1933. Consequently, the notes may only be offered and sold to “qualified institutional buyers” within the United States under Rule 144A, or outside the United States to persons who are not U.S. persons in “offshore transactions” in compliance with Regulation S. Detailed information about the notes, including commercial particulars, rights, liabilities, and the effect on Macquarie Group and Macquarie Bank, are available on the ASX website.
