Westpac Banking Corp 6-K, filed Jun 23, 2020

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

June 23,2020

CommissionFile Number 1-10167

WESTPACBANKING CORPORATION

(Translation of registrant’s name into English)

275KENT STREET, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Index to Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 1

NOT FOR DISTRIBUTION OR RELEASEIN THE U.S.

18 JUNE 2020

WESTPACGROUP COMPLETES PENDAL GROUP LIMITED INSTITUTIONAL OFFER

Westpac Banking Corporation today announced the successful completion of the offer of approximately 31 million shares in Pendal Group Limited (ASX:PDL) (Pendal) at a price of $5.98 per share. This represented a discount of 4% to the closing Pendal share price on 17 June 2020.

Following settlement of the offer, Westpac will have completed the divestment of its proprietary shareholding in Pendal.

Westpac’s Acting Chief Financial Officer, Gary Thursby said: “The success of the offer has delivered a good result for Westpac and is aligned with our strategy of simplifying our operations and focusing on banking in Australia and New Zealand."

Settlement of the offer is due to occur on 22 June 2020.

ENDS

For further information:

This document has been authorised for release by Tim Hartin, General Manager & Company Secretary.

Disclaimer

This announcement does not constitute financial product or investment advice and has not been prepared to take into account the investment objectives, financial circumstances or particular needs of any investor. Potential investors in either Westpac or Pendal should seek professional independent advice from their financial advisor or other professional advisor.

This announcement contains forward-looking statements, which can usually be identified by the use of words such as such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or words of similar effect. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Westpac, and which may cause actual outcomes to differ materially from those expressed in the statements contained in this announcement. Undue reliance should not be placed on these forward-looking statements. These forward-looking statements are based on information available to Westpac as of the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), Westpac undertakes no obligation to update these forward-looking statements.

This announcement may not be distributed or released in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any Pendal shares in the United States. The Pendal shares may not be offered or sold, directly or indirectly, in the United States or to, or for the benefit of, any person in the United States unless they have been registered under the U.S. Securities Act of 1933 (the U.S. Securities Act), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and any other applicable U.S. state securities laws.