Westpac Banking Corp 6-K, filed Dec 7, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

December7, 2020

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CommissionFile Number 1-10167

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

275 KENT 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.

Form 20-F              <br>x	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): ¨

Incorporation by Reference

The information contained in this Report on Form 6-K, excluding the information set forth in Exhibit No. 1, shall be incorporated by reference in the prospectuses relating to the Registrant’s securities contained in the Registrant’s Registration Statements on Form F-3 (File Nos. 333-228295 and 333-228294), as such prospectuses may be amended or supplemented from time to time.

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Westpac sells Pacific businesses

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Westpac Group today announced the sale of its Pacific businesses – Westpac Fiji and Westpac’s 89.91% stake in Westpac Bank PNG Limited – to Kina Securities Limited (ASX:KSL) (Kina Bank) for up to $420 million.

The sale price is made up of $315 million payable at completion and $60 million to be paid six-monthly over the following 18 months for Westpac PNG. The sale price also includes earn-out payments of up to $45 million which are scheduled to occur annually over 24 months following completion and are subject to the business performance of Westpac Fiji.

It is expected there will be an accounting loss on sale of approximately $230 million^1^ including a foreign currency translation reserve (FCTR) loss which will be based on exchange rates on completion.

Completion of the transaction is subject to various regulatory approvals in Fiji and PNG and Kina Bank shareholder approval. Completion is expected to occur in the Second Half of FY2021.

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Index to Exhibits

ExhibitNo.	Description
1	ASX Release – Westpac sells Pacific businesses

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Disclosure regarding forward-lookingstatements

The information contained in this Report on Form 6-K contains statements that constitute “forward-looking statements” within the meaning of section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a number of places in this Report and include statements regarding our intent, belief or current expectations with respect to our business and operations, macro and micro economic and market conditions, results of operations and financial condition.

^1^ The accounting loss is based on $375 million and excludes $45 million of potential earn-out payments.

We use words such as ‘will’, ‘may’, ‘expect’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘probability’, ‘risk’, ‘aim’ or other similar words to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond our control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that the effect of future developments on us will be those anticipated. Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from the expectations described in this Report. Factors that may impact on the forward-looking statements made include, but are not limited to, those described in the section entitled ‘Risk factors’ in Westpac’s 2020 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as well as the ongoing impact of COVID-19. When relying on forward-looking statements to make decisions with respect to us, investors and others should carefully consider such factors and other uncertainties and events. We are under no obligation, and do not intend, to update any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise, after the date of this Report.

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.

WESTPAC BANKING CORPORATION
(Registrant)
Date:      December 7, 2020	By:	/s/ Yvette Adiguzel
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		Yvette Adiguzel
		Tier One Attorney

Exhibit 1

Level 18, 275 Kent Street

Sydney, NSW, 2000

ASX

Release

7 December 2020

WESTPAC SELLS PACIFICBUSINESSES

Westpac Group today announced the sale of its Pacific businesses – Westpac Fiji and Westpac’s 89.91% stake in Westpac Bank PNG Limited – to Kina Securities Limited (ASX:KSL) (Kina Bank) for up to $420 million.

Westpac Group Chief Executive, Specialist Businesses & Group Strategy, Jason Yetton, said the sale follows the Group’s strategic decision to focus on consumer, business and institutional banking in Australia and New Zealand.

“We are taking another step in becoming a simpler, stronger bank while ensuring a high standard of banking services is maintained for our Pacific customers, as well as providing new opportunities for our people.

“Choosing the right purchaser for our businesses is important to us, our people and the communities we serve. We are pleased our Pacific businesses are being acquired by Kina Bank. Kina is a strong brand in the region and is well positioned with deep local knowledge to continue to help our consumer and business customers succeed,” Mr Yetton said.

The sale price is made up of $315 million payable at completion and $60 million to be paid six- monthly over the following 18 months for Westpac PNG. The sale price also includes earn-out payments of up to $45 million which are scheduled to occur annually over 24 months following completion and are subject to the business performance of Westpac Fiji.

It is expected there will be an accounting loss on sale of approximately $230 million^1^ including a foreign currency translation reserve (FCTR) loss which will be based on exchange rates on completion.

Completion of the transaction is subject to various regulatory approvals in Fiji and PNG and Kina Bank shareholder approval. Completion is expected to occur in the Second Half of FY2021.

^1^ The accounting loss is based on $375 million and excludes $45 million of potential earn-out payments.

About Westpac Pacific^2^

Westpac Pacific runs commercial banks in both Fiji and PNG, manufacturing and distributing a broad suite of products (deposits, lending, payments, cards and FX) as well as services to retail, business and institutional banking customers.

At 30 September 2020, Westpac Pacific had net assets of $580 million, net loans of $1.58 billion, deposits of $2.34 billion and risk weighted assets of $2.9 billion.

In Full Year 2020, Westpac Pacific generated cash earnings of approximately $11 million. This comprised net operating income of $177 million, expenses of $105 million and impairment charges of $54 million.

The sale will add approximately 3 bps to Westpac’s Common Equity Tier 1 capital ratio.

Kina Bank

Kina Bank was established in Papua New Guinea in 1985 as a diversified financial services company and is listed on both the ASX and the Port Moresby Stock Exchange (PNGX). It serves retail, commercial and SME customers and offers end-to- end financial solutions including personal banking, small business loans, financial advice and investment management.

For further information:

Lisa Parrett	Andrew Bowden
Media Relations	Investor Relations
M. 0432 933 796	M. 0438 284 863
	P. +612 8253 4008

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

^2^ 30 September 2020 and Full Year 2020 numbers are unaudited and reflect 100% contribution of Westpac Bank PNG Limited.