Prospectus

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1 Purpose of the IssueThe purpose of the Issue is to raise a minimum of$50 million of capital to help support the future balancesheet growth of SUNCORP~METWAY. The funds raisedfrom the Issue will contribute to SUNCORP~METWAY’s tier2 capital under the capital adequacy guidelines of APRA.As such, the Issue is expected to improve the relative mixof SUNCORP~METWAY’s capital within the prescribedregulatory capital requirements. For further informationon SUNCORP~METWAY’s capital adequacy position, seesection 3.6.SUNCORP~METWAY intends to redeem the $55mworth of fixed rate subordinated notes that were issuedby the Company in December 1993 and which may beredeemed on 15 December 1998. Depending on theamount raised by the Issue, SUNCORP~METWAY intends touse some or all of the proceeds for this redemption. Seesection 3.2.3 for further information about theCompany’s right to redeem those notes.PAGE4
2 Offer SummaryThe Issuer:Notes:Subordinated:SUNCORP~METWAY LTDUnsecured perpetual floating rate subordinated notes each with a facevalue of $100 per Note. The Notes are not bank deposits nor depositliabilities in Australia of SUNCORP~METWAY within the meaning of theBanking Act 1959 (Commonwealth). This means that they do not havesuch protection as is afforded to deposit liabilities under the BankingAct.The Notes are a subordinated obligation of SUNCORP~METWAY. The Termsand Conditions of Notes provide for the principal and interest on theNotes to absorb losses where the Company would not otherwise besolvent. On a winding up, the Noteholders would be treated like a classof preference shareholders ranking in priority to the claims of all othershareholders. They will rank behind all other creditors of the Company(including Subordinated Creditors), unless their claims are expressed torank behind or equally with the claims of Noteholders.On a winding up, the Notes will rank in priority to the ordinary shares(including Subordinated Dividend Shares), converting preference shares(series 2) and Special Series Capital Notes. They will rank behind all theliabilities described in section 3.4, and all other Subordinated Creditors ofthe Company described in section 3.2.3 .Size of the Issue:Term:Interest Rates:The offer is for the issue of a minimum of 500,000 Notes of $100 eachto raise $50 million. The Issue is for 2,000,000 Notes ($200 million), butoversubscriptions of a further 500,000 Notes ($50 million) may beaccepted.The Notes are perpetual (unless redeemed by SUNCORP~METWAY).Interest will be paid only to successful applicants.From the Closing Date to the date of redemption of the Notes, theinterest rate will be fixed quarterly at the 90 Day Bank Bill Rate plus amargin of 0.75% per annum determined at the commencement of eachquarter.Initial Interest Payment:Regular Interest Payments:Noteholders will be paid an initial Interest Payment for the period fromthe Closing Date to 15 February 1999. The Record Date for determiningentitlements for this Interest Payment will be 15 February 1999.Noteholders will be paid regular interest payments for each consecutivequarter from 16 February 1999 until the redemption of the Notes.PAGE5
Page 1 and 2: ProspectusFOR THE ISSUE OF 2,000,00
Page 3 and 4: This ProspectusThis Prospectus is d
Page 5: Chairman’s Letter26 October 1998D
Page 9 and 10: Offer Summary continuedAllotment:Th
Page 11 and 12: 3 About TheSUNCORP~METWAY Group3.1
Page 13 and 14: About The SUNCORP~METWAY Group cont
Page 29 and 30: Board of Directors and Management c
Page 31 and 32: Terms and Conditions of Notes conti
Page 39 and 40: Risks of Investing in Notes and Sub
Page 41 and 42: Financial Summary continuedSUNCORP~
Page 43 and 44: Financial Summary continuedSUNCORP~
Page 45 and 46: 8 Additional Information8.1 Directo
Page 47 and 48: Additional Information continuedReu
Page 49 and 50: Glossary continuedTERMMEANINGQIDC G
Page 51 and 52: PIN CHEQUES HEREDO NOT STAPLESUNCOR
Page 53 and 54: PIN CHEQUES HEREDO NOT STAPLESUNCOR
Page 56:
SUNCORP~METWAY LTDACN 010 831 722
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