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ANZ's Non-Operating Holding Company

ANZ Group Holdings Limited is an authorised non-operating holding company under the Australian Banking Act.

Please note that the Scheme of Arrangement to establish a Non-operating holding company voted on at the 2022 Scheme Meeting has now become effective

You may find the FAQ section of the 2022 Explanatory Memorandum (Scheme Booklet) helpful (document available under the 'documents' section on this page).

Now that the Scheme has become legally effective there are some transition activities that take place – you do not need to take any action. Eligible ANZ shareholders will receive one ANZ NOHC share for each ANZ share they hold.

  • ANZ shares were suspended from trading on the ASX and NZX at close of trading on 20 December 2022
  • ANZ Group Holdings Limited (ANZ NOHC) shares commenced trading on the ASX on a deferred settlement basis on 21 December 2022.
  • ANZ NOHC shares entered into a trading halt on the NZX on 21 December 2022.
  • ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX commenced trading under their new ASX codes on a deferred settlement basis on 21 December 2022
  • Eligible ANZ shareholders will receive ANZ NOHC shares on the implementation date of 3 January 2023
  • Normal trading of ANZ NOHC shares on the ASX (ASX: ANZ) and NZX (NZX: ANZ) will commence on 4 January 2023.

 

ANZ's non-operating holding company additional information

In May 2022, ANZ announced its intention to lodge a formal application to establish a non-operating holding company and create distinct banking and non-banking groups within the organisation to assist ANZ to better deliver its strategy to strengthen and grow its core business further.

This proposal has since been approved by Australian banking regulator the Australian Prudential Regulatory Authority, the New Zealand banking regulator Reserve Bank of New Zealand, the Australian Federal Treasurer, ANZ shareholders and the Federal Court of Australia. 

ANZ will now establish a non-operating holding company named ANZ Group Holdings Limited as the new listed parent holding company of the ANZ Group and will separate ANZ’s banking and certain non-banking businesses into the ANZ Bank Group and ANZ Non-Bank Group.

  • The ‘ANZ Bank Group’ will comprise the current Australia and New Zealand Banking Group Limited and the majority of its present-day subsidiaries.
  • The ‘ANZ Non-Bank Group’ will house banking-adjacent businesses developed or acquired by the ANZ Group, as we continue to seek ways to bring the best new technology and banking-adjacent services to our customers

This structure is consistent with how many financial institutions around the world are structured and will provide ANZ with greater flexibility and the potential to create additional value for shareholders over time. There will be no impact on customers and no change to how ANZ’s existing banking operations are regulated.

Please contact the ANZ Share Registry or visit ASX Announcements for further information. 

 

What is a Non-Operating Holding Company?

It is a company that owns or controls other companies but doesn’t carry on a business or operations.

 

Now that ANZ's application is approved, does anything change about my shareholding?

For most shareholders, nothing will change. You will still be an ANZ shareholder and receive dividends. However, your shares will be in the new listed non-operating holding company ANZ Group Holdings Limited rather than Australia and New Zealand Banking Group Limited.

A small number of ineligible foreign shareholders will not receive shares in the new listed Non-Operating Holding Company because it is unlawful or unduly onerous or impracticable to issue shares in those countries. Instead, these shareholders will receive the cash proceeds of a sale of shares.

 

Why is ANZ introducing this new structure?

The Non-Operating Holding Company will help ANZ better compete in an evolving market and will set us up for the future. The new structure will allow our non-banking businesses to operate under policies and procedures that are fit-for-purpose while maintaining an appropriate regulatory environment for the group as a whole.

Establishing a Non-Operating Holding Company will help ANZ better compete in an evolving market and will set us up for the future. The proposed structure will allow our non-banking businesses to operate under policies and procedures that are in a fit-for-purpose while maintaining an appropriate regulatory environment for the group as a whole.

 

Are Non-Operating Holding Companies a new concept? Who uses them?

They’re not new. Non-Operating Holding Companies have existed for decades in multiple sectors around the world.

In Australia companies using a Non-Operating Holding Company structure include Macquarie and Suncorp. Globally, many financial institutions use this structure for a variety of reasons including Barclays, Lloyds Bank, DBS, Citigroup, HSBC and Standard Chartered, and in Australia – Macquarie and Suncorp. 

 

When will the new structure be put in place?

ANZ expects the new structure will be in place in early 2023.

 

Will ANZ’s credit rating change?

ANZ anticipates Australia and New Zealand Banking Group Limited’s credit rating will remain unchanged. 

 

What are the implications for future share buy backs?

The new structure will have no impact on future share buy backs.


Will the management of ANZ change as a result of this new structure?

No.  Shayne Elliott will be the CEO of the Non-Operating Holding Company and the groups of entities beneath. ANZ’s Executive Committee will not change and will be responsible for the broader group including Australia and New Zealand Banking Group Limited and subsidiaries.  Other management committees are expected to remain the same.

 

Will the Board change because of this new structure?

It is expected the Board of Australia and New Zealand Banking Group Limited will also become the Board of the Non-Operating Holding Company. A new non-executive director will be appointed to the Board of ANZBGL, who will not sit on any other boards within the ANZ Group. It is not anticipated there will be any changes to subsidiary Boards (including ANZ Bank New Zealand Limited).

 

Does the new structure change anything for customers?

No, ANZ will still be the same ANZ that has served its customers and communities for more than 185 years. The products, pricing, services or support customers currently receive from ANZ will be the same. Customers will interact with ANZ as they always have and any customer contracts will continue to be with the same legal entity. 


How will the new structure benefit customers? 

Consistent with our strategy, the new structure can help ANZ to develop a holistic ‘digital banking ecosystem’ including adjacent, non-banking services, platforms and partnerships that complement ANZ’s core banking business and better meet customers’ needs in the digital age.

Our core focus will continue to be on helping our customers:

  • save for, buy and own a sustainable, liveable and affordable home;
  • start or buy and sustainably grow their business; and
  • move capital and goods around the region.   

 

 

Will the Non-Operating Holding Company affect supplier or partnership arrangements with ANZ?

For the vast majority of suppliers and partners the existing arrangements with ANZ will not be impacted.

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