Rabo Capital PIE Share Offer FAQ - RaboPlus New Zealand

You can download the investment statment and application form here. The investment statement has an application form for the PIE Capital Securities attached. Please ensure that the application form is returned in sufficient time to either your broker or financial adviser for it to be received by Computershare Investor Services Limited no later than 12:00 noon on Friday 22 May 2009.

Alternatively, please send your signed application form directly to Computershare Investor Services Limited at Private Bag 92119, Auckland 1142; or (by hand) to Level 2, 159 Hurstmere Road, Takapuna, North Shore City so that it reaches Computershare Investor Services Limited by 12:00 noon on 22 May 2009.

Applications can only be made using the application form included in the investment statement. No applications for preference shares in Rabo Capital Securities Limited will be accepted or money received unless the subscriber has received the investment statement for the offer.

Yes, you can download an investment statement and application form here.

A subsidiary of Rabobank Nederland, called Rabo Capital Securities Limited, is offering PIE Capital Securities.

Rabobank Nederland established Rabo Capital for the purpose of issuing the PIE Capital Securities and investing in the Underlying Securities issued by Rabobank Nederland. Rabobank Nederland is issuing the Underlying Securities to supplement its capital base. The issue will support Rabobank Nederland's business, including lending in New Zealand. The PIE Capital Securities are not guaranteed by Rabobank Nederland or any other person.

The securities which the issuer is considering offering are perpetual non-cumulative non-voting capital securities (called "PIE Capital Securities") issued by Rabo Capital.

The PIE Capital Securities will be issued by Rabo Capital, a wholly-owned subsidiary of Rabobank Nederland.

Rabo Capital, the issuer of the PIE Capital Securities, will be a Portfolio Listed Company under the PIE regime in the Income Tax Act 2007. Accordingly, the PIE Capital Securities will have tax advantages for some investors, which are described in the Investment Statement and Prospectus.

The funds raised by issuing the PIE Capital Securities will be used to invest in the Underlying Securities issued by Rabobank Nederland. Rabobank Nederland will use the funds as capital to supplement its capital base. The issue will support Rabobank Nederland's business, including lending in New Zealand.

The Underlying Securities are interest-bearing unsecured perpetual non-cumulative subordinated bonds to be issued by Rabobank Nederland, denominated in New Zealand dollars. The proceeds of the PIE Capital Securities will be invested in the Underlying Securities and the PIE Capital Securities may become exchangeable into the Underlying Securities in certain circumstances.

The PIE Capital Securities are expected to be assigned a rating of AA- from Standard and Poor's and Aa2 from Moody's.

As at the date of the investment statement, the PIE Capital Securities are expected to be assigned a long-term credit rating of Aa2 from Moody's (obligations rated Aa are judged to be of high quality and are subject to very low credit risk) and AA- from Standard & Poor's (an obligation rated 'AA-' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong).

A description of the credit ratings assigned to the PIE Capital Securities is available from the credit rating agencies' websites: www.moodys.com and www.standardandpoors.com.

Up to $200 million, with the ability to accept unlimited oversubscriptions.

The PIE Capital Securities are not guaranteed by any person. The Underlying Securities in which the proceeds of the PIE Capital Securities are invested are direct obligations of Rabobank Nederland. In the event of default on the PIE Capital Securities and certain other exchange events, the holders will have their PIE Capital Securities exchanged into those Underlying Securities so will in effect hold securities issued directly by Rabobank Nederland.

Rabo Capital is a special purpose company established by Rabobank Nederland. It is incorporated in New Zealand and is 100% owned by Rabobank Nederland. Rabobank Nederland will not guarantee the PIE Capital Securities, but in the event of certain defaults and other exchange events the PIE Capital Securities will be exchanged into Underlying Securities issued directly by Rabobank Nederland. Rabo Capital is not a registered bank.

Rabobank Nederland is Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., a bank incorporated in the Netherlands which is a registered bank in New Zealand.

The PIE Capital Securities will carry the right to quarterly dividends calculated by reference to a dividend rate to be announced. The dividend rate until 18 June 2014 will not be less than 8% pa.

For the first five years the dividend rate will be equal to either the minimum of 8% pa or the sum of the Margin and the 5 year swap benchmark rate. The dividend rate will be reset for a further 5 years on 18 June 2014 at the prevailing benchmark rate, reset on the basis of the five-year swap rate on that date, plus the Margin. From the date 10 years after the Issue Date, the dividend rate will switch to a floating rate, being the sum of the Margin and the 3-month Bank Bill Rate, which is reset quarterly.

The Margin will be a percentage rate per annum and will not subsequently change.

On the 29th of April 2009, Rabo Capital announced the margin on its offer of PIE Capital Securities to New Zealand investors has been set at 3.75%p.a.

Interest is scheduled to be paid on successful applications at the Official Cash Rate from the date on which your application money is banked to (but not including) the Issue Date (being Wednesday 27 May 2009). That interest will be paid (less any withholding tax required to be deducted) within 5 Business Days of the Issue Date.

The offer opens on Monday 27 April 2009 and closes on Friday 22 May 2009 at 12:00 noon. These dates may change at the discretion of Rabo Capital.

If your application is successful, the PIE Capital Securities will be issued to you on 27 May 2009. An allotment notice will be sent to you shortly thereafter confirming this.

The first dividend payment will be made on 18 June 2009. Thereafter dividends will be paid quarterly on each 18 March, 18 June, 18 September and 18 December. The first dividend payment will be will be calculated using the actual number of days elapsed in the period from the Issue Date to (but not including) the first Dividend Payment Date.

Rabo Capital has the option to redeem the PIE Capital Securities from 18 June 2019, and earlier in certain circumstances. Rabobank Nederland has undertaken to redeem the Underlying Securities on 18 June 2039 (unless they have been previously redeemed or purchased), subject to satisfying certain conditions

All applicants must sign the form. This means the trustee must sign the form.

The minimum investment is $5,000 and in multiples of $1,000 thereafter.

This Investment Statement constitutes an offer of PIE Capital Securities to the public in New Zealand and to investors in other jurisdictions where the PIE Capital Securities may be lawfully offered. No action has been or will be taken by Rabo Capital Securities which would permit an offer of PIE Capital Securities to the public, or possession or distribution of any offering material, in any country or jurisdiction where action for that purpose is required (other than New Zealand). By purchasing the PIE Capital Securities you agree to indemnify Rabo Capital against any loss suffered as a result of the selling restrictions being breached.

Application has been made to NZX for permission to list the PIE Capital Securities and all the requirements of NZX relating thereto that can be complied with on or before the date of this statement have been duly complied with. However, NZX accepts no responsibility for any statement made.

Post-dated cheques will not be accepted.

Yes, you can download and print the Investment Statement and Application form here.

There are then two options 

1. Open an account with RaboPlus and we will handle the application for you. 

2. Download and print the investment statement and application form and send your application form and cheque directly to the registry at the address below.
   
   Computershare Investor Services
   Level 2, 159 Hurstmere Road
   Takapuna, North Shore City

Although we are unable to recommend a specific adviser to you, you can make inquiries with your normal broker or financial adviser or contact one of the Joint Lead Managers to the offer. Otherwise we suggest that you refer to the list of market participants on www.nzx.com, or look in your Yellow Pages.

You will receive an allotment statement which will provide details of your successful application. This is expected to be posted to you on 27 May 2009. If your application is not successful, you will be refunded your money (without interest) as soon as practicable, or at the latest, within 14 calender days of the Closing Date.

Once your PIE Capital Securities have been allotted, you may sell your PIE Capital Securities to another investor. Please note that Rabo Capital considers that a secondary market for the PIE Capital Securities will develop over time as it has with similar securities. However, Rabo Capital gives no assurances as to the existence or characteristics of any such secondary market.