Neuer TextUNIVERSAL RESERVE SECURITIESThe UNIVERSAL RESERVE TREASURY and RESERVE BANK Core business and subscriptions policy will be the issue of treasury securities collaterized by assets of banks, creditinstitutions, funds, government treasuries and all other members of the reserve bank and treasury.

All securities will be asset backed securities that can be traded in the primary and secondary markets.

The URCBT will be traded through an interconnected process within the members to influence monetary reseves or traded directly to the public through a retail securities programme.

Retail Treasury Bonds (“RTBs”) form part of the National Government’s program to make government securities availableto all investors.
Key features of the RTBs:
 earns fixed interest rate
 interest rate is based on prevailing market rate
 interest is paid quarterly during the term of the bond
 placement is targeted at retail and individual investors
During the Public Offer Period, Individuals, Corporations, Financial Institutions and other Institutional Investors can purchase
RTBs through the Online Ordering Facility, the Bonds.PH mobile application, and over the counter through any of the Selling
Agents.

 

 ISSUE OF SECURITIES                                                                                                       Under the reserve bank Reference Note Issuance Facility described in this Offering Circular (the “Facility”),URCTB may from time to time issue Securities and e Notes.

The Programme contemplates the issue of a wide variety of Securities with different interest and redemption provisions as part of monetary reseves policy with Open Market Operations to allow URTCB manage liquidity and provide refinancing facilities to the financial sector.Repayment is guaranteed by the Central Bank .

Issuing and Paying Agent : Universal reserve central bank
Securities sold to : • Commercial Bank• Non-Bank Financial Institutions• Licensed Stock Brokers• Licensed Investment Advisors and general public.

The general offering memorandum for the securities is presented below

This offering circular describes the debt issuance programme under which Universal Reserve (“UR”) may from time to time issue bonds in the international bond market. There is no limit on the total aggregate principal amount of bonds which may be issued or outstanding at any time under the programme. The bonds will be issued on the terms and conditions set out in this document as modified and/or supplemented by the final terms published at the time of issue.

 

INFORMATION MEMORANDUM
TREASURY BONDS AND SECURITIES.
DESCRIPTION
Treasury Bonds are denominated in Euro with a fixed coupon payable semi-annually in arrears. Treasury Bonds are redeemable at Face
Value on maturity.
ISSUER
The Universal reserve treasury and central bank.




1. DESCRIPTION DETAILS

1.1. DESCRIPTION
Treasury Bonds are denominated in Euro with a fixed coupon paid semi-annually in arrears. Treasury Bonds are redeemable at Face Value on the Maturity Date.

1.2. ISSUER
The issuer is the Universary reserve treasury (UR).

1.3. AUTHORITY TO ISSUE
Section 4 of the Commonwealth Inscribed Stock Act 1911 provides for the creation of Treasury Bonds for the raising of money by way of loan.
Treasury Bonds are issued in accordance with section 3A of the Commonwealth Inscribed Stock Act 1911 and other Acts containing specific
borrowing authority, or the Financial Agreement between the governments and the Universal reserve treasury.
Treasury Bonds are issued in such amounts, in such a manner and upon such terms and conditions as the Treasurer directs. The Treasurer has authorised officers of the Universal reserve treasury  Financial Management to exercise this power on his behalf.
Treasury Bonds will be issued with the terms and conditions set out in this Information Memorandum. Subject to these terms and conditions,
Treasury Bonds may be issued from time to time by tender, by syndicated offering, by official subscription, by conversion of an official
investment, or by any other method deemed appropriate.
In accordance with section 13AA of the Commonwealth Inscribed Stock Act 1911 principal money secured by any stock and interest on that
principal (if any) shall be payable out of the Consolidated Revenue Fund of the Treasury, which is appropriated to the extent necessary for such payments.

1.4. UNIVERSAL RESERVE OFFICE OF FINANCIAL MANAGEMENT
The URTFM is the Organisations agency responsible for the management and administration of Treasury Bonds.

1.5. REGISTRAR
The Registrar is Universal reserve treasury

1.6. CHANGES IN REGISTRAR
The treasury reserves the right to appoint another Person as its Registrar or paying agent, or to perform those functions.
In such circumstances, Bondholders will be advised at the relevant time.

1.7. CURRENCY OF INFORMATION
The information in this Information Memorandum is correct and complete as at the date of the cover page (the ‘Effective Date’).             The distribution of this Information Memorandum or any offer or issue of Treasury Bonds after that date does not imply that there has been no
change since that date in the affairs or financial condition of the Commonwealth or any other Person or entity or that the information is
correct at any time after the Effective Date. This Information Memorandum may be withdrawn, modified or supplemented by the
Commonwealth at any time. Any series of Treasury Bonds will be taken to be issued on the basis of the Information Memorandum that is
in effect as at the date of issue of such series of bonds.

1.8. AUTHORISED MATERIAL
Only information contained in this Information Memorandum or as otherwise authorised in writing by the Commonwealth may be relied
on as having been authorised by or on behalf of the Commonwealth.

1.9. LIMITED RESPONSIBILITY FOR INFORMATION
No syndicate member appointed in connection with a syndicated issue of Treasury Bonds is liable for any loss or damage of any kind
whatsoever arising as a result of any information in this document, notwithstanding any negligence, default or lack of care by it or that such
loss or damage was foreseeable, except to the extent that liability under the Competition and Consumer Act 2010, the Corporations Act 2001 or any other applicable statute or other law cannot be excluded.
The Issuer has prepared and has authorised the issue of this Information Memorandum and accepts responsibility for the information contained and incorporated by reference in it.


2. COUPON INTEREST

2.1. COUPON INTEREST PAYABLE ON FACE VALUE
Bondholders will receive Coupon Interest Payments on the respective Face Value of the Treasury Bonds at the applicable Coupon Interest
Rate.

2.2. PAYMENT FREQUENCY, AMOUNT AND FIRST COUPON
Coupon Interest Payments are made semi-annually at half the annual amount in arrears on each Coupon Interest Payment Date up to and
including the Maturity Date. Interest will cease to accrue on Treasury Bonds from the Maturity Date.
The date and amount of the first Coupon Interest Payment on a Treasury Bond will be specified in the Invitation to Tender.
The first Coupon Interest Payment will be for a full semi-annual period.

2.3. COUPON INTEREST ENTITLEMENT AND EX-INTEREST PERIOD
Bondholders Registered at the close of business on the Record Date (the close of business eight calendar days prior to the Coupon Interest
Payment Date) will be entitled to the next Coupon Interest Payment. Bondholders who acquire Treasury Bonds that settle during the ExInterest Period are not entitled to the next Coupon Interest Payment.

2.4. MODE OF COUPON INTEREST PAYMENT
Where Treasury Bonds are held directly in the Register, the Registrar will make Coupon Interest Payments in Euro by cheque or
direct credit to the denominated bank account. The Registrar will accept instructions from Bondholders in regards to Coupon Interest Payments. To ensure timely payment, Bondholders should notify the Registrar of their payment instructions and any change of address.

If the Coupon Interest Payment Date is not a Business Day, payment will be made on the next Business Day without payment of additional
interest.
Coupon Interest Payments will be rounded to the nearest cent (0.5 cent being rounded up).


3. FEES AND TAXATION

3.1. FEES
Coupon Interest Payments and repayment of Face Value at maturity will be made free of any fees, charges, deductions or levies of the
Government, except to the extent required by law.

3.2. STAMP DUTY
Issues and transfers of Treasury Bonds will be free of stamp duty imposed by the Commonwealth.

3.3. TAXATION
Taxation may affect returns to investors.
Neither the issuer nor the Registrar is able to provide taxation advice to current or potential Bondholders. The information contained in this section is of a general nature only and is not to be treated as binding on the governmental Taxation Office. Tax outcomes for Bondholders may differ depending on their particular circumstances.

The issuer and Registrar will be entitled to rely upon information given
by a Bondholder as to that Bondholder’s residency when making any
necessary deductions or withholdings from interest payable to the
Bondholder for Tax.

3.3.1. TAX ON SALE OF TREASURY BONDS
In some cases bondholders may be liable for Tax on any gains on the sale of Treasury Bonds. In general, gains are taxed at the Bondholder’s rate of Tax. Bonds are generally not subject to taxes.
3.3.2. SPECIAL TIMING RULES FOR CERTAIN DISCOUNTS ON SECURITIES
If Treasury Bonds are issued or purchased at a discount to their Face Value the Tax laws may operate to require Bondholders to bring to
account as income the discount over the term the Treasury Bond is held by the Bondholder.
3.3.6. TAXATION OF FINANCIAL ARRANGEMENTS
Bondholders may be subject to taxation of financial arrangements(TOFA) rules. The applicability of the TOFA rules and the basis of any
application will depend on a number of factors, including the type and size of the entity, the features of the particular bond and the making of
various elections.
The TOFA rules can operate to require a Bondholder to bring to account for income tax purposes the gain on the bond over the period that it is
held. lhe Bondholder may make a taxable balancing adjustment upon ceasing to have the bond.
Individuals who are Bondholders may be subject to the TOFA rules in respect of bonds. Individuals can also make an election that the TOFA
rules apply to their financial arrangements.



4. TENDER PROCEDURES

The following is a summary of the key details of the procedures for Treasury Bonds issued or repurchased via a tender.
4.1. ANNOUNCEMENT OF PERIODIC TENDERS
Invitations to Tender will be made from time to time. Each invitation will include details of:
– each series of Treasury Bonds for which bids or offers will be invited;
– the amount to be offered or repurchased of each series;
– the closing time and date for bids or offers; and
– the settlement date.
All Invitations to Tender and all tenders of Treasury Bonds shall be made in terms of and pursuant to this Information Memorandum.
4.2. ELIGIBILITY TO TENDER
Bids or offers for Treasury Bonds at competitive tenders conducted via the AOFM Tender System may only be submitted by parties that are
registered with the AOFM. Details of the registration process are contained in the AOFM Tender System Conditions of Operation.
4.3. TENDER BASIS AND BID OR OFFER FORMAT
Bids or offers for Treasury Bonds must be submitted in accordance with the AOFM Tender System Conditions of Operation.
Bids or offers for Treasury Bonds will be received on a competitive tender basis.

4.4. SIZE OF BIDS OR OFFERS
Each bid or offer for Treasury Bonds must be for a minimum parcel of $1,000,000 Face Value and in multiples of $1,000,000 thereafter.
4.5. COMMISSION
No commission will be paid on Treasury Bonds issued or repurchased by tender.
4.6. BID OR OFFER SUBMISSION AND MODIFICATION
Bids or offers for Treasury Bonds may be submitted by either:
– transmitting and committing a bid or offer via the AOFM Tender System; or
– any other method specified in the AOFM Tender System
Conditions of Operation.
Bids or offers submitted via the AOFM Tender System are subject to the conditions outlined in the AOFM Tender System Conditions of
Operation.
A bid or offer that has been committed within the AOFM Tender System may be altered or revoked by the bidder or submitter prior to
the time announced for closure of the tender according to the clock in the AOFM Tender System.
A bid or offer that has been committed within the AOFM Tender System cannot be altered or revoked by the bidder or submitter after the
time announced for closure of the tender according to the clock in the AOFM Tender System.
A bid or offer cannot be committed within the AOFM Tender System after the time announced for closure of the tender according to the clock
in the AOFM Tender System.
The AOFM may alter or revoke a bid or offer it considers to have been submitted in error, at any time.
4.7. TENDER CANCELLATION OR POSTPONEMENT
The Commonwealth reserves the right to cancel or postpone a tender by reason of any circumstance including a circumstance beyond the control of the AOFM and, without limitation, partial or total failure,malfunction or overload of the AOFM Tender System, industrial action
or other emergency.

4.8. UNDERISSUANCE/UNDERACCEPTANCE
The Commonwealth reserves the right to accept bids or offers for the full amount of an Invitation to Tender or any part thereof and to reject
any bid or offer or part thereof on any grounds whatsoever, notwithstanding that the full amount of Treasury Bonds in an Invitation
to Tender has not been taken up.
4.9. ALLOTMENT OF TENDER STOCK AT TENDERS FOR THE ISSUE OF TREASURY BONDS
Acceptance of bids will be made in ascending order of Yield bid, that is,from the lowest Yield bid to the highest Yield accepted. Allotments will
be made at the Yields bid.
At the highest Yield accepted, the amount of Treasury Bonds allotted to each bid will, in the first instance, be calculated proportionately to the
amount of bids at that Yield and rounded down to the nearest $1,000,000 (Face Value). If following this the total amount allotted is
lower than the total amount offered, bids at the highest accepted Yield will be rounded up to the nearest $1,000,000 (Face Value), firstly in
order of the amount by which they were initially rounded down (largest amount first) and then in the time order in which they were committed
in the AOFM Tender System (earliest first), until the total amount offered is reached. No bidder will be allotted an amount greater than
the amount bid.
The Commonwealth reserves the right to accept any bid for the full amount of a tender or any part thereof and to reject any bid or part
thereof.
4.10. ACCEPTANCE OF OFFERS AT TENDERS FOR THE REPURCHASE OF TREASURY BONDS
Acceptance of offers will be made in descending order of Yield offered,that is, from the highest Yield offered to the lowest Yield accepted.
Repurchases will be made at the Yields offered.
At the lowest Yield accepted, the amount of Treasury Bonds repurchased from each offer will, in the first instance, be calculated
proportionately to the amount of offers at that Yield and rounded down to the nearest $1,000,000 (Face Value). If following this the total amount repurchased is lower than the total amount available for repurchase, offers at the lowest accepted Yield will be rounded up to the nearest$1,000,000 (Face Value), firstly in order of the amount by which they were initially rounded down (largest amount first) and then in the time order in which they were committed in the AOFM Tender System (earliest first), until the total amount available for repurchase is reached.

4.11. ACCEPTANCE OF OFFERS AT TENDERS FOR THE REPURCHASE OF MULTIPLE TREASURY BOND SERIES
A Reference Yield will be set for each series of Treasury Bonds for which offers are invited. The Reference Yield will be set with reference
to prevailing secondary market yields. For each offer, the Offer Spread will be calculated as the difference between the Yield offered and the
Reference Yield.

The Commonwealth may set the maximum volume of a particular series to be repurchased. In this case offers will be accepted in the manner
described above until that maximum is reached (if it is reached), from which point offers for that series of Treasury Bonds would not be
accepted. Offers for other series would be accepted in the manner described above for the remainder of the amount available for
repurchase.
4.12. OTHER REPURCHASE METHODS
The Commonwealth reserves the right to repurchase Treasury Bonds in any manner deemed appropriate, including, but not limited to the
repurchase procedures described above.


5. OTHER METHODS OF ISSUE

5.1. OFFICIAL SUBSCRIPTION
The Reserve Bank of Australia (RBA) and certain other official bodies may, from time to time, apply for Treasury Bonds.
Amounts to be taken up in this way at the time of a tender will be indicated in the Invitation to Tender and will be additional to the
amount offered for public tender. Such allotments will be at the weighted average issue Yield(s) announced for the relevant tender.

5.2. OTHER ISSUANCE METHODS

The Commonwealth reserves the right to issue Treasury Bonds in any manner deemed appropriate. This includes, but is not limited to, the
Commonwealth appointing a syndicate of financial institutions from time to time for the placement of Treasury Bonds on conditions that
may be agreed at such time. The Commonwealth may pay fees to syndicate members as may be agreed at the time.


6. SETTLEMENT FOLLOWING ISSUE OR REPURCHASE

6.1. SETTLEMENT PRICE
6.1.1. BASIC FORMULA
Following the issue or repurchase of Treasury Bonds other than near maturing Bonds the settlement price per $100 Face Value, extended to
the third decimal place, shall be calculated on the basis of the bond settlement formular as specified.
 

7. REGISTRATION AND TRANSFER
7.1. REGISTRATION OF BONDS
Treasury Bonds may be held by individual Persons, or two or more Persons as joint tenants with right of survivorship. Organisations or
trusts that are not incorporated should complete their application in the full name(s) of the trustee(s).Each Bondholder is to be regarded as the absolute beneficial owner of the Treasury Bonds Registered in its name.
If two or more Persons apply to be Registered as Bondholders as tenants in common, the Registrar may, after receiving an application from either Person and notifying the other Person(s) of its intention to do so, divide the Treasury Bonds into the share for which each Person is expressed to be entitled and register each Person as the holder of the Treasury Bonds representing the Person’s share.


7.4. REGISTER
The issue of Treasury Bonds will be effected and evidenced by particulars of the Treasury Bonds being entered into the Register by the
Registrar.
In the case of Registered Stock, the Registrar shall enter into the Register the following particulars:

– name and address of the Bondholder;
– Face Value of the Treasury Bonds held;
– Coupon Interest Rate payable on the Treasury Bonds;
– Coupon Interest Payment Dates of the Treasury Bonds;
– Maturity Date of the Treasury Bonds;
– such other particulars as may, from time to time, be required by the
Commonwealth; and
– such other particulars as may, from time to time, be considered
necessary by the Registrar.
The Registrar may correct errors and remedy omissions in the Register.
7.5. TRANSFER OF BONDS
Subsequent to the issue of Treasury Bonds, the bonds may be transferred to other Persons in parcels that are a multiple of $1,000 Face
Value.
 

8. REPAYMENT AT MATURITY

8.1. REPAYMENT
the Registrar will effect the repayment of the Face Value of maturing Treasury Bonds by cheque or direct credit to the denominated bank account, and in accordance with the Coupon Interest Payment instruction held by the Registrar.
Instructions as to the repayment of the Face Value of maturing Treasury Bonds may be lodged with the Registry no later than close of
business on the Record Date for the final Coupon Interest Payment.
Where no instructions have been provided in time, payments of proceeds will be effected by cheque payable to the Bondholder and
posted to the address recorded in the Register.

9. SECONDARY MARKET FOR TREASURY BONDS
After issue Treasury Bonds may be traded in the secondary market.
 

10. OTHER
10.1. FUNGIBILITY
The reserve bank shall be at liberty from time to time to issue Treasury Bonds fungible, respectively, with any outstanding series of
Treasury Bonds whether by Invitation to Tender or otherwise. Any such new issuance will have the same Maturity Date and Coupon
Interest Rate.

10.2. CORPORATIONS ACT 2001
The issue and sale of Treasury Bonds does not require the production of a Product Disclosure Statement in accordance with section 1010A of the Corporations Act 2001.

10.3. TRUSTEES
Treasury Bonds are authorised investments under trustee legislation

10.4. USE OF INFORMATION MEMORANDUM
This Information Memorandum is intended for use only in connection with the offer of Treasury Bonds.

10.5. PRIVACY
The Registrar may collect and hold personal information about Bondholders for the purposes of administering Treasury Bonds.
Bondholders may request access to any personal information held about them by contacting the Registrar 


 


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