HDR Cancellation Procedure for Fast Retailing Co., Ltd.

Transcription

1 HDR Cancellation Procedure for Fast Retailing Co., Ltd. Introduction Please read the following instructions/procedures before you submit the Cancellation instruction to the designated HDR registrar, Computershare Hong Kong Investor Services Ltd. (hereunder Computershare ). Cancellation of HDRs refers to the process whereby the listed HDRs are cancelled on the HK Register for the Issuance of underlying or converted securities in the home or overseas issuance country. Brokers/Custodian banks should send Cancellation instruction to the HDR registrar via xsettle TM, Computershare s proprietary web-based portal to facilitate the instruction flow in Hong Kong. Registered shareholders holding physical HDR certificates in their own name should use paper Cancellation form, attached in the appendix of this Procedure. 1. Conversion of HDR to Underlying Securities: 1.1 Cancellation instructions cut-off time is: noon HK time for next day settlement. Instructions submitted after the cut-off time will be processed and sent to CCASS for prematching and settlement the following business day. 1.2 Please note the Fast Retailing HDR to local program ratio is 100:1. The number of HDR to be cancelled should not result in fractional foreign shares based on the applicable HDR to local program ratio. 1.3 Upon submission of the Cancellation instruction to Computershare, please also send a delivery free of payment settlement instruction in CCASS for matching and settlement with Computershare s settlement agent as per below: Computershare s Settlement Agent: Settlement Agent s CCASS Participant ID: Computershare s safekeeping account held with HSBC: Computershare s account name: The Hongkong and Shanghai Banking Corporation Ltd (HSBC Hong Kong Nominees Ltd) C Computershare Hong Kong Nominees Ltd 1.4 Instructions Cut-off Times (all HK time below) Cancellation of HDRs instruction: Payment of total fees in relation to Cancellation of HDR: Amendment instruction: Cancellation to the original instruction: CCASS withdrawal: noon for next day settlement noon Cancellation Instruction Date 8.00 am Settlement Date 8.00 am Settlement Date Securities are settled by the 10.30am batch settlement run on the Settlement Date. Provided the required denominations are available with HKSCC Nominees Ltd on the withdrawal date. 1.5 Upon successful settlement at the batch of 10.30am CCASS settlement run, we need to withdraw HDR certificate(s) from CCASS for cancellation on the HK Register. The cancellation process will usually take 3 business days to complete i.e. date of instruction received + 3 Edition: 19 February 2014 Page 1 of 7

2 business days. Please note that only upon cancellation of physical certificate(s) on the HK Register transactions are considered as successful cancellations. 1.6 If the required denominations are not available with HKSCC Nominees Ltd, the Cancellation process will take a longer time when splitting of certificates held by HKSCC Nominees is required. Please note the potential delay of the Cancellation/withdrawal process in HK. Depositary Bank and Computershare take no responsibility of the delay in the Cancellation if physical withdrawal cannot be completed as scheduled. 1.7 Upon cancellation of the physical certificates on the HK Register, Computershare will effect the on-delivery instruction to the Depositary Bank for issuance of the underlying/converted securities in the overseas issuance country. 1.8 At the request of the Depositary Bank, Computershare can proceed with securities settlement in HK only upon receipt of the total fees including Cancellation fee, Depositary Bank Cable charge, CCASS withdrawal fee, if applicable. Please refer the payment details to the Payment Arrangements to HDR registrar as mentioned in Section 2 below. 1.9 If there is any amendment to the original instruction, please populate all settlement details in the HK Cancellation of HDR page and quote the previous xsettle transaction reference number in the Special Instruction field on xsettle for submission to Computershare before the cut-off time 8.00 am on the scheduled Settlement Date If you wish to cancel the original instruction submitted to Computershare, please send a cancellation instruction quoted with the original Computershare xsettle reference number to the Computershare HK Global Transactions Unit (HKGTU) address specified below. Your cancellation to the original instruction should reach Computershare by 8.00am on the scheduled Settlement Date. The original instruction can only be cancelled if it is not yet settled in CCASS If the Cancellation instruction remains unsettled in CCASS by Settlement Date (SD)+7, please send us a cancellation to the original transaction. Otherwise, we will purge the longoutstanding transaction on SD+9 according to the CCASS settlement recycle policy Please include the settlement details e.g. JASDEC participant ID, receiving agent in JASDEC, receiver s BIC/name of ordinary shares in Japan, etc. in the overseas issuance country of the Cancellation instruction for the Depositary Bank s onward delivery of underlying securities to the receiving party in the home market. Please also refer to the settlement details appended in the Cancellation form in the appendix Computershare will send successful Cancellation instructions to the Depositary Bank by the end of business day (i.e. usually CCASS Settlement Date + 1) when the HDR certificates were withdrawn from CCASS and cancelled on the Hong Kong register. The Depositary Bank will then issue the underlying securities in the overseas issuance country according to the instruction received. 2. Payment arrangements to HDR registrar in HK: 2.1 Payment instruction cut-off time is: noon HK time on the Cancellation instruction date. Payments that do not reach Computershare by the cut-off time will cause the Cancellation instruction to be carried over to the following business day. 2.2 Upon submission of the Cancellation instruction, please arrange fund transfer of the total fees to Computershare designated bank before the cut-off time as mentioned above, details are as follows: Computershare s designated bank: HSBC Hong Kong Main Office HSBC SWIFT code: HSBCHKHHHKH HSBC bank code: 004 Computershare bank account no.: Computershare bank account name: Computershare Hong Kong Nominees Ltd S/A JPMorgan Chase Bank, N.A. Edition: 19 February 2014 Page 2 of 7

3 2.3 It is important to ensure Computershare xsettle reference number e.g. FRCH1010 populated properly in the payment instruction such that we can reconcile the payment with the Cancellation instruction before we can proceed with securities settlement. 2.4 For inter-bank transfer, please populate the Computershare xsettle reference number in the tag 70 of MT103. If you also use HSBC as the designated bank, please populate the Computershare xsettle reference number in the Customer Reference field on HSBCNet. 2.5 In addition to the Cancellation Fee and Cable charge collected by the Depositary Bank, there is CCASS Withdrawal Fee HK$3.50 per board lot and odd lot payable to HKSCC Nominees Ltd. The CCASS withdrawal fee is applicable when the HDRs are held in CCASS. 2.6 The total fees including the Cancellation fee, Cable charges and CCASS withdrawal fee transferred to Computershare are net of remittance charges. Hence, please ensure that you add the bank charges to the total fees or have the bank charges settled for your account. 2.7 If a paper cheque is banked in to Computershare account, we will proceed with securities settlement upon clearance of the cheque. Please a copy of the pay-in slip with the Computershare xsettle reference number written to the following HKGTU address. Payment by paper cheque is not recommended as it will delay the settlement process. 2.8 Computershare can proceed with securities settlement only upon receipt and reconciliation of the total fees. A copy of the attached as Exhibit B must be completed by the shareholder or their agent(s)/broker and delivered via facsimile (Fax No ) to J.P. Morgan s ADR Settlements group prior to the delivery of the shares. Contact details for JPM ADR Settlements group: ADR Settlements Group Tel No: +1 (302) Fax No: +1 (302) Your dedicated managers at Computershare Hong Kong Global Transactions Unit (HKGTU) are: Diana Ma Vice President Intermediary Services Tel: (852) Wendy Lee Manager, HK Global Transaction Unit Tel: (852) address: gtuhk@computershare.com.hk Edition: 19 February 2014 Page 3 of 7

4 Appendix - To be completed by registered shareholders holding physical HDR certificates in their own name REQUEST FOR CANCELLATION OF FAST RETAILING CO., LTD. HDRs IN HONG KONG FOR ISSUANCE OF UNDERLYING SECURITIES IN OVERSEAS ISSUANCE COUNTRY (CCASS participants should send instruction via the xsettle platform; this cancellation form is for use of registered shareholders who hold physical HDR certificates in their own name) This form must be submitted to the Hong Kong Depositary Receipts Registrar, Computershare Hong Kong Investor Services Limited, at Shops ,17 th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Conversion of Fast Retailing Co., Ltd. HDRs for Issuance of Ordinary Shares in Japan (please complete part A & B) (A) Please complete in BLOCK letters Name of HDR Name of Shareholder / Broker / Custodian Bank Instruction Date Number of HDRs Fast Retailing Co., Ltd Hong Kong Stock Code 6288 HK Broker/Custodian/Delivering Agent s CCASS Participant ID Deliverer of HDRs, if applicable BIC Name (Only if BIC not available) Deliverer of HDRs safekeeping account held with the Custodian/Agent Discount Rate Cancellation Reference No. (given by JPMC, if any) HK Contact Details Contact Name: Contact Phone Number: Contact Address: I confirm that giving effect to this request will not result in a change in beneficial ownership of securities (B) Issuance of Fast Retailing Co., Ltd Ordinary Shares in Japan Name of Shareholder / Broker / Custodian Bank JASDEC Participant ID Receiving Agent in JASDEC (BIC or Name) Receiver of Ordinary Shares in Japan (BIC or Name) Receiver of Ordinary Shares Account No. held in JASDEC, if any Customer Identification Code (if known) Place of Settlement in Japan (JASDEC or Other) Address for Settlement in Japan

5 Special Instructions to the Receiving Agent in Japan Japan Contact Details Contact Name: Contact Phone Number: Contact Address: We, the party submitting this Form hereby request Computershare to do all things necessary to receive and cancel the Hong Kong Depositary Receipts (HDRs) through the name of your nominee Company. Kindly instruct the Depositary Bank to issue the said underlying/converted securities in the overseas issuance country in accordance with the information and instruction provided in this Form. All cancellation fee, cable charge and CCASS withdrawal fee, where applicable, will be paid by us. We acknowledge that where this instruction to Computershare relates to HDRs that are to be settled in CCASS followed by subsequent physical withdrawal from CCASS, the processing time of cancellation of HDRs in Hong Kong is subject to successful settlement in CCASS and the availability of the required denominations held with HKSCC Nominees Ltd. Upon cancellation of the HDR certificate(s) on the Hong Kong register, the said underlying/converted securities are to be held in the form of underlying/ converted securities in the overseas issuance country that will be effected by the Depositary Bank and/or its agent in accordance with the Depositary Agreement constituted by the Depositary Bank and the Issuer. If the relative underlying/converted securities are issued on a cum dividend basis and it is not practicable to register the HDRs in time for your nominee Company to receive the amount of dividend, we undertake to reimburse your nominee Company with the amount of the dividend less out of pocket expenses, if any, with the amount of the gross dividend. Signature(s) of HDR holder(s) Date:

6 Please fax form to EXHIBIT B Certification of Persons Surrendering HDSs for the Purpose of Withdrawing Deposited Securities [DATE] JPMorgan Chase Bank, N.A., as Depositary One Chase Manhattan Plaza, Floor 58 New York, New York Re: FAST RETAILING CO., LTD. Dear Sirs: Reference is hereby made to the Deposit Agreement, dated as of 17 January 2014 (the "Deposit Agreement"), between Fast Retailing Co., Ltd. (the "Company") and JPMorgan Chase Bank, N.A., as Depositary. Capitalized terms used but not defined herein shall have the meanings given them in the Deposit Agreement. References to the Deposit Agreement include the certification and other procedures established by the Depositary pursuant to such agreement. The undersigned is (or is acting as agent for a person that is) surrendering HDR(s) or giving written instructions for the purpose of withdrawal of the Deposited Securities represented by the HDSs evidenced by such HDR(s) (the "Shares") or constituting the undersigned's beneficial interest in the HDR as provided for in paragraph (2) of the form of HDR pursuant to Section 6 of the Deposit Agreement. The undersigned hereby: (i) acknowledges (or if it is a broker-dealer, its customer has confirmed to it in writing that it acknowledges) that the HDRs, the HDSs evidenced thereby and the Deposited Securities represented thereby have not been and will not be registered under the Securities Act of 1933, as amended (the "Act") or with any securities regulatory authority in any state or jurisdiction in the United States; and (ii) certifies that either: (a) it is not a U.S. Person (as defined in Regulation S under the Act) and it is located outside the United States (within the meaning of Regulation S under the Act), and either: (x) it has sold or otherwise transferred, or agreed to sell or otherwise transfer and at or prior to the time of withdrawal will have sold or otherwise transferred, the HDRs or the Shares to persons other than U.S. Persons (as such term is defined in Regulation S under the Act) in accordance with Regulation S under the Act, and it is, or prior to such sale or other transfer it was, the beneficial owner of the HDRs, or (y) it has sold or otherwise transferred, or agreed to sell or otherwise transfer and at or prior to the time of withdrawal will have sold or otherwise transferred the HDRs or the Shares to a qualified institutional buyer (as defined in Rule 144A under the Act) in accordance with Rule 144A, and it is, or prior to such sale or other transfer it was, the beneficial owner of the HDRs, or (z) it will be the beneficial owner of the Shares upon withdrawal, and accordingly, it agrees that, prior to the expiration of 40 days after the later of the commencement of the initial offering of HDSs and the Shares on behalf of the Company and the related closing, it will not offer, sell, pledge or otherwise transfer the Shares represented thereby except (A) to a person whom it (and anyone acting on its behalf) reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Act in a transaction meeting the requirements of Rule 144A, or (B)

7 to a person other than a U.S. Person (as defined in Regulation S) in accordance with Regulation S under the Act. OR (b) it is a qualified institutional buyer (as defined in Rule 144A under the Act) acting for its own account or for the account of one or more qualified institutional buyers; it has (or they have) agreed to acquire the HDRs or the Shares in a transaction which it understands is being made in reliance upon Rule 144A; (iii) If it is a broker-dealer, it further certifies that it is acting for the account of its customer and that its customer has confirmed the accuracy of the representations contained in paragraph (ii) hereof that are applicable to it. Very truly yours, [NAME OF CERTIFYING ENTITY] [By: Title ]