CROSS-BORDER REMOVALS

Transcription

1 CROSS-BORDER REMOVALS PROCEDURES CERTAINTY INGENUITY ADVANTAGE

2 1. Glossary Term JSE Plc Dual Listing Principal Register Branch Register Incoming Removal Outgoing Removal Removal Request Form xsettle Costs Timelines Description Johannesburg Securities Exchange Shares listed on dual exchanges principal listing usually in the UK Shares listed on dual exchanges Main listing Secondary listing Shares removed from the foreign register to the South African register Shares removed from the South African register to the foreign register Form required for removal of shares Web based version of the removal request form - to be used where Computershare is registrar in both countries Removal fees usually charged on a sliding scale Required time to remove shares 6/28/2016 Page 1

3 2. Introduction Once an issuer dual lists on the JSE, an SA Register is created. The SA Register is generally referred to by a dual listed issuer as a (i) branch register or (ii) foreign register. The shares of the dual listed issuer are fungible, which means that the shares of the issuer move freely between registers (SA Register and the Foreign Register). In order to administer the movement of the shares of the issuer between registers (referred to as removals ), issuers appoint transfer secretaries in both markets to attend to the removals. The transfer secretaries also ensure that the SA Register and the Foreign Registers are maintained and balanced between the markets. As previously communicated, the appointed transfer secretaries of dual listed issuers have to amend their Removal Process to a one day Removal Process. Local and foreign market participants are concerned that if the approach to the one day Removal Process is not adopted before the go-live of T+3 on 11 July 2016, failed trade events will inevitably occur which will negatively impact liquidity on the South African and the foreign market. The purpose of this document is to detail the Removals Process per transfer secretary. 6/28/2016 Page 2

4 3. Removal Process for Incoming Removals Broker effects trade on foreign exchange for settlement and delivery on the JSE Broker lodges removal request or xsettle request SA address required Foreign Registrar transfers shares from foreign holder to SA Branch register holder Removal request ed to Computershare Removals team Removal is processed on the SA register and new SA certificate is issued. Copy of certificate is ed to SA collecting agent and retained pending demat instruction or collection Computershare Demat team collects certificate from Removals team and process demat instruction confirmation sent to CSD Participant 4. Removal Process for Outgoing Removals Broker effects trade on the JSE for settlement and delivery on the foreign exchange Broker requests CSD Participant to remat shares in the name of the foreign holder c/o SA address, completes removal request form or xsettle request and submit same to Computershare. All details are to be completed correctly and fully refer sample Annexure D. Incomplete requests will be rejected. CSDP Participant process remat order through Strate and requests Securities Transfer Form (CM42) to be ed to Computershare Remat processed and shares are removed from the SA register and transferred to the foreign register Removal request ed to the Foreign Registrar Removal is processed on the foreign register and new certificate is issued Depending on delivery instructions on removal request form or xsettle request, shares are deposited into foreign CSD, e.g. CREST or certificate is dispatched 5. Timings of Removals Outward Removals & Rematerialisations 1 The removal documentation, i.e. removal request form or xsettle instruction, is duly completed and received by Computershare by the latest 10:30am; 2 Securities Transfer Form in the name of PLC Nominees Pty Ltd is duly completed and received from Strate by not later than 12:30pm; Inward Removals & Dematerialisations 3 Cut-off time for receiving inward removals is 10:30am; 4 The share certificate number will be provided to the participant by 13:30 for the dematerialisation order to be created by the CSDP and submitted to the Share Registrar by 14:30; 5 Cut-off time for receiving dematerialisation instructions for incoming removals is 14:30. NB. Please take into consideration the different time zones for the removal processes. 6/28/2016 Page 3

5 6. COSTS J - UK/J - CAN/J - AUS/J - NIG Standard Fee Special Request Demats Value of Securities R R R1 - R50,000 R R R R Over R R Common errors that cause delays for removals xsettle and Removal Request Forms not completed correctly and in full Incorrect details provided to Strate (CM42s) Late receipt of CM42s from Strate Removal Request Forms not lodged timeously Demat orders not processed timeously for inward removals once Removals Team confirmed removal has been processed Follow up notification sent after 48 hours, if still no demat order received, certificates are handed to CSDPs messenger 8. Contacts Name Telephone Number Address Joey Meyer joey.meyer@computershare.co.za Mubeen Akojee mubeen.akojee@computershare.co.za Jennifer Hendricks jennifer.hendricks@computershare.co.za Janine Johnson janine.johnson@computershare.co.za Josinoh Mphahlele josinoh.mphahlele@computershare.co.za Janine Chembiah janine.chembiah@computershare.co.za Group removals@computershare.co.za 6/28/2016 Page 4

6 9. Annexure A Removal Process J - L Removals Johannesburg To London Certificated & Dematerialised Broker effects trade on JSE for settlement and delivery on the LSE. J-L number allocated and entry processed. New UK certificate number issued and cancelled. Broker requests CSDP to remat shares into the name of the UK register holder's name c/o SA address. Computershare Internal Audit checks and approves J L transaction CSDP processes remat order through Strate and requests CM42 to be signed by Strate and ed to Computershare. Computershare receives faxed CM42 transfer deed and attaches this to remat order request. Transfer from PLC Nominees to UK Holder J-L Removal Form ed to Foreign Transfer Secretary for processing at its end. Confirmation of removal ed to SA lodging agent. Depending on holder type Foreign Transfer Secretary demats shares into CREST a/c or dispatches a certificate Remat processed and shares transferred from PLC Nominees to UK register holder c/o SA accommodation address. Certificated Delivery CREST Delivery J-L Removal form lodged by CSD Participant is verified by Computershare. UK register account designations and CREST details must be correct. Foreign Transfer Secretary prints new UK certificate and arranges to deliver to nominated collecting agent. J-L reference is used for collection. Foreign Transfer Secretary processes demat entry into nominated CREST account and s or faxes confirmation to UK receiving agent per J-L reference used for removal. Process Complete 6/28/2016 Page 5

7 L-J Removals London to Johannesburg Certificated and Dematerialised Broker effects trade on LSE for settlement and delivery on the JSE. L-J details ed to Computershare. Details also ed to UK lodging agent. Broker lodges removal request application with Foreign Registrar. Removal Request indicates certificated removal and share certificate attached or CREST demat request attached. Depending on delivery request, delivery will be certificated or demated into Strate. Entry is processed and new SA certificate is issued. Certificate ed to SA collecting agent and retained pending demat instructions Certificated Delivery Strate Delivery Foreign Transfer Secretary verifies SA register account details in advance of processing. Certificate ex CREST account rematerialised. Computershare prints new SA certificate and arranges delivery to nominated collecting agent. L-J reference is used for collection. Once receiving agent receives details of L-J, demat request created and advised to Strate and Computershare. L-J Number allocated & removal processed. Shares transferred from UK Holder to SA Branch Register Holder. Foreign Transfer Secretary Internal Audit checks and approves L-J transaction. Computershare Demat/Remat Team demats certificate per CSDP demat order messages. Computershare Demat/ Remat Team sends confirmation message. Process Complete 6/28/2016 Page 6

8 10. Annexure B List of Companies Company Name Brait SE Hwange Colliery Company Limited London Finance & Investments Group Plc SABMiller Plc Capital & Counties Properties Plc BHP Billiton Plc Investec Plc Investec Plc Preference Marshall Monteagle Plc Cafca Limited African Eagle Resources Plc Atlatsa Resources Corporation British American Tobacco Plc Choppies Enterprises Limited Coal Of Africa Limited Datatec Limited Diamondcorp Plc Delrand Resources Limited Buffalo Coal Corp IPSA Group Plc Jubilee Platinum Plc Mas Real Estate New Europe Property Investments Plc Oando Plc Pallinghurst Resources Ltd Pan African Resources Plc Sedibelo Platinum Mines Limited (Unlisted) Resource Generation Limited Rockwell Diamonds Incorporated Ltd Tawana Resources NL Trustco Group Holdings Limited Wilderness Holdings Limited New Gold Issuer Limited Coreshares Equally Weighted Top40 ETF Kibo Mining Plc Ferrum Crescent Limited Giyani Gold Corporation Mara Delta Property Holdings Vestin Holdings Limited Redefine International Plc Glencore Plc Atlantic Leaf Properties Limited Tharisa Plc Sacoven Plc NewFunds S&P GIVI South Africa Top 50 Index Sirius Real Estate Limited South32 Limited Stenprop Limited International Hotel Group Limited ISIN LU ZW GB GB GB00B62G9D36 GB GB00B17BBQ50 GB00B19RX541 JE00B5N88T08 ZW GB CA GB BW AU000000CZA6 ZAE GB00B183ZC46 CA CA GB00B0CJ3F01 GB VGG5884M1041 IM00B23XCH02 NGOANDO00002 GG00B27Y8Z93 GB ZAU AU000000RES1 CA77434W2022 AU000000TAW7 NA000A0RF067 BW ZAE ZAE IE00B97C0C31 AU000000FCR2 CA37636L1076 MU0473N00028 BMG IM00B8BV8G91 JE00B4T3BW64 MU0422N00009 CY JE00B7YH8W36 ZAE GG00B1W3VF54 AU000000S320 BMG8465Y1093 VGG7396G1046 6/28/2016 Page 7

9 Company Name Newfunds ILBI ETF Green Bay Properties Limited PPC Limited Schroder European Real Estate Investment Trust Plc Mediclinic International Plc ISIN ZAE MU0461N00007 ZAE GB00BY7R8K77 GB00B8HX8Z88 6/28/2016 Page 8

10 11. Template to be completed for incoming removals 6/28/2016 Page 9

11 Please return completedform Or by Facsimile to: Use a black pen or type instructions Print in CAPITAL letters Where a choice is required, mark the box with an "X" Register Removal Request (United Kingdom Register to South African Register) Full Name of Company or Corporation for removal Description of Securities Number of Securities to be removed : Name and address that securities have been withdrawn into from CREST or current certificated UK Custodian/Broker Firm Name: _ Contact Name: _ Telephone Number Authorised Signatory Authorised Signatory Are the securities to be dematerialised into Strate? Yes Strate details: * No A share certificate will be issued and mailed as per the Registered Name and Address in Block B. Please provide mailing instructions if different from the registered address: South African Custodian/Broker Firm Name Contact Name _ Telephone Number Terms & Conditions Any party that completes and submits this form to Computershare Investor Services (Ply) Ltd, or Computershare Investor Services PLC (collectively 'Computershare') on behalf of its client represents and warrants to Computershare that it is acting with the full authority of its client in making this request. The party completing this form represents and warrants that there is no change of beneficial ownership in this removal request of the shares specified above and agree to indemnify and hold harmless Computershare Investor Services (Pty) Ltd and Computershare Investor Services PLC on demand, against all costs,claims and damages,expenses, contributions or other liabilities whatsoever, in the event that the removal does constitute a change in beneficial ownership. Cornputershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority. OOOOOXXXA100000llXIO 10000A 127U8A 009 R C Rem. VI< to SouthAI

12 How to complete this form To assist you with the completion of the Register Removal Form please refer to the following instructions below. If the securities are to be placed in Strate, please DO NOT request a certificate. Register Removal Checklist Have you: Entered the full company or corporation name of the securities that you've requested the removal for. Entered the description of the securities as well as the number of securities to be removed. Specified the name and address that the securities have been withdrawn into from CREST or specified the current certificated name and address as well as the certificate number. Recorded the UK contact name and telephone number. These details will only be used in the event that we have a query regarding this form. If the shares are to be deposited into Strate, please record the relevant Strate details in box C. Please Note: no change of beneficial ownership should take place with this removal request. Entered the collecting agents name and futl address, if the request is for delivery of a physical share certificate. Recorded the South African contact name and telephone number. These details will only be used in the event that we have a query regarding this form.

13 12. Template to be completed for outgoing removals 6/28/2016 Page 10

14 How to complete the xsettle electronic form To be used where Computershare is registrar in both countries Click on the down arrow and select the company for which you are making the settlement e.g. BHP Billiton e.g. Ordinary This is pre-populated with your company name Name of the account on which shares were held on the South African register This is pre-populated with your details Enter details Name of the account on which shares will be held on the UK register Participant identity e.g. from SWIFT messaging Same as account designation

15 Complete this form if Computershare is not the Registrar in South Africa Use a black pen or type instructions Print in CAPITAL letters Where a choice is required, mark the box with an "X" X Pleasereturn completedform to: Computershare Investor Services(Pty) Ltd Reg No 2004/003647/07 FaxNumber Removals@Computershare.co.za Register Removal Request (South African Register to United Kingdom Register) (J-L) I/We the undersigned being the registered holder of shares in the below Company, hereby request that the following removal of shares in my/our name(s) be removed from the Branch Register in South Africa to the Principal Register in the United Kingdom. A Full Name of Company or Corporation for removal Enter the name of the company for which you are making the settlement e.g. BHP Billiton Description of Securities: Number of Securities to be removed: e.g. Ordinary SRN: Not required B Submitting broker/custodians firm name: Contact Name: Your company name Telephone Number: Your telephone number Account name c/o your South African address which should be the Registered name and address that appears on the South African Register : same as the account name in Block C The signatory/signatories on this form warrant that all South African Exchange Control Regulations have been complied with and that the share scrip is endorsed "Non-Resident" Shareholders Signature or Authorised Signatory*: Date of Signature: CSD Participant / Brokers Stamp: * In terms of market rules in South Africa, a CSD Participant is authorised to complete and sign the removal form in terms of their Safe Custody Agreement with the Beneficial Holder Certificate Number: C Registered Name, Account Designation (if applicable) and Address to appear on the United Kingdom Register: Name of the account on which shares will be held on the UK register Are the securities to be dematerialised into CREST? Participant identity e.g. Yes If yes specify the following: CREST Participant ID: from SWIFT messaging CREST Member ID: *Note The CREST Participant ID and the CREST Member ID must match the registered name and address stated above, otherwise your request will not be able to be deposited into CREST and a share certificate issued. No If there is a main or branch register in the UK a share certificate will be issued. Please provide a mailing address if different from the registered address: United Kingdom Broker/ Custodian Firm name: Same as account designation Contact Name: Fax Number: Telephone Number: Terms & Conditions Any party that completes and submits this form to Computershare Investor Services PLC, or Computershare Investor Services (Pty) Ltd, (collectively "Computershare") on behalf of its client represents and warrants to Computershare that it is acting with the full authority of its client in making this request. The party completing this form represents and warrants that there is no change of beneficial ownership in this removal request of the shares specified above and agree to indemnify and hold harmless Computershare Investor Services PLC and Computershare Investor Services (Pty) Ltd on demand, against all costs, claims and damages, expenses, contributions or other liabilities whatsoever, in the event that the removal does constitute a change in beneficial ownership. Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority. 00NTZB RegRem-SAtoUK 08/12/09

16 How to complete this form Register Removal Checklist Have you: Entered the full company or corporation name of the securities that you have requested the removal for. Entered the description of the securities as well as the number of securities to be removed. Specified the submitting broker/custodians firm name or current certificate registration details as well as the certificate number. Recorded the South African contact name and telephone number. These details will only be used in the event that we have a query regarding this form. Please Note: No change of beneficial ownership should take place with this removal request. Specified the registered name, account designation (if applicable) and address to appear on the UK register. If the securities are to be dematerialized into CREST entered the CREST Participant ID and the CREST Member ID. *Note The CREST Participant ID and the CREST Member ID must match the registered name and address stated above, otherwise your request will not be able to be deposited into CREST* and a share certificate will be issued. Entered the collecting agents name and full address, if the request is for delivery of a physical share certificate, this can only be accommodated if the UK maintains a branch register. Recorded the UK contact name and telephone number. These details will only be used in the event that we have a query regarding this form. RegRem-SAtoUK 08/05/09 00NU0A

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