HDR Cancellation Procedure

Transcription

1 HDR Cancellation Procedure 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 are recommended to send Cancellation instruction to the HDR registrar via xsettle TM, Computershare s proprietary web-based portal to facilitate the instruction flow in Hong Kong. 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 conversion ratio between HDR and the underlying/converted securities. 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: noon for next day settlement noon Cancellation Instruction Date 8.00 am Settlement Date Edition: 1 December 2011 Page 1 of 4

2 Cancellation to the original instruction: CCASS withdrawal: 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 in HK will usually take 2 business days to complete i.e. date of instruction received + 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 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 8.00 am 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 Computershare will send the successful Cancellation instructions to the Depositary Bank upon cancellation of physical certificate(s) on the HK Register for issuance of the Edition: 1 December 2011 Page 2 of 4

3 underlying/converted securities in the overseas issuance country according to the instruction received. 2. Payment arrangements to HDR registrar in HK: 2.1 The cost of HDR to underlying securities conversion is as follows: Cancellation Fee: HK$0.40 per HDR cancelled; payable to the DR Bank CCASS Withdrawal Fee: HK$3.50 per board lot / odd lot; payable to HKSCC Nominees Ltd. (refer to 2.6 below) DR Bank Cable Charge: HK$155 per transaction; payable to the DR Bank 2.2 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. 2.3 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. 2.4 It is important to ensure Computershare xsettle reference number e.g. VAOH1010 populated properly in the payment instruction such that we can reconcile the payment with the Cancellation instruction before we can proceed with securities settlement. 2.5 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. 2.6 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. 2.7 The total fees including the Cancellation fee, Cable charges and CCASS withdrawal fee transferred to Computershare should be 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. 2.8 If a paper cheque is banked in to Computershare s account, we will proceed with securities Edition: 1 December 2011 Page 3 of 4

4 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. 2.9 Computershare can proceed with securities settlement only upon receipt and reconciliation of the total fees. 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: 1 December 2011 Page 4 of 4

5 Sequence No (For internal use only) REQUEST FOR CANCELLATION OF COACH, INC. HDRs IN HONG KONG FOR ISSUANCE OF UNDERLYING SECURITIES IN OVERSEAS ISSUANCE COUNTRY 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 COACH, INC. HDRs: (A) Please complete in BLOCK letters Name of HDR Name of HDR holder / Broker / Custodian Bank COACH, INC. (please delete where appropriate) Instruction Date Number of HDRs Hong Kong Stock Code 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 COACH, INC. Common Share in the United States Please turn over Name of Shareholder / Broker / Custodian Bank DTC Broker Participant ID Receiving Agent in the United States (BIC or Name) Receiver of Common Shares in the United States (BIC or Name) Edition: 1 December 2011 Page 5 of 4

6 Receiver of Common Shares Account No. held in DTC, if any Place of Settlement in United States (BIC or Address) Special Instructions to the Receiving Agent in the United States United States 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: Edition: 1 December 2011 Page 6 of 4