DEPOSITARY INTERESTS

Transcription

1 DEPOSITARY INTERESTS CERTAINTY INGENUITY ADVANTAGE

2 The capability to reach new capital, overcome cross border barriers, and reduce unnecessary cost and risk Computershare s Depositary Interest service Established in 2001, Computershare s Depositary Interest (DI) service assists non-uk issuers listing on the London Stock Exchange, AIM or ISDX markets. It enables both institutional and individual investors to diversify their portfolios by investing in the global economy as easily as investing in a UK listed company. > DI FEATURES - AT A GLANCE Corporate governance Issuer involvement Applicable markets Entitlements Availability of information Annual meeting services Global Register solution Fully compliant. Programme sponsored by the issuer. Key role in establishment and design of facility All markets High performance contractual arrangement Real-time access via Computershare s proprietary systems and a full range of reports and daily/regular notification of key transactions registered Full annual meeting services - including electronic / postal distribution and voting Global Register solution offered and viewed via Global Issuer Online, where Computershare has registrar/transfer agent capabilities The DI structure allows intermediaries and investors to trade in the issuer s securities while settlement is effected electronically in the CREST system. This delivers process and speed efficiencies as well as corporate governance best practice through the enfranchisement of investors. Through our DI service, issuers can also take advantage of our proxy and IR support, sophisticated shareholder communications and annual meeting management services, to name a few. Customised to meet specific needs, our global platform ensures equal treatment of investors, wherever they are in the world. Incorporated within our globallyunified portfolio of products and services, our DI service delivers a significant leap in cross border servicing capability. Complemented by advanced technologies, such as Global Issuer Online and our xsettle solution, Computershare s DIs represent an evolution in the way issuers and investors connect and how these relationships are mutually leveraged. ISSUER BENEFITS > Supports the ability to raise capital on the London Stock Exchange, AIM or ISDX markets > Offers the potential to increase liquidity by promoting efficiency and ease of electronic settlement facilities > Meets corporate governance best practice through enfranchisement of investors and promotes equal treatment between investors in different markets > Provides more visibility and knowledge of international investors > Enables exemption from Stamp Duty Reserve Tax (SDRT) where circumstances permit > Gives access to cross border experts within our Global Capital Markets Group, servicing issuers and their advisors INVESTOR BENEFITS > Efficient settlement, through the ability to settle and hold foreign securities electronically in the UK in DI form > Reduced settlement costs, by eliminating paper transfers and certificates > Creates a communication channel between the issuer and their investors facilitating investor enfranchisement and encouraging participation BROKER BENEFITS > Efficient delivery-versus-payment settlement in CREST > Faster, safer movement of securities between two or more markets, through integration with our xsettle solution, including same day settlement under certain circumstances > Access to cross border specialists within our Global Transaction Unit, servicing the international brokerage community

3 Inherent reliability, transparency and streamlined management > OUR PROCESS PROCESS AND TIMEFRAMES The process for establishing a Computershare DI and for converting from an existing CREST DI is outlined below. Our standard timeframe is approximately six weeks. However timescales can be adjusted to meet specific requirements, and will depend on third party compliance and other factors. Stage by stage guide Computershare DI Step 1 Step 2 Step 3 Step 4 Step 5 HOW COMPUTERSHARE ADDS VALUE Conversion of CDI to Computershare DI, at the election of the issuer Consultation period set up (Depositary Interest consultant appointed) Legal documentation preparation Finalisation of trust deed Final legal opinion sent to CREST Security application form submitted (Relationship Manager appointed) Step 6 Final registration details Step 6 Closure of CREST DI register confirmed Step 7 Day of listing Step 7 Transfer stock from CREST to Computershare Step 8 Letter of enablement sent to CREST Certainty Our global business, supported by 12,000 staff worldwide, delivers you the operational certainty and expertise needed to structure and service your cross border transaction. Clarity Delivering you visibility of investors globally through our Global Issuer Online service, providing transparency of share ownership, changes in ownership and visibility of voting entitlements. Step 8 Letter of enablement sent to CREST Ease Rapid cross border settlement between markets, through our xsettle web tool for brokers, custodians and investors, maximizing the efficiency of cross border trading. Coverage The only service provider able to offer seamless electronic processing between registers and clearing houses in different markets, through our Global Register solution. CREST conversion EASY TRANSITION Along with Computershare s DI service comes a simple conversion option for issuers whose securities have been independently deposited into CREST by brokers and custodians to create CREST DIs. This conversion process gives issuers instant access to our unparalleled shareholder services and technologies, without compromising settlement services to market participants. The transition to a Computershare DI is straightforward and similar to that for a new listing, as outlined below: > CREST requires the completion of the standard pro-forma legal opinion, incorporating aspects covering the depositary, the company and overseas law. > Computershare produces and executes the depositary deed, creating the arrangement. > An operational bulletin is circulated by CREST prior to data transfer, providing CREST members with advance notification of the change. > Transfer begins at close of business. Live date is start of next business day. > The underlying shares held by CREST representing the number of CREST DIs in issue are transferred to Computershare s custody position upon closure of the CREST register. This ensures that Computershare can support settlement of DIs in CREST immediately following the transfer, without any disruption to market settlement. Capability A dedicated and highly experienced global team committed to providing clients and their advisors, investors and market participants with the highest level of service. Fairness Dividend payments, corporate actions and shareholder mailings are processed concurrently with those to holders on the principal (home market) register.

4 Leveraging Computershare s enterprisewide infrastructure, services and market leadership, facilitating efficient issuer-investor communications Our global solution THE GLOBAL REGISTER > OUR GLOBAL SOLUTION with Global Issuer Online and xsettle As our clients have globalised and sought access to capital from markets around the world, we have responded to their needs by developing a global platform to enable a consistent level of service around the world to investors and issuers alike. This trend was the catalyst for the development of the Global Register solution. The Global Register is an integrated registration service spanning multiple jurisdictions, generally encompassing two or more major time zones. With interlocking components, including DIs and our Global Issuer Online and xsettle web services, our global solution can be streamlined and managed from the country in which you are headquartered, and is fully supported by a global relationship and local service teams. Our global capabilities enable our clients to benefit from fully customised solutions even in markets where Computershare does not have physical operations, and where it may be possible to establish remote connections to local market infrastructure. These solutions may include equity plans, proxy solicitation, AGM logistics and specialist communication programmes. BENEFITS > Increased convenience and transparency > Reduced risk through integrated services > Improved transaction processing time and efficiencies > Consolidated administration, reporting and analysis > Single point of access to all registers/ custodian positions > Global relationship management and support > Stronger stakeholder communications capabilities Global Issuer Online Global top holder Global aggregate register Global investor search Dashboard GLOBAL ISSUER ONLINE As Computershare s premium web service for multi-listed issuers, Global Issuer Online provides a consolidated view of all registers administered by Computershare. Offered in conjunction with the Global Register, Global Issuer Online ensures greater clarity and transparency of registered shareholder information. Enhanced features include global shareholder search capabilities and global top holder and aggregate register reporting functionality, which optionally may also incorporate share plans records. Available around the clock, Global Issuer Online removes the need to contact different providers, access separate online systems or chase different relationship managers at non-aligned providers for important information. Investor Centre View portfolio Buy and sell shares E-communications Proxy voting Sign up for direct deposit Reinvest dividends xsettle TM xsettle TM Register Removal Issuance/Cancellation of DIs Issuance/Cancellation of CPU ADRs Computershare Proprietary Web-based, the xsettle service has been designed to accelerate the transfer of securities between markets and enable global capital market participants to meet their settlement deadlines. Backed by the establishment of our Global Transactions Unit, we are able to move securities rapidly between markets, often within hours. Through our xsettle web service, cross border settlement is more efficient and risk mitigating for issuers and intermediaries. It also streamlines capital raising procedures and opens potential arbitrage opportunities for market participants. Initially deployed between Australia and the UK markets and now available between Canada and the UK, our xsettle service is being rolled out across all Computershare locations. GCMLOB0001v5F

5 > BUSINESS WITHOUT BORDERS Globalisation is a reality in today s financial markets for all companies, regardless of size and whether or not they are listed on multiple markets. Companies are competing for capital from local and international investors, while institutional capital efficiently flows in and out of markets on a keystroke. Computershare has met this need by incorporating its enterprise-wide infrastructure, global services and market leadership, facilitating efficient issuer-investor communications. Our global approach is centred on removing barriers to efficient servicing of important stakeholder groups by tailoring Computershare s unique service platform, and leveraging its cross border expertise. Intelligently developed, our global solution, including Depositary Interests, is directly aligned with today s foreign issuer and capital market participant needs, providing enhanced transparency, and streamlined processing and administration. Computershare s Depositary Interest team were proactive throughout the project. Their considerable experience allowed them to respond quickly to queries and offer our client a bespoke service that enabled us to meet a challenging timetable. Julius Bozzino > Associate Director, NCB Stockbrokers Ltd Our quality products, services and technologies are supported by the highest level of client service and proactive support.

6 Computershare s Global Capital Markets Group helps corporate issuers and other capital market participants access international investment channels by leveraging Computershare s unparalleled global assets, and its unique expertise and market insight. Computershare is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. We also specialise in corporate trust, mortgage, bankruptcy, class action, utility and tax voucher administration, and a range of other diversified financial and governance services. Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world s leading organisations use us to streamline and maximise the value of relationships with their investors, employees, creditors and customers. Computershare is represented in all major financial markets and has over 12,000 employees worldwide. For more information on our Depositary Interest services, please contact: Chris Guy (United Kingdom) Tel: +44 (0) [email protected] Lynn Huguet (North America) Tel: [email protected] Graham Palmer (Australia and Asia) Tel: [email protected] Marco DeSantis (All Jurisdictions) Tel: [email protected] Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority. Computershare Investor Services PLC is registered in England & Wales, Company No , Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.