Notice

Transurban Group ("Transurban" or "TCL") - ASX Settlement Operating Rule 5.18.2 inclusion of entitlements of Transurban as "FOR" Financial Products

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Notice reference number: 0987.18.09
Date published: 04/09/18
Effective as of: 05/09/18
Last updated: 04/09/18

This Notice contains important information about eligibility to participate in the Transurban Pro rata Accelerated Renounceable Entitlement Offer (with retail entitlements trading) ("Offer") of new Transurban stapled securities (“New Securities”) and should be read carefully by Participants.

The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective 05 September 2018.

Issuer

Financial Product

ASX Code

Transurban Group

Entitlements – Excluded Investor

TCLRB

 

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise Retail Entitlements” (as that term is defined in the Retail Information Booklet to be dispatched to Eligible Persons on Friday, 7 September 2018), which are scheduled to commence trading under ASX code TCLRB on a deferred settlement basis on Wednesday, 05 September 2018 ("TCL Financial Products”). Eligible Persons that purchase TCL Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Transurban Security Holder Information Line on 1300 360 146 (within Australia) and +61 3 9415 4315 (outside Australia) from 8:30am to 5:30pm (AEST), Monday to Friday. 

TCL reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Person.

TCL Financial Products will trade generally on ASX. However, if TCL Financial Products are purchased in a transaction on ASX by a person that is not an Eligible Person (each, an "Excluded Investor"), such Excluded Investors will not be entitled to exercise those TCL Financial Products to subscribe for New Securities. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any TCL Financial Products.

TCL Financial Products which are not or are not able to be exercised will be sold through a retail shortfall bookbuild. Any premium over the offer price of $10.80 per New Security received in respect of the TCL Financial Products sold through the retail shortfall bookbuild (net of any applicable withholding taxes and expenses) will be remitted proportionally to holders of those TCL Financial Products (“Retail Premium”).The Retail Premium, if any, is expected to be paid on or about 28 September 2018.

To ensure that foreign ownership restrictions can be monitored, that Excluded U.S. Investors do not acquire, hold or trade TCL Financial Products and that Excluded Investors do not exercise any right to subscribe for New Securities, ASX Settlement has agreed:

(a)       to classify TCL Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include TCL Financial Products in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)       to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to TCL Financial Products.

The following conditions apply to TCL Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded Investor, as that term is defined, may exercise any right to subscribe for New Securities for any TCL Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade TCL Financial Products.

TCL, as Issuer of the TCL Financial Products, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

TCL’s Financial Products are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to TCL Financial Products.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Securities for any TCL Financial Products they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold TCL Financial Products, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding TCL Financial Products.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any TCL Financial Products.

Participants should liaise with clients intending to purchase or hold TCL Financial Products and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Securities and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any TCL Financial Products. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

TCL Financial Products cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by Transurban as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

Need more information?

Issued by

Chris Mitchell, Officer, Post Trade Operations

Contact information

Chris Mitchell
1800 623 571
cad@asx.com.au

 

Attachment - Definitions of “Eligible Person”, "Excluded Investor" and "Excluded U.S. Investor" 

An "Eligible New Investor" means any person who, as determined by Transurban in its absolute discretion, is in:

  • Australia;

  • New Zealand;

  • Canada (British Columbia, Ontario or Quebec provinces) (or is acquiring the Entitlements or New Securities for any person who is in the provinces of British Columbia, Ontario or Quebec), where each relevant person is an “accredited investor” as defined in National Instrument 45-106 – Prospectus and Registration Exemptions and, if relying on subsection (m) of the definition of that term, is not a person created or being used solely to acquire or hold securities as an accredited investor;

  • China (excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) (or is acquiring the Entitlements or New Securities for any person who is in China (excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan), where each relevant person is a (i) “qualified investor” as approved by the People’s Republic of China regulatory authorities to invest in overseas capital markets or (ii) sovereign wealth fund or quasi-government investment fund that has the authorisation to make overseas investment;

  • Belgium, Denmark, Germany, Liechtenstein, Luxembourg or the Netherlands (or is acquiring the Entitlements or New Securities for any person who is in Denmark, Germany, Liechtenstein, Luxembourg or the Netherlands), where each relevant person is a "qualified investor" within the meaning of the Prospectus Directive (Directive 2003/71/EC) as amended and implemented in the applicable country;

  • Dubai International Financial Centre (or is acquiring the Entitlements or New Securities for any person who is in the Dubai International Financial Centre), where each relevant person is a “professional client” (as defined in the Conduct of Business Module, as issued by the Dubai Financial Services Authority);

  • France (or is acquiring the Entitlements or New Securities for any person who is in France), where each relevant person is a "qualified investor" as such term is defined in Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11 and D.533-13 of the French Monetary and Financial Code;

  • Hong Kong (or is acquiring the Entitlements or New Securities for any person who is in Hong Kong), where each relevant person is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;

  • Ireland (or is acquiring the Entitlements or New Securities for any person who is in Ireland), where each relevant person is a "qualified investor" as defined in the Irish Prospectus (Directive 2003/71/EC) Regulations 2005, as amended;

  • Italy (or is acquiring the Entitlements or New Securities for any person who is in Italy), where each relevant person is a "qualified investor" as defined in Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999, as amended;

  • Korea (or is acquiring the Entitlements or New Securities for any person who is in Korea), where each relevant person is an "accredited investor" as defined under the Financial Investment Services and Capital Markets Act of Korea;

  • Norway (or is acquiring the Entitlements or New Securities for any person who is in Norway), where each relevant person is a "professional client" as defined in Norwegian Securities Regulation of 29 June 2007 no. 876;

  • Singapore (or is acquiring the Entitlements or New Securities for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")); (ii) will acquire the Entitlements or New Securities in accordance with applicable provisions of the SFA; and (iii) acknowledges that the offer of the Entitlements and New Securities is subject to the restrictions (including selling restrictions) set out in the SFA;

  • Sweden (or is acquiring the Entitlements or New Securities for any person who is in Sweden), where each relevant person is a "qualified investor" (as defined in Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument));

  • Switzerland (or is acquiring the Entitlements or New Securities for any person who is in Switzerland), where each relevant person is an institutional investor (i) subject to Swiss or foreign prudential supervision such as a bank, securities dealer, insurance institution or fund management company; or (ii) with professional treasury operations;

  • the United Arab Emirates (excluding the Dubai International Financial Centre) (or is acquiring the Entitlements or New Securities for any person who is in the United Arab Emirates (excluding the Dubai International Financial Centre)), where each relevant person acknowledges that any communications received in relation to the Offer occurred from outside the United Arab Emirates; or

  • the United Kingdom (or is acquiring the Entitlements or New Securities for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended, 

provided that in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person will be holding Entitlements or New Securities for the account or benefit of a person in the United States). 

An "Eligible Person" is a person who, as determined by Transurban in its absolute discretion:

  • is an Eligible Retail Security Holder; or

  • is an Eligible New Investor. 

An "Eligible Retail Security Holder" is a person who:

  • is a registered holder of Transurban stapled securities as at the Record Date (being 7.00pm (AEST) on 5 September 2018);

  • has a registered address on the Transurban security register in Australia or New Zealand;

  • is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Transurban stapled securities for the account or benefit of a person in the United States);

  • did not receive an offer to participate (other than as nominee) or were otherwise ineligible to participate under the institutional component of the Offer; and

  • is eligible under all applicable securities laws to receive an offer under the retail component of the Offer. 

An "Excluded Investor" means any person who, as determined by Transurban in its absolute discretion, is not an Eligible Person, and for the avoidance of doubt includes an Excluded U.S. Investor. 

An “Excluded U.S. Investor” means a holder of Transurban’s Financial Products (or a person who seeks to be entered on the register as a holder of Transurban’s Financial Products) who is in the United States or who is acting for the account or benefit of a person in the United States.

"United States" means the United States of America, its territories and possessions, any State of the United States and the district of Columbia.

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