Notice

Energy Resources of Australia Ltd ("ERA") - ASX Settlement Operating Rule 5.18.2 Inclusion of Entitlements of ERA as "FOR" Financial Products

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  • ASX Market
  • Clearing
  • Settlement
  • Operations
  • Market Data
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Notice reference number: 1280.19.11
Date published: 18/11/19
Effective as of: 19/11/19
Last updated: 18/11/19

This Notice contains important information about eligibility to participate in the ERA Pro Rata Renounceable Entitlement Offer (with entitlements trading) ("Offer") of new ERA fully paid ordinary shares (“New Shares”) 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 Tuesday, 19 November 2019.

Issuer

Financial Product

ASX Code

Energy Resources of Australia Ltd 

Entitlements – Excluded Investor

ERAR


What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise Entitlements” (as that term is defined in the Offer Information Booklet to be dispatched to Eligible Persons on Friday, 22 November 2019), which are scheduled to commence trading under ASX code ERAR on a deferred settlement basis on Tuesday, 19 November 2019 ("ERA Financial Products”). Eligible Persons that purchase ERA 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 ERA Offer Information Line on 1300 221 495 (within Australia) and +61 3 9415 4006 (outside Australia) from 8:30am to 5:00pm (AEST), Monday to Friday.

ERA 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.

ERA Financial Products will trade generally on ASX. However, if ERA 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 ERA Financial Products to subscribe for New Shares. 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 ERA Financial Products.

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

(a)       to classify ERA Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include ERA 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 ERA Financial Products.

The following conditions apply to ERA 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 Shares for any ERA Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade ERA Financial Products.

ERA, as Issuer of the ERA 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.

ERA’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 ERA Financial Products.

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

Where the holder is currently designated as "F", and wishes to hold ERA 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 ERA 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 ERA Financial Products.

Participants should liaise with clients intending to purchase or hold ERA 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 Shares and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any ERA 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.

ERA 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 ERA as set out under the ASX Settlement Operating Rules. Please refer to the attachment for more information and definitions.

 

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

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

•                     Australia;

•                     New Zealand; or                 

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

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

•                     is an Eligible Shareholder; or

•                     is an Eligible New Investor.

An "Eligible Shareholder" is a person who, as determined by ERA at its absolute discretion:

•                     is a registered holder of a share in ERA as at 7.00pm (Australian Eastern Daylight Time) on Wednesday, 20 November 2019 ("Record Date"); and

•                     has a registered address on the ERA share register in Australia, New Zealand or Singapore as at the Record Date.                 

An "Excluded Investor" means any person who, as determined by ERA at 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 ERA's Financial Products (or a person who seeks to be entered on the register as a holder of ERA'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.

Need more information?

Issued by

Darren Tay, Equity Operations

Contact information

Darren Tay
1800 814 051
chesshelp@asx.com.au

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