This Notice contains important information about eligibility to participate in the Osprey Renounceable Entitlement Offer ("Offer") of new Osprey 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 07 April 2020.

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 Osprey Medical Inc. Prospectus dated Friday, 03 April 2020), which are scheduled to commence trading under ASX code OSPRB on Tuesday, 07 April 2020. Eligible Persons that purchase OSP Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling OSP’s Information Line on 1300 554 474 (within Australia) or +61 1300 554 474 (outside Australia) between 8.30am and 5.00pm (Melbourne time) on Business Days during the offer period for the Entitlement Offer.

OSP 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.

OSP Financial Products will trade generally on ASX. However, if OSP 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 OSP 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 OSP Financial Products.

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

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

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

OSP, as Issuer of the OSP 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.

OSP’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 OSP 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 OSP Financial Products they purchase or hold.

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

Participants should liaise with clients intending to purchase or hold OSP 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 OSP 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.

OSP 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 Osprey 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 U.S. Investor", “U.S. Person”, “U.S. Securities Act” and “United States”

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

•                     Australia;

•                     New Zealand;

•                     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;

•                     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 CDIs 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,

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 OSP at its absolute discretion:

•                     is an Eligible Holder; or

•                     is an Eligible New Investor.

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

•                     is a registered holder of a CHESS Depositary Interests (CDIs) as at the Record Date (being 7.00pm (AEST) on Wednesday, 8 April 2020);

•                     has a registered address on the OSP CDI register in Australia, New Zealand Hong Kong or Singapore;

•                     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 Shares for the account or benefit of a person in the United States); and

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

An "Excluded Investor" means any person who, as determined by OSP 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 OSP Financial Products (or a person who seeks to be entered on the register as a holder of OSP Financial Products) who is a U.S. Person or holds or will hold OSP Financial Products for the account or benefit of any U.S. Person.

A “U.S. Person” has the meaning given in Rule 902(k) of Regulation S under the U.S. Securities Act.

As at the date of this Notice:

1. “U.S. Person” means: 

·         any natural person resident in the United States;

·         any partnership or corporation organized or incorporated under the laws of the United States; ·

·         any estate of which any executor or administrator is a U.S. Person;

·         any trust of which any trustee is a U.S. Person;

·         any agency or branch of a foreign entity located in the United States;

·         any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

·         any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

·         any partnership or corporation if:

o   organised or incorporated under the laws of any foreign jurisdiction, and

o   formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organised or incorporated, and owned by accredited investors (as defined in the U.S. Securities Act) who are not natural persons, estates or trusts.

2. The following are not “U.S. Persons”:

·         any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

·         any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if:

o   an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and

o   the estate is governed by foreign law;

·         any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person;

·         an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

·         any agency or branch of a U.S. Person located outside the United States if:

o   the agency or branch operates for valid business reasons; and

o   the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

·         the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

"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

Anjita Sharma, Equity Operations

Contact information

Anjita Sharma
1800 814 051
chesshelp@asx.com.au

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