Investors
ASX Listing
ASX DUAL LISTING
CHESS DEPOSITORY INTERESTS (CDIs) AND SHARES UNDER A DUAL LISTING
Beacon Hill Resources Plc (Beacon Hill) is dual listed on the AIM Market (AIM) and Australian Securities Exchange (ASX) and trades under each stock exchange as follows:
|
AIM |
ASX
|
Code |
BHR |
BHU |
Security traded |
Share |
CDI |
Ratio of shares to each CDI |
2 |
1 |
| Currency of Stock Exchange | GBP | AUD |
CHESS DEPOSITORY INTEREST (CDIs)
CDI’s are frequently used for trading shares issued by companies incorporated outside Australia on the ASX. Shareholders are able to hold and trade CDIs on the ASX, as an alternative to holding their shares on AIM. CDIs will be held in an uncertificated form and will be settled and transferred through CHESS (an electronic settlement system operated by the ASX). No share certificates will be issued for trading on the ASX.
The main difference between holding CDIs and Shares is that the holder of CDIs has beneficial ownership of the Shares instead of legal title. CHESS Depository Nominees Pty Ltd (CDN) will hold the legal title to the underlying Shares. As a result, the Shares which are the subject of CDIs will be registered in the name of CDN and will be held on behalf of and for the benefit of the CDI holder.
Beacon Hill operates a register of shareholders in the UK, which is maintained by Capita Registrars Limited, and an uncertificated CHESS sub-register of CDIs maintained by Boardroom Pty Ltd in Australia. The register of shareholders in the UK is the register of legal title (and reflects that CDN is the legal owner of Shares underlying the CDIs) and the uncertificated CDI sub-register reflects the register of beneficial title to the Shares underlying the CDIs.
TRANSFER OF SECURITIES
If an existing holder of shares wishes to trade CDIs on ASX, the holder must arrange for conversion of shares to CDIs (1 CDI will be received for 2 shares converted).
Example
Convert Shares to CDI |
Shares |
CDI |
Security |
2 |
1 |
Example Share Price at conversion |
£0.10 |
$0.15 |
Theoretical value of each security |
£0.20 |
$0.30 |
Exchange Rate (1 AUD = 0.66 GBP) |
|
|
If an existing holder of CDIs wishes to trade shares on AIM the holder must arrange for conversion of CDIs to shares (2 shares will be received for each CDI converted).
Example
Convert CDI to Shares |
CDI |
Shares |
Security |
1 |
2 |
Example Share Price at conversion |
$0.30 |
£0.20 |
Theoretical value of each security |
$0.30 |
£0.10 |
Exchange Rate (1 AUD = 0.66 GBP) |
|
|
CONVERTING SHARES TO CDIs
The holder must complete the Register Removal Form – UK to Aust.
The holder must complete, sign and submit the original Register Removal Form together with the Share Certificate to the UK share registry at the address below. Please note copies or electronic versions are not acceptable.
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
UNITED KINGDOM
Phone: +44 (0) 20 8639 3399
B. Uncertificated Holdings (shares held through CREST)
The shares must be withdrawn from CREST before the conversion can take place. The registered holder in whose name the shares are withdrawn must complete and sign the Register Removal Form – UK to Aust.
The registered holder will then submit the Original Register Removal Form to Capita Registrars at the address above. Please note copies or electronic versions are not acceptable.
CONVERTING CDIs TO SHARES
SUMMARY OF RIGHTS OF CDI HOLDERS
The ASX Settlement Rules contain provisions to ensure that the holders of CDIs have all of the direct economic benefits of holding Shares. Further details regarding the rights of CDI holders are set out below.
Voting
Notice of general meetings will be sent to CDN, as the legal holder of the Shares represented by the CDIs. In addition, the ASX Settlement Rules require the Beacon Hill to send notices of general meeting to each holder of CDIs at the address recorded on the CDI Register. This notice must include a form to allow the CDI holders to direct CDN to cast votes according to the wishes of the CDI holder on whose behalf if holds Shares. The Company is obliged to collect and process these directions and CDN is required to vote in accordance with the instructions it receives from CDI holders.
If a CDI holder wishes to attend a general meeting and vote in person, they should contact their broker to arrange for their appointment as CDN’s proxy, which will allow them to attend, speak and vote at the meeting in respect of the Shares held by CDN on their behalf.
Dividends & Other Entitlements
Beacon Hill will treat holders of CDIs in respect of dividends and other entitlements as if they were holders of the underlying Shares, similar to how it treats any other unregistered holder of Shares.
In the event Beacon Hill declares a dividend, it will pay the dividend declared to CDN, as the registered holder of the Shares, and CDN is obliged under the ASX Settlement Rules to pass such dividend onto the relevant CDI holder.
Fees
Fees may be charged by the Share Registry / Stockbrokers / Nominees and you should check prior to any conversion.