This Notice contains important information that should be read carefully by Participants and deals expressly with the Financial Products of OSP and restrictions attaching to its Financial Products.
The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as an FOR Financial Product effective Friday, 5 August 2016.
Osprey Medical Inc
CHESS Depository Interests
On 4 August 2016, OSP announced that it has received commitments from sophisticated and professional investors to subscribe for CDIs. The CDIs are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the US Securities Act of 1933, as amended. The status of FOR Financial Products to OSP CDIs under the ASX Settlement Operating Rules will be applied to OSP’s Financial Products.
In order to ensure that foreign ownership restrictions can be monitored and that US Persons do not acquire or hold OSP’s CDIs, ASX Settlement has agreed:
1. to classify OSP’s CDIs as FOR Financial Products under the ASX Settlement Operating Rules and to include OSP’s CDIs in Schedule 1 of the ASX Settlement Operating Rules Procedures; and
2. to implement certain additional procedures as contemplated in Guidance Note 7 of the ASX Listing Rules (US Entities – Regulation S Offerings on ASX) in relation to OSP’s CDIs.
The following conditions apply to OSP CDIs as FOR Financial Products:
A “Foreign Person” is a “U.S. Person” 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 U.S. Person, as that term is defined, may purchase OSP CDIs.
OSP, as Issuer of the 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.
Where the holder is currently designated as "F", and wishes to hold OSP CDIs, but is not a U.S. Person, a new holder record should be established for that holder designated as "D" for the purposes of holding OSP CDIs.
Where a holder is currently designated as "F" or "M", and is a U.S. Person, that person cannot acquire OSP CDIs.
Participants should liaise with clients intending to hold OSP’s Financial Products and make all necessary enquiries to ensure that those clients are not U.S. Persons, and that those clients that are U.S. Persons are made aware that they cannot acquire OSP CDIs. 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.
Foreign and Mixed Holdings
OSP's Financial Products cannot be acquired or held by a U.S. Person in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by OSP as set out under the ASX Settlement Operating Rules.
Eldon Hernando, Senior Officer, Post Trade Operations