This Notice contains important information that should be read carefully by Participants and deals expressly with the Financial Products of AXP 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 Wednesday, 8 June 2016.

On 8 June 2016, AXP 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, and in accordance with the procedures established pursuant to the provisions of the no-action letter dated 7 January 2000 given to ASX by the staff of the United States Securities and Exchange Commission ("SEC") in respect of offerings on the ASX market. That relief was given subject to compliance with certain procedures described in the no-action letter. These procedures include application of the status of FOR Financial Products to AXP CDIs under the ASX Settlement Operating Rules. 

In order to ensure that foreign ownership restrictions can be monitored and that US Persons do not acquire or hold AXP’s CDIs, ASX Settlement has agreed:

1. to classify AXP’s CDIs as FOR Financial Products under the ASX Settlement Operating Rules and to include AXP’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 AXP’s CDIs. 

The following conditions apply to AXP CDIs as FOR Financial Products:

Foreign Person

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 AXP CDIs. 

AXP, 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 AXP 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 AXP CDIs. 

Where a holder is currently designated as "F" or "M", and is a U.S. Person, that person cannot acquire AXP CDIs. 

Participants should liaise with clients intending to hold AXP’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 AXP 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 

AXP'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 AXP as set out under the ASX Settlement Operating Rules.  Click here for more information and definitions 

Need more information?

Issued by

Pranit Rai, Manager, Post Trade Operations

Contact information

Eldon Hernando
+61 (02)  9227 0838
 cad@asx.com.au

Disclaimer