This Notice contains important information about the eligibility to participate in the JB Hi-Fi Pro rata Accelerated Renounceable Entitlement Offer ("Offer") of new JB Hi-Fi ordinary 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 Monday, 19 September 2016.

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Bulletin) are entitled to exercise Retail Entitlements (as that terms is defined in the Retail Offer Booklet to be dispatched to Eligible Persons on Wednesday, 21 September 2016), which are scheduled to commence trading under ASX code JBHR on a deferred settlement basis on Monday, 19 September 2016 ("JBH’s Financial Products”). Eligible Persons that purchase JBH’s Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from www.investorcentre.com/appendixe or by calling the JB Hi-Fi Offer Information Line on 1300 302 471 (within Australia) and +61 3 9415 4136 (outside Australia) from 8:30am to 5:30pm (Australian Eastern Standard Time), Monday to Friday. 

JBH 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.

JBH’s Financial Products will trade generally on ASX; however, if JBH’s 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 their right to subscribe for fully paid ordinary shares in JBH (“Shares”) to be issued in the capital of JBH under the Offer (“New Shares”). Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Bulletin, will not be entitled to acquire, hold or trade any of JBH's Financial Products.

JBH'S Financial Products which are not or are not able to be exercised will be sold through a retail shortfall bookbuild and any proceeds in excess of the offer price of $26.20 (Retail Premium) (being the price at which Retail Entitlements are sold under the retail shortfall bookbuild (net of any applicable withholding taxes)) will be remitted proportionally to holders of those JBH's Financial Products at the close of the Offer. The Retail Premium, if any, are expected to be paid on or about 13 October 2016.

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

(a)       to classify JBH’s Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include JBH’s 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 Operation Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to JBH’s Financial Products.

The following conditions apply to JBH's Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Bulletin.

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 JBH's Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade JBH's Financial Products.

JBH, 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.

JBH’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 US Securities Act of 1933 as amended. The status of FOR Financial Products under the ASX Operating Rules will be applied to JBH’s 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 of JBH's Financial Products they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold JBH's 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 JBH's 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 of JBH's Financial Products.

Participants should liaise with clients intending to purchase or hold JBH’s 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 of JBH's 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.

JBH's 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 JB Hi-Fi as set out under the ASX Settlement Operating Rules. Click here for more information and definitions.

Need more information?

Issued by

Eldon Hernando, Senior Officer, Post Trade Operations

Contact information

Eldon Hernando
1800 623 571
cad@asx.com.au

Disclaimer