This Notice contains important information that should be read carefully by Participants and deals expressly with the Financial Products of CRN 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 a FOR Financial Product effective 23 October 2018.

What do I need to do and by when?

The CHESS Depositary Interests of CRN (CRN’s Financial Products) are not permitted to be acquired at any time by, or for the account or benefit of, any U.S. Person who is not a Qualified Institutional Buyer (Excluded U.S. Investor) (annexed to this Notice is an excerpt of the definition of U.S. Person, Qualified Institutional Buyer and Excluded U.S. Investor). Any Excluded U.S. Investor will not be entitled to acquire, hold or trade any of CRN's Financial Products during the applicable distribution compliance period except:

1. in accordance with the provisions of Regulation S under the U.S. Securities Act of 1933, as amended (U.S. Securities Act);

2. pursuant to Rule 144A under the U.S. Securities Act;

3. pursuant to an effective registration statement under the U.S. Securities Act; or

4. pursuant to any other available exemption from the registration requirements of the U.S. Securities Act,

and in each case in accordance with all applicable U.S. state securities laws.

In order to ensure that foreign ownership restrictions can be monitored and that Excluded U.S. Investors do not acquire, hold or trade CRN's Financial Products, ASX Settlement has agreed:

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

The following conditions apply to CRN's Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded U.S. 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 U.S. Investor, as that term is defined, may acquire, hold or trade CRN's Financial Products.

CRN, as Issuer of CRN's 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.

CRN’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 and pursuant to Rule 144A under the U.S. Securities Act. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to CRN’s Financial Products.

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

Participants should liaise with clients intending to purchase or hold CRN’s Financial Products and make all necessary enquiries to ensure that those clients are not Excluded U.S. Investors, and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any of CRN'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.

CRN'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 Coronado as set out under the ASX Settlement Operating Rules. See below attachment for more information.

Need more information?

Issued by

Chris Mitchell, Officer, Post Trade Operations

Contact information

Chris Mitchell
1800 623 571
cad@asx.com.au

Attachment - Definitions of “Eligible Person”, "Excluded Investor" and "Excluded U.S. Investor", “Qualified Institutional Buyer”, “U.S. Person”, “U.S. Securities Act” and “United States” 

An "Excluded Investor" means any person who, as determined by CRN at its absolute discretion, is not an Eligible Person, and for the avoidance of doubt includes an Excluded U.S. Investor. 

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

• Australia;

• New Zealand;

• Canada (British Columbia, Ontario or Quebec provinces) (or is acquiring the Entitlements or New Shares for any person who is in the provinces of British Columbia, Ontario or Quebec), where each relevant person is an “accredited investor” within the meaning of NI 45-106 – Prospectus and Registration Exemptions, of the Canadian Securities Administrators and, if relying on subsection (m) of the definition of that term, is not a person created or being used solely to acquire or hold securities as an accredited investor;

• China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) (or is acquiring the Entitlements or New Shares for any person who is in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan)), where each relevant person is a "qualified domestic institutional investor" as approved by the relevant PRC regulatory authorities to invest in overseas capital markets;

• Belgium, Denmark, Germany, Luxembourg or the Netherlands (or is acquiring the Entitlements or New Shares for any person who is in Denmark, Germany, Luxembourg or the Netherlands), where each relevant person is a "qualified investor" within the meaning of the Prospectus Directive (Directive 2003/71/EC) as amended and implemented in the applicable country;

• France (or is acquiring the Entitlements or New Shares for any person who is in France), where each relevant person is a "qualified investor" (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13, D.744-1, D.754-1 and D.764-1  of the French Monetary and Financial Code and any implementing regulation;

• Hong Kong (or is acquiring the Entitlements or New Shares 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;

• Ireland (or is acquiring the Entitlements or New Shares for any person who is in Ireland), where each relevant person is a "qualified investor" as defined in the Irish Prospectus (Directive 2003/71/EC) Regulations 2005, as amended;

• Italy (or is acquiring the Entitlements or New Shares for any person who is in Italy), where each relevant person is a "qualified investor" as defined in Article 100 of Decree No. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999, as amended;

• Japan (or is acquiring the Entitlements or New Shares for any person who is in Japan), where each relevant person: (a) is a Qualified Institutional Investor, as defined under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, "FIEL"); (b) acknowledges that no registration under the FIEL has been made with respect to the Entitlements or New Shares pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors as provided in Article 2, paragraph 3, item 2(a) of the FIEL; and (c) agrees that the Entitlements and New Shares may not be offered or sold in Japan except to Qualified Institutional Investors pursuant to a private placement in accordance with an exemption available under the FIEL;

• Korea (or is acquiring the Entitlements or New Shares for any person who is in Korea), where each relevant person is a "qualified professional investor" as defined in the Financial Investment Services and Capital Markets Act of Korea;

• Malaysia (or is acquiring the Entitlements or New Shares for any person who is in Malaysia), where each relevant person is a person prescribed under Part I of Schedule 6 of the Malaysian Capital Markets and Services Act;

• Norway (or is acquiring the Entitlements or New Shares for any person who is in Norway), where each relevant person is a "professional client" as defined in Norwegian Securities Regulation of 29 June 2007 no. 876;

• Singapore (or is acquiring the Entitlements or New Shares for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or a "relevant person" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")); (ii) will acquire the Entitlements or New Shares in accordance with applicable provisions of the SFA; and (iii) acknowledges that the offer of the Entitlements and New Shares is subject to the restrictions (including selling restrictions) set out in the SFA;

• Sweden (or is acquiring the Entitlements or New Shares for any person who is in Sweden), where each relevant person is a "qualified investor" (as defined in Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument));

• Switzerland (or is acquiring the Entitlements or New Shares for any person who is in Switzerland), where each relevant person is: (i) an institutional investor subject to Swiss or foreign prudential supervision such as a bank, securities dealer, insurance institution or fund management company; or (ii) an institutional investor with professional treasury operations;

• the United Arab Emirates (excluding the Dubai International Financial Centre) (or is acquiring the Entitlements or New Shares for any person who is in the United Arab Emirates (excluding the Dubai International Financial Centre)), where each relevant person acknowledges that any communications received in relation to the Offer occurred from outside the United Arab Emirates; or

• the United Kingdom (or is acquiring the Entitlements or New Shares for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended, 

provided that in each case, such person is not in the United States and is not, nor is it acting for the account or benefit of, a U.S. person Person in the United States (to the extent such person will be holding Entitlements or New Shares for the account or benefit of a U.S. person Personin the United States) unless such U.S. Person is a Qualified Institutional Buyer. 

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

• is an Eligible Retail Shareholder; or

• is an Eligible New Investor. 

An "Eligible Retail Shareholder" is a person who, as determined by CRN at its absolute discretion:

• is a registered holder of a Share as at the Record Date (being 7.00pm (Sydney time) on Monday, 19 October 2015);

• has a registered address on the CRN share register in Australia or New Zealand;

• is not in the United States and is not, and is not acting for the account or benefit of, a U.S. person Person in the United States (to the extent such person holds Shares for the account or benefit of a person in the United States or a U.S. Person);

• was not invited to participate (other than as nominee, in respect of other underlying holdings) under the institutional component of the Offer, and was not treated as an ineligible institutional shareholder under the institutional component of the Offer; and

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

An “Excluded U.S. Investor” means a holder of CRN's Financial Products (or a person who seeks to be entered on the register as a holder of CRN's Financial Products) who is a U.S. Person that is not a Qualified Institutional Buyer or holds or will hold CDIs of CRN’s Financial Products for the account or benefit of any U.S. Person who is not a Qualified Institutional Buyer. in the United States or who is acting for the account or benefit of a person in the United States. 

A “Qualified Institutional Buyer” has the meaning given in Rule 144A under the U.S. Securities Act.

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: 

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

  • 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: 

  • 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 

  • 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: 

  • The agency or branch operates for valid business reasons; and 

  • 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. 

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