Notice

PINCHme.com Inc. ("PINCHme" or "PIN") - ASX Settlement Operating Rule 5.18.2 inclusion of CHESS Depositary Interests of PINCHme.com Inc. as "FOR" Financial Products

What's this about:
  • ASX Market
  • Clearing
  • Settlement
  • Operations
  • Market Data
  • Compliance
  • Risk
Notice reference number: 1207.18.10
Date published: 23/10/18
Effective as of: 24/10/18
Last updated: 23/10/18

This Notice contains important information about the eligibility to participate in the PINCHme Initial Public Offer ("Offer") of new PINCHme CDIs 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 24 October 2018.

Issuer

Financial Product

ASX Code

PINCHme.com Inc.

CHESS Depositary Interests 355:1 - Excluded U.S. Person Prohibited

 PIN

 

What do I need to do and by when?

The CHESS Depositary Interests issued by PINCHme.com Inc, which are scheduled to commence trading under ASX code PIN on 24 October 2018 (PINCHme’s Financial Products), are not permitted to be acquired at any time by, or for the account of benefit of, any U.S. Person (annexed to this Notice is an excerpt of the definition of U.S. Person). Any U.S. Person will not be entitled to acquire, hold or trade any of PINCHme’s Financial Products during the applicable distribution compliance period except:

(a)              in accordance with the provisions of Regulation S outside the USA in an offshore transaction in compliance with Rule 903 or 904 under the U.S. Securities Act 1993;

(b)             pursuant to an effective registration statement under the U.S. Securities Act; or

(c)             pursuant to an available exemption from the registration requirements to the U.S. Securities Act,

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

In order to ensure that foreign ownership restrictions can be monitored and that U.S. Persons do not acquire, hold or trade PINCHme’s Financial Products and U.S. Persons do not exercise any right to subscribe for PINCHme’s Financial Products, ASX Settlement has agreed:

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

The following conditions apply to PINCHme’s Financial Products:

Foreign Person

A “Foreign Person” is a “U.S. Person” 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 U.S. Person, as that term is defined, may exercise any right to subscribe for any PINCHme’s Financial Products they purchase or hold, or may acquire, hold or trade PINCHme’s Financial Products, other than pursuant to any available exemption from the registration requirements of the US Securities Act and in accordance with all applicable US state securities laws.

PINCHme, 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.

PINCHme’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, and 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 PINCHme Financial Products under the ASX Settlement Operating Rules. The status of FOR Financial Products under the ASX Operating Rules will be applied to PINCHme’s Financial Products.

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

Where a holder is currently designated as "F" or "M", and is a U.S. Person, that person cannot acquire, hold or trade any of PINCHme's Financial Products

Participants should liaise with clients intending to purchase or hold PINCHme’s Financial Products and make all necessary enquiries to ensure that those clients who are U.S. Persons are made aware that they cannot acquire, hold or trade any of PINCHme's Financial Products (other than pursuant to any available exemption from the registration requirements of the U.S. Securities Act and in accordance with all applicable U.S. state securities laws). 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.

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

Need more information?

Issued by

Sherly Tatang, Officer, Post Trade Operations

Contact information

Sherly Tatang
1800 623 571
cad@asx.com.au

Attachment - Definition of “U.S. Person”

 

A “U.S. Person” has the meaning given as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended.

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:

o    organized or incorporated under the laws of any foreign jurisdiction; and

o    formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) 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:

o    – 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

o    – 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:

o    the agency or branch operates for valid business reasons; and

o    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.

United States” means the United States of America, its territories and possessions, any State of the United States and the district of Columbia.