This Notice contains important information that should be read carefully by Participants and deals expressly with the Financial Products of Omni Bridgeway and restrictions attaching to OBL’ 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 December 2020. –

What do I need to do and by when?

From 23 December 2020, the Fully Paid Ordinary Shares of OBL (OBL’s Financial Products), which are trading under ASX code OBL, are not permitted to be acquired at any time by, or for the account of or benefit of, any Excluded U.S. Person (annexed to this Notice  is the definition of an Excluded U.S. Person).

In order to ensure that foreign ownership restrictions can be monitored and that OBL’s Financial Products are not acquired by, or for the account of, or benefit of any Excluded U.S. Person, ASX Settlement has agreed:

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

The following conditions apply to OBL’s Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded U.S. Person” as that term is defined in Schedule 1 to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded U.S. Person, as that term is defined, may acquire OBL's Financial Products.

OBL, 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.

OBL’s Financial Products are traded on the ASX market and available for trading by U.S. Persons in accordance with the terms of OBL’s constitution.

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

Where the holder is currently designated as "F", and wishes to hold OBL’s Financial Products, but is not an Excluded U.S. Person, a new holder record should be established for that holder designated as "D" for the purposes of holding OBL’s Financial Products.

From 23 December 2020, where a holder is currently designated as "F" or "M", and is an Excluded U.S. Person, that person cannot acquire or hold any Financial Products of OBL.

Where a holder holds Financial Products of OBL immediately prior to [23 December 2020] and is currently designated as "F" or "M", and is an Excluded U.S. Person, the existing holding is not impacted but from 23 December 2020 that person cannot acquire Financial Products of OBL.

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

Foreign and Mixed Holdings

OBL’s Financial Products cannot be acquired by an Excluded U.S. Person in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by Omni Bridgeway as set out under the ASX Settlement Operating Rules.

Divestment Periods and Procedure

From 23 December 2020, if the Foreign Ownership Percentage Level is breached, that is, if any Excluded U.S. Person designated as “F” or “M” becomes registered as holding OBL’s Financial Products, OBL reserves the right, to the maximum extent permitted by law, to take divestment or forfeiture action in respect of those Financial Products.

Any queries in respect of this information should be directed to Omni Bridgeway on 02 8223 3567.

Schedule 1 - Definitions of "Excluded U.S. Person", “Qualified Purchaser”, “Knowledgeable Employee”, “U.S. Person”, “U.S. Securities Act” and “United States”

An “Excluded U.S. Person” means a holder of OBL's Financial Products (or a person who seeks to be entered on the register as a holder of OBL's Financial Products) who OBL has determined is a U.S. Person that is not a Qualified Purchaser or Knowledgeable Employee or holds or will hold OBL’s Financial Products for the account or benefit of any U.S. Person who is not a Qualified Purchaser or Knowledgeable Employee.

A “Qualified Purchaser” has the meaning given in section 2(a)(51) of the US Investment Company Act of 1940, as amended , and related rules and regulations of the U.S. Securities and Exchange Commission.

A “Knowledgeable Employee” has the meaning given in Rule 3c-5 of the US Investment Company Act of 1940, as amended.

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:

o   organised 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 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:

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.

“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.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

Eldon Hernando
1800 814 051
chesshelp@asx.com.au

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