The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective 03 August 2021.

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise “Entitlements” (as that term is defined in the Retail Offer Booklet to be made available to “Eligible Retail Shareholders” (as defined in the attachment to this Notice) on Friday, 06 August 2021), which are scheduled to commence trading under ASX code PBHR on a deferred settlement basis on Tuesday, 03 August 2021 ("PBH Financial Products”).Eligible Persons that purchase PBH Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by contacting the PointsBet Offer Information Line on 1300 145 830 (from within Australia); or  +61 3 9415 4837 (from outside Australia), between 8:30am to 5:00pm, Monday to Friday (Melbourne time). The PointsBet Offer Information Line will open on Friday, 06 August 2021. 

PBH 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.

PBH Financial Products will trade generally on ASX. However, if PBH 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 those PBH Financial Products to subscribe for New Shares. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any PBH Financial Products.

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

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

The following conditions apply to PBH Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded Investor” 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 Excluded Investor, as that term is defined, may exercise any right to subscribe for New Shares for any PBH Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade PBH Financial Products.

PBH, as Issuer of the PBH 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.

PBH’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 of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to PBH 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 PBH Financial Products they purchase or hold.

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

Participants should liaise with clients intending to purchase or hold PBH 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 PBH 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.

PBH 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 PointsBet as set out under the ASX Settlement Operating Rules. Please refer to the attachment for more information and definitions.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

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

Attachment - Definitions of “Eligible Person”, “Eligible Retail Shareholder”, "Excluded Investor" and "Excluded U.S. Investor"

An "Eligible New Investor" means any person who, as determined by PBH 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 National Instrument 45-106 – Prospectus and Registration Exemption, or section 73.3 of the Securities Act (Ontario) 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;

•                     France,  or Ireland (or is acquiring the Entitlements or New Shares for any person who is in France or Ireland), where each relevant person is a "qualified investor" (as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union);

•                     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;

•                     Norway (or is acquiring the Entitlements or New Shares for any person who is in Norway), where each relevant person is a "qualified investor" as defined in Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of 29 June 2007 no. 75 Section 7-1;

•                     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 an "accredited investor" (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;

•                     Switzerland (or is acquiring the Entitlements or New Shares for any person who is in Switzerland), where each relevant person is a professional client in the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or such relevant person has validly elected to be treated as a professional client pursuant to article 5(2) of the FinSA;

•                     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 Abu Dhabi Global Market and 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 Article 2(e) of the UK Prospectus Regulation; 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 acting for the account or benefit of a person in the United States (to the extent such person will be holding Entitlements or New Shares for the account or benefit of a person in the United States).

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

•                     is a registered holder of a Share as at the Record Date (being 7.00pm (AEDT) on Wednesday, 04 August 2021);

•                     as at the Record Date, has a registered address on the PBH share register in Australia or New Zealand, or is a shareholder that PBH has otherwise determined is eligible to participate;

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

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

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

Notwithstanding the foregoing, and in agreement with the underwriter, PBH may determine that a person is an Eligible Retail Shareholder if PBH is satisfied that the person is a shareholder eligible under all applicable laws to receive an offer under the Offer.

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

An “Excluded U.S. Investor” means any person who, as determined by PBH in its absolute discretion, is in the United States or is acting for the account or benefit of a person in the United States.

"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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