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 January 2024.

What do I need to do and by when?

The fully paid ordinary shares of NGI (NGI’s Financial Products), which are trading under ASX code NGI, are not permitted to be acquired at any time by, or for the account of or benefit of, any U.S. Person who is not a Qualified Purchaser (Excluded U.S. Investor) (annexed to this Notice is an excerpt of the definition of Qualified Purchaser, “U.S. Person”, “U.S. Securities Act”, "U.S. Investment Company Act" and “United States”. Any Excluded U.S. Investor will not be entitled to acquire any of NGI’s Financial Products.

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

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

The following conditions apply to NGI’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 NGI 's Financial Products.

NGI, 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.

NGI’s Financial Products are available for trading on the ASX market by U.S. Persons who are Qualified Purchasers in reliance on the exception from the definition of the term "investment company" provided by section 3(c)(7) of the U.S. Investment Company Act. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to NGI’s Financial Products.

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

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire and hold any of NGI’s Financial Products.

Participants should liaise with clients intending to purchase or hold NGI’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 any of NGI’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

NGI’s Financial Products cannot be acquired 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 NGI as set out under the ASX Settlement Operating Rules.

Divestment Periods and Procedure

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

Definitions of “Excluded U.S. Investor", “Qualified Purchaser”, “U.S. Person”, “U.S. Securities Act”, “U.S. Investment Company Act”  and “United States”

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

A “Qualified Purchaser” (or “QP”) is a person who is a "qualified purchaser" (as defined in Section 2(a)(51) of the US Investment Company Act.

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

• 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.

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;

• ny 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.

"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, 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

Darren Tay, Equity Operations

Contact information

Darren Tay
1800 814 051
chesshelp@asx.com.au

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