Share Registry and Depositary Interests

Share Registry and Depositary Interests

Depositary Interest FAQs
What is a Depositary Interest?

To facilitate trading of ThinkSmart’s ordinary shares on AIM, ThinkSmart has established a Depositary Interest (DIs) facility under which it has appointed Computershare Investor Services Plc as the depositary.

Securities of Australian issuers such as ThinkSmart cannot be directly registered, transferred or settled through CREST (which is the electronic settlement system in the UK). The DI facility overcomes this by creating entitlements to ThinkSmart’s ordinary shares (the DIs), which are deemed to be UK securities and therefore admissible to CREST. The underlying shares are listed and traded on AIM, while the DIs are transferred in CREST to settle those trades.

If you choose to move your securities to the UK to trade and become the holder of DIs, your ordinary shares are no longer held in your name on ThinkSmart’s Australian share register. Instead they are held by an Australian custodian, Computershare Investor Services Pty Limited. As a DI holder, you become the beneficial holder of those ThinkSmart ordinary Shares, with the DIs held on the Company’s UK DI Register on your behalf by your broker.

Trading Shares on AIM in the UK - engaging a broker

In order to trade ThinkSmart ordinary shares on AIM, shareholders will firstly need to convert their ThinkSmart ordinary shares to DIs.

If your current trading arrangements are not suitable, you must first engage a suitable Australian broker who has an agreement with a UK broker that is able to trade on AIM and can accept the DIs into the CREST system to hold or for settlement purposes. Alternatively you may wish to appoint a broker based in the UK. A list of UK brokers can be found via the London Stock Exchange website www.londonstockexchange.com

ThinkSmart has also appointed a retail broker called Beaufort Securities Limited for a period of three months to aid ThinkSmart shareholders whose existing broker is unable to trade on AIM (subject to usual client acceptance procedures). Please click here for further information.

Converting Shares to Depositary Interests

When ThinkSmart delisted from the ASX on 6 December 2016, all ThinkSmart shares were converted into certificated form after 13 December 2016. Share certificates and Depositary Interests Issuance (Australian Register to UK DI Register) forms were posted to shareholders’ registered address on 16 December 2016.

If you wish to convert your shares to DIs, you are required to submit your original share certificate and completed Depositary Interests Issuance (Australian Register to UK DI Register) form to Computershare’s Global Transactions team.

Your original share certificate and the completed and signed Depositary Interests Issuance (Australian Register to UK DI Register) form should be sent to:

Computershare Limited
Global Transactions Team
PO Box 103 Abbotsford
Victoria 3067 Australia

It is important that you complete the form in full and in particular the CREST participant details in full within the DI Issuance Instructions section. Your broker can assist you with providing this information.

If you have any questions about the Depositary Interest conversion process, please contact Computershare’s Global Transactions team on:

1300 850 505
+61 3 9415 4000 (outside Australia)
Email: [email protected]

What happens if I don't convert my Shares to Depositary Interests?

You will not be able to sell your ThinkSmart ordinary shares on the AIM segment of the London Stock Exchange. The only way you will be able to sell your ordinary shares, unless you convert them to DIs, will be if you individually arrange for someone to purchase them ’off-market’. If you choose to take no action your share certificate remains your proof of ownership.

I've submitted my paperwork, how do I know my Depositary Interests have been created?

It is expected that the conversion process of converting ThinkSmart ordinary shares into DIs, once a valid and complete instruction is provided, will take approximately 24 hours. After this time, ThinkSmart’s shareholders will be able to trade their ThinkSmart ordinary shares on AIM, subject to having a broker who can facilitate this trade. Your broker will provide you with confirmation that you are now the holder of an equivalent amount of DIs.

How Depositary Interest holders are kept informed as to what's happening with ThinkSmart

Computershare Investor Services Plc as the Depositary in the UK will rely on ThinkSmart to supply information to it relating to matters that have a bearing on the rights of DIs. These Company matters include cash distributions, corporation actions and company meetings. The Depositary is then responsible to make this information available to DI holders, being the broker who holds the DIs on your behalf in CREST.

You will need to discuss with your broker how they will in turn keep you updated. As part of its listing on the AIM segment of the London Stock Exchange and its obligations under the Corporations Act, ThinkSmart will publish all announcements and shareholder notices on its website. Monitoring this website will also keep you up to date with the Company’s developments.

How do I cancel my Depositary Interests and become a shareholder again on the Australian share register?

Contact your broker and they will initiate the process, by withdrawing your DIs from CREST and instructing Computershare’s Global Transaction team to issue the ordinary shares in your name on the Australian share register. Once your shares are issued on the Australian share register, you will be issued a share certificate as evidence of ownership. These ordinary shares will not be able to be traded on-market.

Share and Depositary Registrars - contact details

Australia
Computershare Investor Services Pty Limited GPO Box 2975 Melbourne
Victoria 3001 Australia
1300 850 505
+61 3 9415 4000 (outside of Australia)

UK
Computershare Investor Services Plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
United Kingdom
+44 (0)371 495 0105
+44 117 378 8361 (outside of the UK)