Trying TO FIND MY SHARES,
LATEST FROM CBR INVESTER CENTRE.
FAQS ABOUT THE DEPOSITORY TRUST COMPANY (DTC) ELECTION PROCESSLast updated 26 October 2023
DTC (The Depository Trust Company) Elections
Carbon Revolution has received numerous queries in relation to the “DTC Election” process.
This process relates to how you will hold your MergeCo (Carbon Revolution plc) Shares, which determines whether or not you will be able to immediately and efficiently trade them on Nasdaq.
The DTC Election process allows you to nominate a DTC Participant (a broker or financial institution which can facilitate trading in US listed securities, including MergeCo Shares) to hold your MergeCo Shares for you on your behalf.
Most Australian brokers with an international share trading capability (and, for CBR shareholders located in other countries, local brokers) will have a relationship with a DTC Participant (see FAQ’s below).
You will only be able to settle trades in respect of your MergeCo Shares on Nasdaq if you hold them through a DTC Participant.
The DTC Election process is summarised below and it was referred to in the Scheme Booklet and Second Supplementary Scheme Booklet (see https://www.carbonrev.com/investor-centre).
The capitalised terms used within this reference guide are defined in the Scheme Booklet. Shareholders should read the Scheme Booklet in full in relation to the implications of making a DTC Election or not making a DTC Election.
Shareholders were previously given an opportunity to make a DTC Election prior to the initial deadline of 5pm on 16 October 2023 (Initial Deadline).
If you made a valid DTC Election by the Initial Deadline
If you made a valid DTC Election by the Initial Deadline, you must now instruct your nominated DTC Participant to input a Deposit or Withdrawal at Custodian instruction (“DWAC”) by 3 November 2023.
You will not be able to trade your MergeCo Shares on Nasdaq on or shortly after Implementation (30 October 2023) if your DTC Participant does not issue the necessary DWAC instruction on your behalf by 3 November 2023.
If you do not instruct your DTC Participant to submit a valid DWAC instruction, or if your DTC Participant does not take action, by 3 November 2023, your MergeCo Shares will be held on your behalf by the Exchange Agent (this is discussed further below) and you will receive further communication, by post, on the different actions to be taken, which will delay your ability to trade and transact on your MergeCo Shares.
When you request the DWAC instruction from your DTC Participant, you must instruct your DTC Participant to input the DWAC against the MergeCo CUSIP (G1893D102) in DTC.
It is also vital that you instruct your DTC Participant to initiate a DWAC instruction for the precise number of MergeCo Shares that you will receive under the Scheme (this is discussed further below).
If you do not specify the correct number of MergeCo Shares, do not apply the correct CUSIP or the DWAC is submitted or contains a settlement date that is after 3 November 2023, your DWAC instruction will be rejected and you will not be able to immediately access and trade your MergeCo Shares. This process is described further below.
You will also need to provide your DTC Participant with your SRN or HIN.
Your DTC Participant may charge you a fee for this service, which you should familiarise yourself with.
If you did not make a valid DTC Election by the Initial Deadline
If you did not make a valid DTC Election by the Initial Deadline, you will shortly receive a “Letter of Transmittal” from MergeCo’s new Registry (known in the US as a “Transfer Agent”), Computershare.
The Letter of Transmittal will give you a further option to elect to hold your MergeCo Shares through a DTC Participant or, if you prefer, to hold your MergeCo Shares directly to MergeCo’s register in registered form (the disadvantages of holding your MergeCo Shares on MergeCo’s register in registered form are discussed below).
The Letter of Transmittal will specify your Account Code (11 digits) and a Control Code (9 digits).If you elect to hold your MergeCo Shares to MergeCo’s register, you will not be able to immediately place and settle trades in respect of those MergeCo Shares until you have transferred them to a DTC Participant. Please note, in this scenario, a future transfer to a DTC Participant will require you to complete a physical stock transfer form (complete with a medallion signature guarantee) and the payment of any required Irish stamp duty tax. Once you have delivered these to the Transfer Agent, your nominated DTC Participant can then submit the required DWAC instruction.
Before 30 April 2024, you may submit your election by following the instructions in the Letter of Transmittal. This will involve either returning the completed form or logging on to the dedicated online platform specified in the letter, which will go live on or shortly after 30 October 2023.
IF YOU DID NOT MAKE A VALID DTC ELECTION BY THE INITIAL DEADLINE, THERE IS A FURTHER PERIOD OF 6 MONTHS (OR LONGER, IF EXTENDED BY THE COMPANY) WHERE YOU MAY IDENTIFY A DTC PARTICIPANT TO TRANSFER YOUR MERGECO SHARES TO SO THAT YOU CAN EFFICIENTLY TRADE AND TRANSACT YOUR MERGECO SHARES ON NASDAQ.
Key dates / options for shareholders
A. 6 month period from 30 October 2023 to 30 April 2024 (or such longer period if extended by MergeCo)
• If you did not make a valid DTC Election by the Initial Deadline, your MergeCo Shares will be held in an account called an “Exchange Agent Account” until 30 April 2024 (MergeCo may in its discretion extend this deadline). The Scheme Booklet discusses benefits to you of holding your MergeCo Shares in this account, including that it may make it easier for you to subsequently transfer your MergeCo Shares to a DTC Participant.
• You will be able to elect to transfer your MergeCo Shares from the Exchange Agent Account to a DTC Participant by completing the “Letter of Transmittal” from Computershare (either online or via a paper form) in accordance with the instructions in the letter. Amongst other steps, if you do not already have an account with a DTC Participant, you will need to first establish one before you can complete the Letter of Transmittal and make a valid DTC Election.
B. After 30 April 2024
• MergeCo may close the Exchange Agent Account on or around 30 April 2024.
• If you still hold MergeCo Shares in the Exchange Agent Account when it is closed, your MergeCo Shares will be held directly by you on MergeCo’s register.
• You will not be able to immediately trade your MergeCo Shares on Nasdaq if they are held directly on the MergeCo’s register, for as long as they remain on that register.
• If you would like to trade your MergeCo Shares on Nasdaq, you will have to transfer them from the register to a DTC Participant. This may incur further costs and stamp duty and you may need to complete complex administrative steps that you would not otherwise incur or need to complete if you make a valid DTC Election while your MergeCo Shares are in the Exchange Agent Account.
DTC election process
If you would like to make a DTC Election, you will need to:
• Conduct your own enquiries to identify a suitable DTC Participant. If you have a broker or use a trading platform, please inquire with your broker or the institution which runs the trading platform whether it is a DTC Participant or affiliated with one, and obtain the DTC Participant name, account number and contact information. You will need this information to complete the DTC Election form.
• If your MergeCo Shares are held on the issuer sponsored sub-register, you will need to transfer your holding to a broker account (which is both a CHESS participant and a DTC Participant or affiliated with one) to enable you to complete and submit the DTC Election form.
• Establish an account with the DTC Participant, if you do not already have one.
• When you receive the Letter of Transmittal from Computershare, make the relevant DTC Election by completing and returning the paper form, or by logging on to the dedicated online platform referred to in that letter, in accordance with the instructions in the letter.
As discussed above, if you have not transferred your MergeCo Shares to a DTC Participant before 30 April 2024, your MergeCo Shares will be transferred to MergeCo’s register.
You will not be able to immediately trade your MergeCo Shares on Nasdaq if they are held on MergeCo’s register.
If you wait until your MergeCo Shares have been transferred to the MergeCo register before you elect to transfer them to a DTC Participant, you may incur further costs and stamp duty and need to complete complex administrative steps to transfer them from the register to a DTC Participant.
FAQs
What happens if I have not completed my DTC Election?
As noted above, if you did not make a valid DTC Election by the Initial Deadline, your MergeCo Shares will be transferred to MergeCo’s “Exchange Agent Account”, where they will be held until 30 April 2024 (MergeCo may decide to extend that date).If your MergeCo Shares have been transferred into the Exchange Agent Account, you can elect to transfer them from this account to a DTC Participant by completing and returning the “Letter of Transmittal” from Computershare, or by logging on to the dedicated online platform referred to in that letter, in accordance with the instructions in the letter.
You will not be able to immediately trade your MergeCo Shares on Nasdaq until you have transferred them to a DTC Participant, for which a valid DWAC instruction is required to be submitted by your DTC Participant.
As noted above, if your MergeCo Shares are still in the Exchange Agent Account on 30 April 2024, unless MergeCo extends that deadline, your MergeCo Shares will be transferred to you on MergeCo’s register. You will not be able to immediately trade your MergeCo Shares that are on MergeCo’s register on Nasdaq until you have arranged the transfer of your MergeCo Shares to a DTC Participant.
If you wait until your MergeCo Shares have been transferred to the MergeCo register before you elect to transfer them to a DTC Participant, you may incur further costs and stamp duty and need to complete complex administrative steps.
How do I find out if my trading / broking institution is a DTC participant (or has a relationship with one)?
Contact your trading/broking institution and/or check their website and whether you can open an international trading account which allows you to hold and trade shares in US listed stocks, including MergeCo (once listed on Nasdaq), and if so, obtain the DTC Participant name, account number and contact details to enable you to complete the DTC Election form. Please note that fees may be charged.
Are there any institutions which cannot provide a DTC participant number for MergeCo?
Most brokers with an international share trading capability should have a DTC participant number. For shareholders who use a broking trading platform, we are aware that Commsec cannot provide a DTC participant number, nor can Macquarie. If this information changes, we will update it.
My broking account / trading account does not support the DTC process. What should I do?
If you wish to make a DTC Election to be able to trade your MergeCo Shares on Nasdaq, you will need to open an international trading account with a broker or institution which can provide a DTC participant number.
Whilst we are not endorsing or recommending the services of any particular broker or financial institution, we understand that trading platforms who may provide a DTC participant number and related services include Westpac, Nabtrade and Interactive Brokers.
Contacts the Westpac Global Markets team (James or Alex) P: 1300 757 319 E: [email protected]
Contact Nabtrade at [email protected]I have been asked to provide the CUSIP. What is this?
A CUSIP is the unique security identifier assigned to every US listed security. “CUSIP” stands for Committee on Uniform Securities Identification Procedures. A CUSIP number identifies certain financial instruments, including stocks of all registered U.S. companies. Carbon Revolution plc’s CUSIP is G1893D102.
This CUSIP will not be valid until Implementation of the Transaction on 30 October 2023.What is “DWAC” and how do I issue a DWAC instruction?
DWAC stands for “Deposit/Withdrawal At Custodian”.The DWAC function can only be issued/submitted by a DTC participant and allows certain brokers and custodial banks (those financial institutions that are a DTC Participants) to request the electronic movement of a specified number of MergeCo Shares to or from the MergeCo Registry, essentially being able to move securities of their client into (or out of) their DTC Participant account.
As noted above, if you made a valid DTC Election by the Initial Deadline, you must now instruct your nominated DTC Participant to submit a DWAC instruction by 3 November 2023 if you want to trade your MergeCo Shares efficiently on Nasdaq on or shortly after 30 October 2023.
You will need to provide your SRN or HIN to your DTC Participant.
It is vital that you instruct your DTC Participant to initiate a DWAC instruction for the precise number of MergeCo Shares that you will receive under the Scheme (this is explained further below). If you do not specify the correct number of MergeCo Shares, your DWAC instruction will be rejected and you will not be able to trade your MergeCo Shares.
You will need to ensure your DTC Participant inputs a valid DWAC instruction on your behalf by 3 November 2023 against the MergeCo CUSIP (G1893D102) in DTC.
If you do not do this, you will not receive your MergeCo Shares into your nominated DTC Participant account.
Your DTC Participant may charge you a fee for this service, which you should familiarise yourself with.
How do I calculate the precise number of MergeCo Shares which I will receive under the Scheme for my DWAC instruction?
As noted above, if your DTC Participant does not specify the precise number of MergeCo Shares that you are to receive in your DWAC instruction, does not apply the correct CUSIP or the DWAC is submitted or contains a settlement date that is after 3 November 2023, your DWAC instruction will be rejected.
You will need to calculate the number of MergeCo Shares that you will receive by multiplying the number of Carbon Revolution Shares that you held at the Scheme Record Date (in the shareholding for which you submitted a DTC Election), multiplied by the Merger Ratio, which is 0.00643121435972925. Please use the full set of decimals and round down to the closest share.
For example, if you held 10,000 Carbon Revolution Shares on the Scheme Record Date, the number of MergeCo Shares that you will receive under the Scheme and which you will need to specify in your DWAC instruction is 64.
Where can I find my Account Code and Control Code?
Your Account Code (an 11 digit number) and a Control Code (a 9 digit number) will be specified in your Letter of Transmittal from Computershare. If you receive an Exchange Notification email, that communication will also specify these details.For further information on how MergeCo Shares may be held on and following Implementation, please refer to section 7.12 of the Scheme Booklet.
We encourage shareholders to contact us at [email protected] to provide feedback on their experience so we can add further information on this page to assist other shareholders.
The above does not constitute legal, financial or tax advice. Readers should obtain their own legal, financial and tax advice.
