DTC (THE DEPOSITORY TRUST COMPANY) ELECTIONS FAQ UPDATED 3th DECEMBER 2024
As previously notified to shareholders, when Carbon Revolution completed its merger with Twin Ridge Capital Acquisition Corp in November 2023, all shares in Carbon Revolution that were held on ASX were cancelled and shareholders were issued shares in the Nasdaq-listed Carbon Revolution Public Limited Company (“CREV”).
If you are a CREV shareholder, you will not be able to trade (sell) your CREV shares on Nasdaq until you have first completed a process called a “DTC Election”, which transfers your CREV shares to a broker or financial institution which is a “DTC participant”. Once appointed, your DTC participant will hold your shares for you on your behalf. This will allow you to trade them on Nasdaq.
CREV shareholders who have not yet made a valid DTC Election in relation to their CREV shares should read the below information.
Prior to the merger, all shareholders who held Carbon Revolution shares on ASX received information in relation to the DTC Election process in shareholder communications including the Scheme Booklet in relation to the merger.
Carbon Revolution elected to pay Computershare to maintain an “Exchange Agent Facility” to keep the DTC Election process open to CREV shareholders after the merger and Nasdaq listing.
Following the CREV listing on Nasdaq on 3 November 2023, shareholders who had not completed a valid DTC Election were sent communications by Computershare (either via email or the post depending on the nominated preferred method of communication, in November 2023 and May 2024) in relation to the process, with instructions about how to complete this process.
The Exchange Agent Facility has been extended for a further 3 month period to 5 February 2025.
The DTC Election process will need to be completed before 5 February 2025. If this process is not completed before then and the deadline is not extended again, your CREV Shares will automatically be transferred to CREV’s register. If this happens, for as long as your CREV shares remain on the register, you will not be able to trade (sell) them on Nasdaq (you must first transfer them to a DTC participant to be able to trade (sell) them, which will be a more complicated and costly process after the Exchange Agent Facility is discontinued – further information about this is provided below).
Please email investors@carbonrev.com or contact the Computershare shareholder help line as noted below if you have not received any communications from Computershare about the DTC Election process or if you have any other queries in relation to the process.
SHAREHOLDER HELP LINE
If you are experiencing any issues or have any queries relating to the DTC process, please refer to the details below:
- Shareholders based in the US, US Territories or Canada please contact Computershare at 1(866) 596-2937.
- Shareholders based outside of the US, US Territories, and Canada please call 1 (781) 575-2160.
WHAT IS A “DTC ELECTION” AND WHY IS IT NEEDED
US listed shares can only be traded (sold) if they are held through a DTC participant broker.
To hold your CREV shares though a DTC participant broker, you need to complete the DTC Election process.
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 CREV Shares) to hold your CREV Shares for you on your behalf.
Certain Australian brokers with an international share trading capability (and, for CREV shareholders located in other countries, local brokers) may have a relationship with a DTC participant (see FAQ’s below for further details).
If you have not yet made a valid DTC Election in relation to your CREV Shares, your CREV Shares are being held in a temporary account operated by Computershare called the “Exchange Agent Account”. Carbon Revolution has been paying for this facility since the Nasdaq listing on 3 November 2023 and has extended the facility on multiple occasions. Carbon Revolution has extended the facility again for a further 3 months to 5 February 2025.
Below is a summary of the status of your CREV Shares depending on whether you have completed a valid DTC Election process, and when:
I have already completed a valid DTC Election |
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I have not completed a valid DTC Election |
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I complete a valid DTC Election before 5 February 2025 |
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I actively elect to have my shares held directly on the register |
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I do not complete a valid DTC Election before 5 February 2025 |
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Making a DTC election
If you would like to make a DTC Election prior to 5 February 2025, 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 CREV 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.
- Make the relevant DTC Election by completing the election process described in the communication sent to you by Computershare. In the communications provided by Computershare you were provided with a unique Account Code and Control Code to enable access to a dedicated webpage where you can complete the information required to submit your DTC Election.
IF YOU HAVE NOT YET MADE A VALID DTC ELECTION, YOU WILL HAVE UNTIL 5 FEBRUARY 2025 TO COMPLETE THAT PROCESS IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BY COMPUTERSHARE. IT IS RECOMMENDED THAT YOU COMMENCE THIS PROCESS ASAP SO THAT IT IS COMPLETED BY 5 FEBRUARY 2025.
We encourage shareholders to contact us at investors@carbonrev.com to provide feedback on their experience so we can add further information on this page to assist other shareholders.
Shareholders with queries can also email Carbon Revolution at investors@carbonrev.com. Carbon Revolution is unable to provide Account Code and Control Code to access the dedicated webpage. These must be obtained from Computershare.
The above does not constitute legal, financial or tax advice. Readers should obtain their own legal, financial and tax advice.