DTC (THE DEPOSITORY TRUST COMPANY) ELECTIONS

UPDATED 27 FEBRUARY 2024

If you have queries relating to the DTC Election process, please see our guidance and FAQs below under the DTC ELECTIONS heading.

 

Shareholder help line

If you are experiencing any issues or have any queries relating to the DTC process, Computershare has set-up a local Australian shareholder help line for further assistance.

Please call 1300 918 657 or +61 3 9415 4836 and follow the prompts.

DTC Participants

Carbon Revolution has received feedback that some Australian brokers/institutions are not able to assist with the DTC process (or that it is difficult to contact the relevant personnel within such brokers who are able to assist). 

Whilst we are not endorsing or recommending the services of any particular broker or financial institution, Carbon Revolution has received positive investor feedback that Westpac is able to facilitate the DTC election process (through Pershing LLC).

MergeCo Shareholders can contact Westpac as follows:

Westpac Global Markets team (James or Alex): 

P: 1300 757 319

E: globalmarkets@westpac.com.au

If you would like to use Westpac for this purpose, you will need to open a Westpac Global account.  Please note, Carbon Revolution is not providing financial advice and each investor should seek their own advice before deciding which financial institution to use.

Once you have completed a valid DTC Election and nominated Westpac as your DTC Participant, you will then need to instruct Westpac to initiate a DWAC Instruction.  Please feel free to use the following template email and send the email to Westpac for this purpose:

Please find my DWAC instruction below.  Please action this today if possible so that I can trade as soon as possible.

My Westpac Global account details are:

NAME
ACC NUMBER
ADDRESS

DWAC instruction:

  1. Please input the DWAC against the MergeCo CUSIP (G1893D102)in DTC.
  2. Please initiate a DWAC instruction for the NUMBER OF YOUR MERGECO SHARESMergeCo Shares that you will receive under the Scheme.
  3. Please use my HIN/SRN which is ##########.

Please notify me if there is anything else required.

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.

The HIN/SRN is a number identifying you as a shareholder.

  • The HIN (Holder Identification Number) identifies you if your existing Carbon Revolution shares were held/managed (“sponsored”) by a broker instead of Carbon Revolution’s former Registry, Link.
  • The SRN (Securityholder Reference Number) identifies you if your existing Carbon Revolution shares are held on the register maintained by Link.

ISIN number

If your nominated DTC Participant requires MergeCo’s ISIN, it is IE000OD0CSK4.

DRS Certificates

If your nominated DTC Participant asks you for a DRS (direct registration system) certificate, please tell them that MergeCo’s new Registry (known as the Transfer Agent in the US), Computershare, is not using the DRS for MergeCo Shares. As such, no DRS certificates are being issued to MergeCo Shareholders.

If your nominated DTC Participant has any queries about this, please ask them to contact Computershare directly. US toll free number is: 866 644 4127 and the international number is: +1 (781) 575 2906).

CREV

Carbon Revolution Limited previously traded on ASX under the ticker “CBR”.

Carbon Revolution plc, the parent company of the Carbon Revolution Group, is listed on Nasdaq and trades under the ticker “CREV”.

Exchange Agent Account

If you have not made a valid DTC Election and/or your DTC Participant has not completed a valid DWAC instruction, your MergeCo Shares will now be held in an account operated by Computershare called the “Exchange Agent Account”.  Please see further information in our guidance below about this account.

If your MergeCo Shares are held in the Exchange Agent Account, you will only be able to trade them on Nasdaq by completing the DTC Election and DWAC instruction process.

You should have previously received a communication from Computershare (either via email or the post) with instructions about how you can complete this process.

This process will need to be completed before 3 May 2024 (unless otherwise extended by MergeCo). If this process is not completed by then, your MergeCo Shares will be transferred to MergeCo’s register. Further information about this is provided below.

Please contact the Computershare shareholder help line if you have not received any communications from Computershare about this or if you have any other queries by calling 1300 918 657 or +61 3 9415 4836 and following the prompts.

WHAT IS A “DTC ELECTION”?

The DTC Election process relates to how you will hold your MergeCo (Carbon Revolution plc) Shares and will determine 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.

Certain Australian brokers with an international share trading capability (and, for CBR shareholders located in other countries, local brokers) may 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 ).

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.

 

“Exchange Agent Account"

If you have not already validly completed the DTC Election and DWAC instruction process, your MergeCo Shares will now be held in an account called the “Exchange Agent Account”, which is being managed by Computershare.  

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If your MergeCo Shares are in the Exchange Agent Account, and you would like to trade them on Nasdaq, you will need to validly complete the DTC Election and DWAC instruction process.

When you request your nominated DTC Participant to initiate the DWAC instruction, you must:

  1. Instruct your DTC Participant to input the DWAC against the MergeCo CUSIP (G1893D102) in DTC;
  2. 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).
  3. Provide your DTC Participant with your “SRN” or “HIN” (see above).

If you do not, for example, specify the correct number of MergeCo Shares or apply the correct CUSIP, your DWAC instruction will be rejected and you will not be able to immediately access and trade your MergeCo Shares on Nasdaq.

When you request your nominated DTC Participant to initiate a DWAC instruction, they may ask you to provide an Account Number (11 digits) and/or a Control Number (9 digits).

These details will be specified in a communication(s) you should have received from Computershare. Please contact the shareholder help line if you have not received any such communications by calling 1300 918 657 or +61 3 9415 4836 and following the prompts.

Once your broker has made and completed a valid DWAC instruction, Computershare will transfer your MergeCo Shares into your DTC Participant account, and you will be able to place and settle trades on Nasdaq.

Your DTC Participant may charge you a fee for DWAC and trading services, which you should familiarise yourself with.

Holding your MergeCo Shares in registered form

If you have not made a valid DTC Election, and your MergeCo Shares are being held in the Exchange Agent Account, you have the option of electing to hold your MergeCo Shares in registered form directly on MergeCo’s register instead of holding them through a DTC Participant. If you elect to receive your MergeCo Shares in registered form, you will not be able to trade them on Nasdaq until you have first validly completed the DTC Election and DWAC instruction process.

a

In this scenario (ie, if you want to transfer your MergeCo Shares from MergeCo’s register to a DTC participant), the transfer 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 original items to Computershare in the US, your nominated DTC Participant can then submit the required DWAC instruction.

Before 3 May 2024 (or longer, if extended by MergeCo), if you would instead like to transfer your MergeCo Shares from the Exchange Agent Account to a DTC Participant, you will need to may submit your DTC Election by following the instructions in the relevant communication you should have received from Computershare.

IF YOU HAVE NOT MADE A VALID DTC ELECTION, YOU WILL HAVE UNTIL 3 MAY 2024 (OR LONGER, IF EXTENDED BY MERGECO) TO IDENTIFY (AND OPEN ACCOUNT WITH) A DTC PARTICIPANT TO TRANSFER YOUR MERGECO SHARES TO SO THAT YOU CAN EFFICIENTLY TRADE AND TRANSACT THEM ON NASDAQ.

Key dates / options for shareholders

A. By 3 May 2024 (or such longer period if extended by MergeCo)

  • If you have not made a valid DTC Election, your MergeCo Shares will be held in the Exchange Agent Account until 3 May 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 election process described in the communication you should have received from Computershare. 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 process set out in that communication and make a valid DTC Election.

 B. After 3 May 2024

  • MergeCo may close the Exchange Agent Account on or around 3 May 2024.

 

  • If you still hold MergeCo Shares in the Exchange Agent Account when it is closed, your MergeCo Shares will be transferred to you on the 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.

 

  • In this scenario, if you would like to later trade your MergeCo Shares on Nasdaq, you will have to transfer them from the MergeCo 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.

 

  • Make the relevant DTC Election by completing the election process described in the communication you should have received from Computershare.

 

As discussed above, if you do not transfer your MergeCo Shares to a DTC Participant before 3 May 2024, your MergeCo Shares will be transferred to you on the 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.

 

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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 the Exchange Agent Account, where they will be held until 3 May 2024 (MergeCo may decide to extend that date), unless you instruct a transfer before then in accordance with the instructions provided in the Letter of Transmittal/Exchange Notification email.

You can elect to transfer your MergeCo Shares from the Exchange Agent Account either (i) to a DTC Participant or (ii) into your name on the MergeCo register by completing the election process described in the Letter of Transmittal/Exchange Notification email from Computershare.

You will not be able to immediately trade your MergeCo Shares on Nasdaq until you have transferred them to a DTC Participant and your DTC Participant has made and completed a valid DWAC instruction.

As noted above, if your MergeCo Shares are still in the Exchange Agent Account on 3 May 2024, unless MergeCo extends that deadline, your MergeCo Shares will be transferred to you on the 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 you on 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 currently provide a DTC participant number, nor can Macquarie. If we become aware that 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 .

Contacts the Westpac Global Markets team (James or Alex) P: 1300 757 319 E: globalmarkets@westpac.com.au

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.

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 9 November 2023 if you want to trade your MergeCo Shares efficiently on Nasdaq on or shortly after 3 November 2023.

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 9 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 DWAC and trading services, 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 9 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?

For holders that did not make a valid DTC election by the Initial Deadline, your Account Code (an 11 digit number) and a Control Code (a 9 digit number) will be specified in your Letter of Transmittal or Exchange Notification email from Computershare.

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 info@carbonrev.com 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.