Unilife common shares are traded on the NASDAQ Global Exchange under the ticker symbol UNIS. They also trade on the Australian Stock Exchange in the form of CDIs (Chess Depository Interests). One ordinary share represents six CDIs.
Unilife first commenced trading on the Australian Stock Exchange on October 30, 2002 under the name Unitract Limited and ticker symbol ‘UNI’. On December 13, 2004, the Company name was changed to Unilife Medical Solutions Limited. On 18 January 2010, trading in CDIs of Unilife Corporation commenced on the ASX under the ticker symbol 'UNS'. Trading of shares on the ASX in the former parent entity, Unilife Medical Solutions Limited under stock ticker 'UNI', ceased on 15 January 2010. Unilife Corporation had its Form 10 registration statement declared effective by the US Securities and Exchange Commission on 11 February 2010. Trading on NASDAQ commenced on 16 February 2010 under the ticker 'UNIS'.
Unilife's annual report is available to download. Printed copies of the annual report are available upon request, however, we ask that our investors consider the environment and utilize the digital version of the annual reports.
You can trade your CDIs on the ASX using your preferred full service or online broker. Standard ASX trading terms apply to trading in CDIs.
You can convert your CDIs into Unilife Corporation common stock at any time. If you choose to do so, you will receive one share of common stock for every six CDIs you wish to convert. If you choose to convert CDIs to Unilife Corporation common stock you will need to talk to your preferred stock broker about how you can undertake on-market trading (i.e. buying or selling). Note that as you are trading an international stock, trading procedures, processes and costs are different to trading on the ASX. In addition there may be taxation obligations, depending on your personal circumstances, as determined by the US Internal Revenue Service.
Unilife Corporation, a US entity, became the parent entity of the Unilife Group on 27 January 2010. Unilife Corporation was incorporated in mid-2009 as part of the Unilife Group's move from Auistralia to redomicile in the United States. Unilife Medical Solutions Limited (the former parent entity of the Unilife Group) is now a wholly owned subsidiary of Unilife Corporation. Unilife Corporation is listed on ASX and NASDAQ.
The electronic transfer system used on ASX, known as 'CHESS', cannot be used directly for the transfer of securities of foreign companies. Accordingly, to enable companies such as Unilife Corporation to have their securities cleared and settled electronically through CHESS, depositary instruments called CHESS Depositary Interests (CDIs) are issued. The CDIs confer a beneficial interest in Unilife Corporation's common stock which can be traded on ASX. CDI holders receive all of the economic benefits of actual ownership of the underlying Unilife Corporation common stock (for example the right to receive shareholder notices, vote at meetings and receive dividends). The legal ownership of all CDIs is held by CHESS Depositary Nominees Pty Limited, which is a subsidiary of the ASX.
Under the share scheme of arrangement (as approved by shareholders and the Federal Court of Australia), your shares in Unilife Medical Solutions Limited were transferred to Unilife Corporation in exchange for shares of common stock in Unilife Corporation, on a 6 old for 1 new basis.
If you made an election under the share scheme, you will have received common stock or CDIs as per your election form. If you did not make such an election, you will have received CDIs in Unilife Corporation. All shares in Unilife Medical Solutions Limited are now owned by Unilife Corporation and hence Unilife Medical Solutions Limited (formally ASX: UNI) has been delisted from the ASX.
If you acquired shares in Unilife Medical Solutions Limited through the pink sheets on the OTC market, then those will have been swapped for common stock or CDIs in Unilife Corporation under the share scheme.
In the United States, common stock can either be held:
Direct Registration System or DRS: DRS is equivalent to issuer sponsored shares in Australia. Computershare, as the transfer agent (registry), will issue holders of common stock held in the DRS system with a holding statement and identification reference. There are no physical share certificates issued and the holding statement evidences ownership. Unilife has established DRS as the default position unless a shareholder requests a physical share certificate. DRS is advantageous for shareholders as it permits electronic transfers between Computershare and the broker, it also avoids the costs of security of holding a physical share certificate and provides a full audit trail of all transactions
DTC system (with a broker or custodian): Similar to CHESS in Australia, your broker or custodian can be named as the holder of those shares of common stock on your behalf as the 'DTC Participant'. To sell some or all of those shares or, if you wish to convert some or all of those shares of common stock into CDIs on the ASX, you may contact your broker.
Yes, you can do this at any time for some or all of your CDIs. Fees may be payable by shareholders in respect of conversion. Should you have a broker, please check with them prior to confirming the conversion of shares to common stock.
CONVERTING CDIs INTO US COMMON STOCK
Step 1: Fill in 'Form 1' – Register Removal Request (Australia Register to United States Register)
Section A – insert Unilife Corporation and CDIs. Insert the number of CDIs to be converted into common stock – this number must be divisible by six. Section B – make sure you insert the same name as appears on your holding statement. If you are 'Issuer Sponsored' your SRN is on your last Holding Statement received from Computershare.
If you hold your CDIs in CHESS, you will need to insert your HIN and your broker's name and PID. Section C – if you wish to hold your shares through a broker, you will need to make arrangements with your broker or establish an arrangement with a broker or other institution which is a DTC Participant. If you wish to hold your shares DRS or in the form of a physical (paper) share certificate, you should so advise Computershare.
Step 2: Send the completed Form to Computershare, either:
By facsimile to (03) 9473 2442 (within Australia)
or +61 3 9473 2442 [Call: +61 3 9473 2442] (outside Australia)v By mail to Computershare Clearing Pty Ltd
PO Box 103 Abbotsford, Victoria 3067 Australia
Step 3: Computershare aims to process all requests received before 5pm AEST on the same day. On that basis, the shares of common stock will be issued to you on that day. If you elect to receive a physical share certificate you will need to allow delivery time.
Telephone Enquiries (by you or your broker)
1300 731 056 (within Australia)
+61 3 9415 5361 [Call: +61 3 9415 5361] (outside Australia)
CONVERTING COMMON STOCKS INTO CDIs
Step 1: Fill in Form 2– Register Removal Request (United States Register to Australian Register)
Section A –insert Unilife Corporation (Full name of Company), Common stock (Description of Securities) and ISIN AU000000UNS6 (ISIN) and the number of shares of common stock to be converted Section B – if the shares are held at DTC then you will need to contact your broker or custodian. If you hold common stock through DRS you do not need to complete this section. Section C – If you wish to hold your CDIs in CHESS, you will need to insert your HIN and your broker's name and PID. Make sure the name is the same as the holder of the common stock.
If you wish to hold the CDIs as 'Issuer Sponsored' then you can also provide your SRN from your last Holding Statement received from Computershare.
Step 2: Send the completed Form to Computershare, either
By mail to Computershare, Attn: Global Transaction Unit, 250 Royall St Canton MA 02021 with the original physical share certificate if you have one
By email or facsimile to GTU@computershare.com or facsimile to +1 617-360-6841 [Call: +1 617-360-6841]
Step 3: Computershare aims to process all requests received on the same day. On that basis, the CDIs will be issued to your account on that day.
Telephone Enquiries (by you or your broker)
+1 781 575 2000 [Call: +1 781 575 2000]
The ASX is open for trading from 10.00am to 4.00pm AEST on Monday to Friday, excluding public holidays. NASDAQ is open for trading from 9.30am to 4.00pm US Eastern time on Monday to Friday, excluding public holidays Click here for more information.
No. However, in theory if the two markets worked perfectly, the price of Unilife Corporation common stock on NASDAQ (in United States dollars) should be six times the price of CDIs on ASX (in Australian dollars). In practice though, there may be an arbitrage between the two markets. The price of common stock on NASDAQ will be determined by the supply and demand factors in that market. Similarly the price of CDIs on the ASX will be determined by supply and demand factors in that market. There may also be an excess of supply or demand in one or the other markets. The equivalent prices on two markets may also be impacted by the US$ : A$ exchange rate.
CDIs are trading at A$1.20 on the ASX.
Six CDIs (equivalent to 1 share of common stock) would therefore equal A$7.20.
If the exchange rate is A$1.00 equals US$0.90, then six CDIs (equivalent to 1 share of common stock) would equate to US$6.48.
Hence, in a perfect market, each share of common stock should be trading on NASDAQ at US$6.48.
All announcements are made in Australia and the US at around the same time, subject to differences such as time zone variations. Announcements in Australia will be posted on the ASX. In the US, the process is different as news postings are not made to the stock exchange. Company announcements are made by way of press release. Significant announcements may be filed with the SEC as part of a Report on a Form 8-K. Announcements and releases can be accessed on the Company's website of www.unilife.com or by subscribing to receive them by email when they are posted. Announcements can also be accessed at www.asx.com.auand www.nasdaq.com. Should you wish to subscribe to Unilife's email news alert system, please contact firstname.lastname@example.org
Unilife Corporation intends to hold its stockholder meetings in the United States with all stockholders able to attend. These meetings will also be webcast. Previous Unilife meetings have been held in New York City.
In general terms, the Company does not expect that stockholders will trigger a taxable event when converting between CDIs and common stock, and vice versa, provided the legal and beneficial ownership stays the same. Please consult your personal tax adviser in relation to your own situation.