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1. I received CDIs in Unilife Corporation (UNS) in exchange for my Unilife Medical Solutions Limited (UNI) shares and need more information.
- 1. You should have received a holding statement from Computershare advising you of your holding balance of CDIs. Holding statements were despatched on 1 February 2010. If you have not received a holding statement, please contact Computershare on the numbers listed below.
2. 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.
3. 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. Please refer to Question 11 below for the relevant forms that are required to be completed for this conversion to be arranged.
4. 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.
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2. I received Common Stock in Unilife Corporation (UNIS) in exchange for my Unilife Medical Solutions Limited (UNI) shares and need more information.
- 1. Holding statements are likely to be despatched on/around 19 February 2010. You will only receive an actual share certificate in respect of your shares of common stock if you requested this in writing.
2. Unilife Corporation common stock listed on NASDAQ on 16 February 2010.
3. If you already have a US stock broker, you can ask them to transfer your common stock to their DTC account, by providing them with your holding statement.
4. If you want to buy or sell Unilife shares, talk to your preferred stock broker about how you can undertake on-market trading (ie buying or selling) on NASDAQ. Note that trading procedures, processes and costs on NASDAQ 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.
5. You can convert your Unilife Corporation common stock into ASX-listed CDIs at any time. If you choose to do so, you will receive six CDIs for each share of common stock you wish to convert. Please refer to Question 11 below for the relevant forms that are required to be completed for this conversion to be arranged.
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3. What is the new parent entity of the Unilife Group?
- 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 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 listed on NASDAQ (on 16 February 2010.)
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4. What is a CHESS depositary interest or CDI?
- 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.
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5. What is a share of common stock?
- Shares of common stock are the US equivalent of ordinary shares in Australia. Unilife Corporation has been incorporated in the United States and hence has common stock on issue.
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6. What is NASDAQ?
- The NASDAQ Stock Market, known as 'NASDAQ', is an American stock exchange and is the largest electronic screen-based equity securities trading market in the US. Of the approximately 3,200 listings on NASDAQ, 335 are non-U.S. companies from 35 countries representing all industry sectors. Unilife is to be listed on the NASDAQ Global Market. Unilife believes that a NASDAQ listing is likely to provide increased liquidity for Unilife Corporation's securities and have the potential to attract new US investors to the Unilife Group.
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7. What is a dual listing?
- 'Dual listing' means that the Company's shares are traded on two stock exchanges – the ASX in the form of CDIs and NASDAQ in the form of common stock. The ticker codes are as follows:
ASX: UNS NASDAQ: UNIS
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8. What is the ratio of shares of common stock to CDIs?
- Each CDI therefore represents an interest in 1/6th of an underlying share of Unilife Corporation common stock.
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9. What happened to my shares in Unilife Medical Solutions Limited?
- 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.
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10. How can I hold my common stock?
- 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.
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11. Can I convert between CDIs and common stock? What forms do I need and is there a fee?
- 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 (outside Australia)
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 (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
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
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12. What is Unilife's CUSIP number?
- Unilife's CUSIP number is 90478E103.
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13. What will I need to hold shares of common stock?
- Shares of common stock can be held through DRS or be represented by a physical share certificate for which there are no other requirements (see question 9) – refer above to the forms required to effect this.
If you wish to hold your shares of common stock in the DTC System, you will need to open an account with a US broker or custodian.
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14. How can I trade my shares of common stock on NASDAQ?
- Shares of common stock can be held through DRS or be represented by a physical share certificate for which there are no other requirements (see question 10) – refer above to the forms required to effect this.
If you wish to hold your shares of common stock in the DTC System, you will need to open an account with a US broker or custodian.
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15. How do I find a broker for NASDAQ?
- While the Company cannot recommend a broker, a full list of all brokers who can trade on NASDAQ can be obtained at www.nasdaq.com.
If shareholders have difficulty appointing a broker for US trades, the Company may be able to introduce you to one of the brokers currently covering the Company (on a no recommendations basis). Some of these brokers are Australian and some are US based. Please send an email to investors @ unilife.com should you seek further information.
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16. Which Australian brokers can trade shares on NASDAQ?
- Many of the Australian retail and institutional broking houses and several on-line brokers provide this service for their clients.
Several of the US investment banks also have trading operations in Australia and can provide this service after an account has been opened with them.
If shareholders have difficulty appointing a broker for US trades, the Company may be able to introduce you to one of the brokers currently covering the Company (on a no recommendations basis). Some of these brokers are Australian and some are US based. Please send an email to investors @ unilife.com should you seek further information.
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17. Can I trade shares on either market?
- Yes, if you hold CDIs on the ASX you can continue to buy or sell as normal.
Conversely if you hold common stock, once listed on NASDAQ, you will be able to buy or sell on NASDAQ. To trade across both markets by converting between common stock and CDIs, see Question 11 above.
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18. Where can I access the current stock price for ASX and NASDAQ?
- Unilife Corporation's NASDAQ share price will be available at www.nasdaq.com
Unilife Corporation's ASX price for CDIs is available at www.asx.com.au
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19. How can existing shareholders sell on NASDAQ?
- After Unilife Corporation is listed on the NASDAQ, existing shareholders will be able to sell on NASDAQ at any time if they hold common stock or, if they hold CDIs, they may sell on NASDAQ by firstly converting CDIs into shares of common stock and then instructing a broker to sell those shares on NASDAQ.
If you do not have an account with a US broker or your Australian broker cannot offer this service, then you will need to open a brokerage account first before you can sell on NASDAQ.
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20. How do new investors buy Unilife Corporation securities?
- New investors can either:
~ Buy common stock on NASDAQ through a broker. Interested investors can acquire shares of Unilife's common stock on NASDAQ through an authorized securities broker, including an online broker. While the Company cannot recommend a broker, a full list of all brokers who can trade on NASDAQ can be obtained at www.nasdaq.com
or
~ Buy CDIs on the ASX through an Australian broker.
Investors may then convert between CDIs and common stock as described in Question 11 above.
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21. When are the ASX and NASDAQ markets open?
- 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.
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22. Will the price for shares in Unilife Corporation be the same on ASX and NASDAQ?
- 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.
Example: -
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.
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23. How do I receive Unilife Corporation's announcements on ASX and NASDAQ?
- 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
CDI holders will receive all documents mailed to shareholders such as the Annual Report.
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24. Who maintains the Company's share registry and how do I contact them?
- Computershare is managing the Register of holders of common stock and CDIs. Contact numbers are set out below.
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25. How do I check my holding in Unilife Corporation?
- Firstly refer to your last Holding Statement or contact your broker if your CDIs are held in CHESS or your common stock is held in DTC.
You can also contact Computershare on the numbers below.
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26. How do I change or update any details of my holding such as a change of address?
- Complete and lodge the form accessed from Computershare's website.
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27. Where will Unilife Corporation's stockholder meetings be held in the future?
- Unilife Corporation intends to hold its stockholder meetings in the United States with all stockholders able to attend. These meetings will also be webcast.
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28. How do I vote at those stockholder meetings?
- Instructions for voting common stock or CDIs will be contained in the proxy statement provided to stockholders for the meeting.
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29. Do I have to pay tax when my shares are converted from CDIs into common stock and vice versa?
- 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.
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30. Please provide contact information for inquiries.
- Company - Unilife Corporation
United States – Head office
Tel: +1 717 938 9323
Fax: + 1 717 938 9364
Email: investors @ unilife.com
Australia – Representative Office
Tel: + 61 2 8346 6500
Fax: + 61 2 8346 6511
Registry Helpdesk- Computershare
United States
Tel. (callers within the U.S.) 800-662-7232
Tel. (callers outside the U.S.)781-575-4238
Fax 312-601-2313
Australia
Tel: (within Australia) 1300 729 064
Tel: (outside Australia) +61 3 9415 4677
Fax: + 61 8 9323 2033
Transfers between CDIs and common stock, and vice versa
Computershare Global Transaction Team
Tel: 1300 731 056 (within Australia)
Tel: +61 3 9415 5361 (outside Australia
gtuau@computershare.com.au
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