EXHIBIT 99.1
Excerpts of the ASX Settlement and Transfer Corporation
Pty Ltd as of June 10, 2005
See www.asx.com.au/supervision/rules_guidance/astc_rules.htm for up-to-date
rules
1.2 APPLICATION AND EFFECT OF THESE RULES
1.2.1 OPERATING RULES OF ASTC
These Rules are the operating rules of the Settlement Facility for the purposes
of the Corporations Act. These Rules should be read in conjunction with:
(a) the Procedures; and
(b) the Corporations Act.
To the extent of any inconsistency between these Rules and the Procedures, these
Rules will prevail.
Introduced 11/03/04
1.2.2 BINDING EFFECT OF RULES
These Rules are binding on Issuers, Participants and ASTC in the manner set out
in:
(a) section 822B of the Corporations Act; and
(b) Rules 1.2.3 and 1.2.4.
Introduced 11/03/04 Origin SCH 1.5.1
1.2.3 COVENANTS TO OBSERVE RULES
These Rules (other than a Warranty and Indemnity Provision) have the effect of a
contract under seal between ASTC and all Facility Users under which:
(a) each Facility User covenants with ASTC and each other Facility User to
observe the Rules and to perform the obligations which the Rules purport to
impose on the Facility User, in the manner provided by the Rules; and
(b) subject to Rules 3.6.11 to 3.6.18 inclusive, ASTC covenants with each
Facility User to observe the Rules and to perform the obligations which the
Rules purport to impose on ASTC, in the manner provided by the Rules.
These Rules have the effect of a contract under seal between all RTGS Payments
Providers for the time being admitted to participate in that capacity, ASTC and
all Facility Users.
Introduced 11/03/04 Origin SCH 1.5.2, 1.5.7
1.2.4 EFFECT OF WARRANTY AND INDEMNITY PROVISIONS
The Issuer Warranties and Indemnities have the effect of a contract under seal
between the Issuer, ASTC and every Participant.
The Participant Warranties and Indemnities have the effect of a contract under
seal between the Participant, ASTC, every Issuer and every other Participant.
The ASTC Indemnity has the effect of a contract under seal between ASTC and each
Issuer.
Introduced 11/03/04 Origin SCH 1.5.4, 1.5.5, 1.5.6
1.3 STATE OF EMERGENCY RULES
1.3.1 ACTION IF A STATE OF EMERGENCY EXISTS
If ASTC determines that a State of Emergency exists ASTC may take or authorise
any action it considers necessary for the purpose of dealing with the State of
Emergency, including:
(a) making State of Emergency Rules (that may be inconsistent with these
Rules) for the protection of the interests of ASTC and Facility Users;
(b) suspending provision of any ASTC facilities and services to one or more
persons;
(c) taking, or refraining from taking, or directing a Participant to take
or refrain from taking, any action which ASTC considers is appropriate;
(d) taking any action in the name of and at the expense of a Participant;
or
(e) other action that is inconsistent with these Rules (other than Rule
1.3).
In the event of conflict between the State of Emergency Rules and these Rules,
the State of Emergency Rules will prevail.
Introduced 11/03/04 Origin SCH 1.6.1, 1.6.3
1.3.2 EFFECT OF A STATE OF EMERGENCY
No person bound by the Rules is liable for failure to comply with a Rule (other
than a Warranty an Indemnity Provision or a State of Emergency Rule) if, and to
the extent to which, compliance has been delayed, interfered with, curtailed or
prevented by a State of Emergency.
Introduced 11/03/04 Origin SCH 1.5.3
1.3.3 PERIOD FOR STATE OF EMERGENCY RULES
ASTC may specify the period during which any State of Emergency Rules remain in
force, but the period must not exceed 30 Business Days. If ASTC does not specify
a period during which any State of Emergency Rules remain in force, the State of
Emergency Rules remain in force for 30 Business Days.
Introduced 11/03/04 Origin SCH 1.6.2
1.3.4 NOTICE TO ISSUERS AND PARTICIPANTS
ASTC must promptly notify Issuers and Participants of the making of any State of
Emergency Rules.
Introduced 11/03/04 Origin SCH 1.6.4
1.3.5 FACILITY USER MUST INFORM ASTC OF POTENTIAL STATE OF EMERGENCY
A Facility User that becomes aware of any event or condition that may lead to a
State of Emergency must immediately inform ASTC.
Introduced 11/03/04 Origin SCH 1.6.5
1.3.6 NO LIABILITY OF ASTC
Without limiting any other liability provisions in these Rules none of ASTC, its
officers, employees, agents or contractors are liable to a Facility User or any
other person for:
(a) any failure or delay in performance in whole or in part of the
obligations of ASTC under the Rules or any contract, if that failure or delay is
caused directly or indirectly by a State of Emergency which entitles ASTC to act
under this Rule 1.3; or
(b) any loss, liability, damage, cost or expense arising in any way
(including, without limitation, by negligence) from the bona fide exercise of
any power, right or discretion conferred upon ASTC by this Rule 1.3.
Introduced 11/03/04
1.4 SETTLEMENT PROCEDURES
1.4.1 ASTC MAY APPROVE PROCEDURES
ASTC may from time to time approve written Procedures relating to the operations
of ASTC and the Settlement Facility, the conduct of Facility Users and the
structure and operation of electronic communications between ASTC and Facility
Users.
Introduced 11/03/04 Origin SCH 1.8.1
1.4.2 PROCEDURES ARE NOT PART OF THE RULES
The Procedures do not form part of these Rules. However, if a Rule requires a
person to comply with any part of the Procedures, failure by the person to
comply with that part of the Procedures is a contravention of the Rule.
Introduced 11/03/04 Origin SCH 1.8.2, 1.8.3
1.4.3 CHANGES TO PROCEDURES
ASTC may approve changes to the Procedures from time to time and must give such
notice as is reasonable in the circumstances to Facility Users of any changes to
the Procedures before those changes take effect.
Introduced 11/03/04 Origin SCH 1.8.7, 1.8.4
13.1 APPLICATION OF CDI RULES
13.1.1 EFFECT OF RULES 13.1 TO 13.13
Rules 13.1 to 13.13 only apply to, and have effect in relation to, CDIs issued
in respect of a class of Principal Financial Products.
The Rules, to the extent that they are not inconsistent with Rules 13.1 to
13.13, have full force and effect in relation to CDIs other than as specifically
modified by the provisions of these Rules 13.1 to 13.13.
Introduced 11/03/04 Origin SCH 3A.1.1, 3A.1.2 Amended 06/06/05
13.2 PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL
PRODUCTS
13.2.1 APPROVAL OF PERSON AS PRINCIPAL ISSUER
A person who has applied for:
(a) a class of Principal Financial Products; or
(b) CDIs issued over a class of Principal Financial Products,to be quoted
on the market of an Approved Market Operator may apply to ASTC in the form
prescribed in the Procedures to:
(c) act as Principal Issuer in relation to CDIs issued or to be issued in
respect of those Principal Financial Products; and
(d) to have those CDIs approved.
Introduced 11/03/04 Origin SCH 3A.2.1 Amended 10/06/04 06/06/05
13.2.2 APPOINTMENT OF DEPOSITORY NOMINEE AND ISSUE OF CDIS
If ASTC determines to accept an application under rule 13.2.1, the Principal
Issuer must:
(a) appoint a Depository Nominee for the purpose of complying with these
Rules;
(b) give Notice to ASTC of:
(i) the identity of the Depository Nominee appointed by the Principal
Issuer; and
(ii) the Transmutation Ratio for the Principal Financial Products;
(c) make arrangements satisfactory to ASTC to enable the Principal Issuer
to comply with the requirements of Rules 13.4.3 and 13.5; and
(d) make arrangements satisfactory to ASTC to issue CDIs or make them
available in respect of that class of Principal Financial Products to each
person who has:
(i) an entitlement to those CDIs or Principal Financial Products; and
(ii) where applicable, not elected to take a document of Title to
those Principal Financial Products.
Introduced 11/03/04 Origin SCH 3A.2.2 Amended 06/06/05
13.2.3 VESTING ARRANGEMENTS FOR PRINCIPAL FINANCIAL PRODUCTS
If Rule 13.2.2 applies, the Principal Issuer must, either not later than End of
Day on the Despatch Date for the new Principal Financial Products, or such other
time as ASTC requires:
(a) cause the Title to any Principal Financial Products that are to be held
in the form of CDIs to be vested in the Depositary Nominee nominated by the
Principal Issuer under Rule 13.2.2, in a manner recognised by Australian law and
all applicable foreign laws;
(b) immediately give Notice to ASTC that Title to the Principal Financial
Products has vested in the Depositary Nominee; and
(c) record:
(i) the CDIs corresponding to the Principal Financial Products on the
CHESS Subregister or the Issuer Sponsored Subregister, as the case requires; and
(ii) the information required to be recorded under these Rules in such
manner as to identify each Holder of the CDIs, whether on the CHESS Subregister
or the Issuer Sponsored Subregister.
Introduced 11/03/04 Origin SCH 3A.2.3 Amended 06/06/05
13.2.4 EFFECTIVE DATE OF APPROVAL - CDIS AS APPROVED FINANCIAL PRODUCTS
Where ASTC determines to accept an application made under Rule 13.2.1, the
Commencement Date for CDIs issued in respect of the class of Principal Financial
Products will be the date that ASTC notifies the Principal Issuer that those
CDIs are Approved Financial Products, or such other date determined by ASTC.
Introduced 06/06/05
13.2.5 CDIS AS APPROVED FINANCIAL PRODUCTS - TRANSITIONAL PROVISION
From the date on which this rule 13.2.5 comes into effect, all CDIs issued by a
Principal Issuer over a class of previously approved Principal Financial
Products will be taken to be Approved Financial Products.
Introduced 06/06/05
13.3 TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS
13.3.1 TRANSMUTATION OF PRINCIPAL FINANCIAL PRODUCTS TO CDIS AT ELECTION OF
HOLDER
If a Holder of Financial Products that forms part of a class of Principal
Financial Products in respect of which CDIs have been approved gives Notice to
the Principal Issuer, at any time after the date of quotation of the Principal
Financial Products, requesting the Transmutation of a quantity of those
Principal Financial Products to CDIs, the Principal Issuer must, provided the
Notice is accompanied by any corresponding documents of Title:
(a) as soon as possible, cause Title to the quantity of Principal Financial
Products specified in the Notice to be vested in the Depositary Nominee for
those Principal Financial Products;
(b) record:
(i) the CDIs corresponding to the Principal Financial Products on the
CDI Register; and
(ii) the information required to be recorded under these Rules in such
manner as to identify each Holder of the CDIs, on the CDI Register; and
(c) give Notice to the Holder that the Transmutation has been effected.
Introduced 11/03/04 Origin SCH 3A.3.1 Amended 06/06/05
13.3.2 TRANSMUTATION OF PRINCIPAL FINANCIAL PRODUCTS TO CDIS FOR SETTLEMENT
PURPOSES
Each Participant that is obliged to deliver a quantity of Principal Financial
Products to another Participant must, unless otherwise agreed with that
Participant, do so by initiating a Message to Transfer the corresponding
quantity of CDIs in respect of those Principal Financial Products.
A Participant must not deliver a paper-based transfer of Principal Financial
Products to another Participant unless otherwise agreed with that other
Participant.
Introduced 11/03/04 Origin SCH 3A.3.2, 3A.3.3
13.3.3 PARTICIPANT MAY INITIATE A TRANSMUTATION ON BEHALF OF A PERSON
A Participant that is authorised by a person to do so, may Transmute Principal
Financial Products to CDIs or CDIs to Principal Financial Products on behalf of
the person in any circumstance where Transmutation by that person is permitted
under these Rules.
Introduced 11/03/04 Origin SCH 3A.3.4
13.4 CONSEQUENCES OF VESTING TITLE IN DEPOSITARY NOMINEE
13.4.1 ECONOMIC BENEFITS AND ENTITLEMENTS IN RELATION TO PRINCIPAL FINANCIAL
PRODUCTS
If Title to Principal Financial Products is vested in a Depositary Nominee under
these Rules, all right, title and interest in those Principal Financial Products
is held by the Depositary Nominee subject to the right of any person identified,
in accordance with these Rules, as a Holder of CDIs in respect of those
Principal Financial Products to receive all direct economic benefits and any
other entitlements in relation to those Principal Financial Products.
Introduced 11/03/04 Origin SCH 3A.4.1
13.4.2 IDENTIFICATION OF CDI HOLDERS
For the purposes of Rule 13.4.1, a person is (subject to any subsequent
disposition) entitled to all direct economic benefits and any other entitlements
in relation to Principal Financial Products vested in a Depositary Nominee under
these Rules if:
(a) in accordance with Rule 13.2.3, the Principal Issuer has recorded the
person in the CDI Register as the holder of CDIs for those Principal Financial
Products; or
(b) under Rule 13.3.1, the person is the former Holder of the Principal
Financial Products to which the CDIs relate, or that person's nominee.
Introduced 11/03/04 Origin SCH 3A.4.2
13.4.3 IMMOBILISATION OF PRINCIPAL FINANCIAL PRODUCTS
A Depositary Nominee that holds Principal Financial Products under these Rules
must:
(a)
(i) where a Certificate is issued as evidence of Title to those
Financial Products, make arrangements satisfactory to ASTC for any Certificate
representing its holding of Principal Financial Products to be held by the
Principal Issuer for safekeeping; or
(ii) where the Financial Products are held on account in an Approved
Clearing House, ensure that a Segregated Account is maintained in respect of
those Financial Products, which must constitute the Principal Register for the
purposes of these Rules;
(b) not dispose of any of those Principal Financial Products unless
authorised by these Rules; and
(c) not create any interest (including a security interest) which is
inconsistent with the Title of the Depositary Nominee to the Principal Financial
Products and the interests of the Holders of CDIs in respect of the Principal
Financial Products unless authorised by these Rules.
Introduced 11/03/04 Origin SCH 3A.4.3
13.5 REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS
13.5.1 ISSUER TO ESTABLISH AND MAINTAIN PRINCIPAL REGISTER AND CDI REGISTER
If CDIs in respect of a class of Principal Financial Products are approved, the
Principal Issuer must establish and maintain:
(a) a Principal Register in Australia which contains all of the information
that would otherwise be required to be kept by the Principal Issuer if it
maintained an Australian branch register for those Financial Products; and
(b) a CDI Register in Australia that contains all of the information that
would otherwise be required to be kept under the Corporations Act as if the
Principal Issuer were an Australian listed public company and the CDIs were
Financial Products of that company.
Introduced 11/03/04 Origin SCH 3A.5.1, 3A.5.2 Amended 06/06/05
13.5.2 RECONCILIATION OF REGISTERS
The Principal Issuer must ensure, at all times that:
(a) the total number of CDIs on the CDI Register reconciles to the total
number of Principal Financial Products registered in the name of the Depositary
Nominee on the Principal Register; and
(b) where applicable, it has one or more Certificates registered in the
name of the Depositary Nominee in its possession which represent the same number
of Principal Financial Products as are registered in the name of the Depositary
Nominee on the Principal Register.
Introduced 11/03/04 Origin SCH 3A.5.3 Amended 06/06/05
13.5.3 RIGHT OF INSPECTION OF PRINCIPAL REGISTER AND CDI REGISTER
If:
(a) a Principal Register; or
(b) a CDI Register,
is required to be established and maintained by a Principal Issuer under Rule
13.5.1, the Principal Issuer must make that Principal Register or that CDI
Register, as the case requires, available for inspection to the same extent and
in the same manner as if that register were a register of Financial Products of
an Australian listed public company.
This Rule 13.5.3 does not apply in respect of a class of Principal Financial
Products issued by a DI Issuer to the extent that the Principal Register need
not be available for inspection where that Principal Register is located in a
foreign jurisdiction.
Introduced 11/03/04 Origin SCH 3A.5.4A
13.5.4 ISSUER SPONSORED SUBREGISTERS AND CHESS SUBREGISTERS FOR CDIS
If CDIs in respect of a class of Principal Financial Products are approved, the
Principal Issuer must establish and maintain:
(a) an Issuer Sponsored Subregister; and
(b) a CHESS Subregister,
of CDIs in respect of the Principal Financial Products as if the CDIs were
Financial Products of an Australian Issuer, issued wholly in uncertificated
form.
Introduced 11/03/04 Origin SCH 3A.5.5 Amended 06/06/05
13.5.5 THIRD PARTY PROVIDER AS AGENT (DELETED)
Introduced 11/03/04 Origin SCH 3A.5.6 Deleted 06/06/05
13.5.6 AGENTS OF PRINCIPAL ISSUER
If a Principal Issuer employs or retains a Third Party Provider to establish and
maintain a Principal Register or a CDI Register in respect of a class of its
Principal Financial Products, then for the purposes of these Rules, the Third
Party Provider is taken to perform those services as the agent of the Principal
Issuer.
Introduced 11/03/04 Origin SCH 3A.5.7 Amended 06/06/05
13.5.7 DEPOSITARY NOMINEE OBLIGED TO ENSURE INFORMATION IS PROVIDED TO PRINCIPAL
ISSUER
Notwithstanding Rule 13.5.2, if a Depositary Nominee employs or retains a Third
Party Provider to administer the Principal Register, which is not the same Third
Party Provider as that retained by the Principal Issuer to establish and
maintain a CDI Register under Rule 13.5.6, then the Depositary Nominee must
ensure that its Third Party Provider provides such information to the Principal
Issuer at such times as the Principal Issuer requires for performance of its
obligations under Rules 13.1 to 13.13.
Introduced 11/03/04 Origin SCH 3A.5.8
13.5.8 POWER OF ATTORNEY
The Depositary Nominee appoints the Principal Issuer to be the Depositary
Nominee's attorney and in the name of the Depositary Nominee (or in the name of
the Principal Issuer or its delegate) and on the Depositary Nominee's behalf:
(a) to execute any transfer for the purposes of Rule 13.3; and
(b) to do all things necessary or desirable to give full effect to the
rights and obligations of the Depositary Nominee in Rules 13.1 to 13.13;
and the Depositary Nominee undertakes to ratify and confirm anything done under
this power of attorney by the Principal Issuer.
Introduced 11/03/04 Origin SCH 3A.5.9
13.5.9 DELEGATION BY PRINCIPAL ISSUER UNDER POWER OF ATTORNEY
The Principal Issuer may in writing:
(a) delegate its powers to any person for any period;
(b) at its discretion, revoke any such delegation; and
(c) exercise or concur in exercising any power despite the Principal Issuer
or a delegate of the Principal Issuer having a direct or personal interest in
the mode or result of the exercise of that power.
Introduced 11/03/04 Origin SCH 3A.5.9A
13.5.10 INDEMNITY
If a Principal Issuer or its Third Party Provider executes a transfer of
Principal Financial Products on behalf of a Depositary Nominee as transferor or
transferee, other than a Transfer which is supported by a Message initiated by a
Participant under these Rules, the Principal Issuer warrants to ASTC that it
indemnifies:
(a) the Depositary Nominee;
(b) ASTC;
(c) the transferor or the beneficial owner of the Principal Financial
Products, as the case requires; and
(d) each Participant,
against all losses, damages, costs and expenses that they or any of them may
suffer or incur as a result of the transfer not being authorised by the
transferor or by the beneficial owner of the Principal Financial Products.
Introduced 11/03/04 Origin SCH 3A.5.10
13.5.11 ASTC HOLDS BENEFIT OF WARRANTIES FOR DEPOSITARY NOMINEE
ASTC holds the benefit of any warranties and indemnities given to it by the
Principal Issuer under Rules 13.1 to 13.13 in trust for the benefit of the
Depositary Nominee.
Introduced 11/03/04 Origin SCH 3A.5.10A
13.5.12 PRINCIPAL ISSUER AND DEPOSITARY NOMINEE NOT TO INTERFERE IN TRANSFER AND
TRANSMUTATION
Unless otherwise permitted under these Rules or the Listing Rules, a Principal
Issuer or a Depositary Nominee must not refuse or fail to register, or give
effect to, or otherwise interfere with the processing and registration of:
(a) a paper-based transfer of Principal Financial Products;
(b) a Transfer of CDIs;
(c) a Transmutation of Principal Financial Products to CDIs;
(d) a Transmutation of CDIs to Principal Financial Products;
(e) a shunt from a DI Register to a Principal Register; or
(f) a shunt from a Principal Register to a DI Register.
Introduced 11/03/04 Origin SCH 3A.5.11, 3A.5.12 Amended 06/06/05
13.5.13 NO NOTICE OF UNREGISTERED INTERESTS
For the purposes of all relevant Australian and foreign laws, neither ASTC nor
any Depositary Nominee is affected by actual, implied or constructive notice of
any interest in CDIs other than the Holdings on the CDI Register.
A Depositary Nominee may deal with the registered Holder of CDIs as if, for all
purposes, the Holder of CDIs is the absolute beneficial owner of the Principal
Financial Products to which the CDIs relate, without any liability whatsoever to
any other person who asserts an interest in the CDIs or in the Principal
Financial Products to which the CDIs relate.
Introduced 11/03/04 Origin SCH 3A.5.13, 3A.5.14
13.6 CORPORATE ACTIONS
13.6.1 APPLICATION OF RULES
The purpose of the following Rules is to ensure that the benefit of all
Corporate Actions of a Principal Issuer will enure to the benefit of the
relevant Holders of CDIs as if they were Holders of the corresponding Principal
Financial Products, where Principal Financial Products are held by a Depositary
Nominee under these Rules.
Introduced 11/03/04 Origin SCH 3A.6.1 Amended 06/06/05
13.6.2 DISTRIBUTION OF DIVIDENDS TO HOLDERS OF CDIS
If CDIs in respect of a class of Principal Financial Products are approved under
Rule 13.2, the Principal Issuer must distribute any dividend declared in respect
of the corresponding Principal
Financial Products to Holders of CDIs based on relevant Cum Entitlement Balances
as at End of Day on the Record Date for the dividend in proportions as
determined by the Transmutation Ratio.
Introduced 11/03/04 Origin SCH 3A.6.2 Amended 06/06/05
13.6.3 DIRECTION AND ACKNOWLEDGMENT BY DEPOSITARY NOMINEE
For the purposes of:
(a) the Principal Issuer's constitution; and
(b) all laws governing the entitlement to dividends of a Depositary Nominee
of the Principal Issuer,
the Depositary Nominee is taken to have directed the Principal Issuer to
distribute any dividend, that would otherwise be payable to it under the
Principal Issuer's constitution, in accordance with these Rules.
Introduced 11/03/04 Origin SCH 3A.6.3
13.6.4 DISCHARGE OF PRINCIPAL ISSUER'S OBLIGATION TO PAY DIVIDEND TO DEPOSITARY
NOMINEE
A Depositary Nominee for a Principal Issuer acknowledges that distribution of a
dividend in accordance with these Rules discharges the Principal Issuer's
obligation to pay the dividend to the Depositary Nominee.
Introduced 11/03/04 Origin SCH 3A.6.4
13.6.5 PAYMENT BY DEPOSITARY INTEREST ISSUER
Rules 13.6.2, 13.6.3 and 13.6.4 apply in respect of a DI as if a reference to
"dividend" is a reference to any distribution or payment, whether principal,
premium or interest, as defined in the offering memorandum in respect of the
Principal Financial Products.
Introduced 11/03/04 Origin SCH 3A.6.4A
13.6.6 PAYMENT OBLIGATIONS
Where a DI Issuer makes a payment pursuant to Rule 13.6.2, that payment must be
made to all Holders of DIs as soon as reasonably practicable.
Introduced 11/03/04, Amended 04/04/05 Origin SCH 3A.6.4B
13.6.7 BONUS ISSUES, RIGHTS ISSUES AND RECONSTRUCTIONS
If CDIs in respect of a class of Principal Financial Products are approved under
Rule 13.2, the Principal Issuer must administer all Corporate Actions (including
bonus issues, rights issues,
mergers and reconstructions) that result in the issue of additional or
replacement Financial Products in respect of the Principal Financial Products so
that:
(a) if the benefits conferred in a Corporate Action are additional or
replacement Principal Financial Products, those Principal Financial Products are
vested in the Depositary Nominee as Holder of the Principal Financial Products
and the benefits are distributed to Holders of CDIs in the form of CDIs
corresponding to those Principal Financial Products;
(b) additional or replacement CDIs are issued to Holders of CDIs based on
relevant Cum Entitlement Balances as at End of Day on the Record Date for the
Corporate Action on the same terms as would otherwise have applied if the
Holders of CDIs were Holders of the Principal Financial Products; and
(c) the benefit of Corporate Actions is conferred on Holders of CDIs in
proportions determined by the Transmutation Ratio.
Introduced 11/03/04 Origin SCH 3A.6.5 Amended 06/06/05
13.6.8 DIVIDEND REINVESTMENT AND BONUS SHARE PLANS
If CDIs in respect of a class of Principal Financial Products are approved under
Rule 13.2, the Principal Issuer must, in relation to any dividend investment
scheme or bonus share plan in respect of those Principal Financial Products:
(a) make available to Holders of CDIs, based on relevant Cum Entitlement
Balances as at End of Day on the Record Date for determining entitlements, all
benefits and entitlements arising under the dividend reinvestment scheme or
bonus share plan, as the case requires;
(b) distribute all benefits and entitlements arising under the dividend
reinvestment scheme or bonus share plan, as the case requires, to Holders of
CDIs in proportions determined by the Transmutation Ratio;
(c) ensure that any right under such a plan to elect to receive financial
products rather than cash is exercised by Holders of CDIs rather than the
Depositary Nominee; and
(d) if a Holder of CDIs elects to receive financial products, issue
Principal Financial Products to the Depositary Nominee and distribute
corresponding CDIs to the Holder of CDIs.
Introduced 11/03/04 Origin SCH 3A.6.6 Amended 06/06/05
13.6.9 EXERCISE OF HOLDER RIGHTS
If CDIs in respect of a class of Principal Financial Products are approved under
Rule 13.2, the Depositary Nominee must exercise any rights vested in it as the
Holder of the Principal Financial Products under any law (including any right to
institute legal proceedings as a holder of Financial Products), in accordance
with:
(a) any direction given by a Holder of CDIs; or
(b) any direction of Holders of CDIs given by ordinary resolution at a
meeting of Holders of CDIs.
Introduced 11/03/04 Origin SCH 3A.6.7 Amended 06/06/05
13.6.10 FRACTIONAL ENTITLEMENTS
If a Corporate Action gives Holders of Principal Financial Products a fractional
entitlement to additional or replacement financial products, the Principal
Issuer must ensure that:
(a) the number of additional or replacement financial products issued to
the Depositary Nominee is calculated as if each Holder of CDIs with respect to
the Depositary Nominee's Holdings is a Holder of a corresponding number of
Principal Financial Products; and
(b) Holders of CDIs receive additional or replacement CDIs reflecting the
entitlements so calculated.
Introduced 11/03/04 Origin SCH 3A.6.8 Amended 06/06/05
13.6.11 GENERAL DIRECTION AND ACKNOWLEDGMENT BY DEPOSITARY NOMINEE
A Depositary Nominee for a Principal Issuer:
(a) is taken to have directed the Principal Issuer to administer all
Corporate Actions of the Principal Issuer in the manner provided in these Rules;
and
(b) acknowledges that compliance with these Rules discharges the Principal
Issuer's obligation to make the benefit of a Corporate Action available to the
Depositary Nominee.
Introduced 11/03/04 Origin SCH 3A.6.9, 3A.6.10
13.6.12 TRANSMUTATIONS OF FINANCIAL PRODUCTS AND ASSOCIATED ENTITLEMENTS
Where, during an ex-period for a Corporate Action, Principal Financial Products
under Rules 13.1 to 13.13 are Transmuted in order to give effect to a transfer
of those Principal Financial Products, the transmutation of those Principal
Financial Products must be effected together with any associated Entitlement.
Introduced 11/03/04 Origin SCH 3A.6.11 Amended 06/06/05
13.7 TAKEOVERS
13.7.1 DEPOSITARY NOMINEE TO ACCEPT ONLY IF AUTHORISED BY HOLDERS OF CDIS
If a takeover offer in respect of Principal Financial Products is received by a
Depositary Nominee, the Depositary Nominee must not accept the offer except to
the extent that acceptance is authorised by Holders of CDIs with respect to the
Principal Financial Products under these Rules.
Introduced 11/03/04 Origin SCH 3A.7.1 Amended 06/06/05
13.7.2 ACCEPTANCE WITH RESPECT TO HOLDERS OF CDIS ON CHESS SUBREGISTER
If:
(a) Principal Financial Products are held by a Depositary Nominee; and
(b) the corresponding CDIs are held on a CHESS Subregister,
then the provisions of the Rules governing the processing of takeover
acceptances of Financial Products held on a CHESS Subregister apply as if the
CDIs were Financial Products of a listed public company and the Depositary
Nominee must accept a takeover offer with respect to Principal Financial
Products which it holds if and to the extent to which acceptances are received
and processed pursuant to the Rules.
Introduced 11/03/04 Origin SCH 3A.7.2 Amended 06/06/05
13.7.3 ACCEPTANCE WITH RESPECT TO HOLDERS OF CDIS ON ISSUER-SPONSORED
SUBREGISTER
If:
(a) Principal Financial Products are held by a Depositary Nominee; and
(b) corresponding CDIs are held on the Issuer Sponsored Subregister,
then the Depositary Nominee must:
(c) as soon as possible after the date of receipt of the takeover offer
from the offeror, despatch to each Holder of CDIs registered on the CDI Register
at the date of the offer, copies of the offer documentation, together with any
other documents despatched to target holders of the Principal Financial
Products; and
(d) ensure that the offer documentation despatched to Holders of CDIs
includes a Notice in a form acceptable to ASTC in accordance with the
Procedures.
Introduced 11/03/04 Origin SCH 3A.7.3 Amended 06/06/05
13.7.4 PROCESSING OF ACCEPTANCES FROM HOLDERS OF CDIS
Where the provisions of Rule 13.7.3 apply, the Depositary Nominee must ensure
that:
(a) the offeror receives and processes acceptances from Holders of CDIs or
appoints a receiving agent in Australia to receive and process acceptances with
respect to Holders of CDIs on the Issuer Sponsored Subregister; and
(b) either the offeror or the offeror's receiving agent provides the
Depositary Nominee with a clear statement of the number of Principal Financial
Products held by the Depositary Nominee with respect to which acceptances of
Holders of CDIs have been received,
in sufficient time to enable the Depositary Nominee to lodge a valid acceptance
of the offer with the offeror as holder of the Principal Financial Products.
Introduced 11/03/04 Origin SCH 3A.7.4
13.7.5 LIABILITY OF DEPOSITARY NOMINEE
The Depositary Nominee has no liability to:
(a) the Principal Issuer;
(b) Holders of Principal Financial Products;
(c) Holders of CDIs;
(d) any person claiming an interest in Principal Financial Products or
CDIs; or
(e) the takeover offeror,
with respect to lodging or not lodging takeover acceptances for the whole or any
part of its Holding of Principal Financial Products unless it:
(f) acts contrary to a statement of a receiving agent given under Rule
13.7.4(b) or contrary to the information supplied to it by ASTC regarding
takeover acceptances with respect to Holdings on the CHESS Subregister for the
CDIs;
(g) acts negligently or in breach of these Rules; or
(h) negligently fails to lodge the acceptance or acceptances before the
close of the offer period.
Introduced 11/03/04 Origin SCH 3A.7.5 Amended 06/06/05
13.8 VOTING ARRANGEMENTS
13.8.1 INTERPRETATION
For the purposes of Rule 13.8, "constitution of a Principal Issuer" means:
(a) in respect of a share, constitution as defined in the Corporations Act;
or
(b) in respect of a Financial Product other than a share, the document
which creates the right for a holder of Financial Products to attend and vote at
meetings of holders of Financial Products of that class and to appoint proxies
in respect of that voting.
Introduced 11/03/04 Origin SCH 3A.1.3
13.8.2 PRINCIPAL ISSUER TO NOTIFY HOLDERS OF CDIS
If a meeting is convened of Holders of a class of Principal Financial Products
vested in a Depositary Nominee for a Principal Issuer, the Principal Issuer must
send a Notice of the meeting to each Holder of CDIs at the address recorded in
the CDI Register at the same time as Notice of the meeting is sent to Holders of
the Principal Financial Products.
Introduced 11/03/04 Origin SCH 3A.8.1
13.8.3 HOLDERS OF CDIS MAY GIVE DIRECTIONS TO DEPOSITARY NOMINEE
Subject to Rule 13.8.8, the Depositary Nominee must appoint two proxies even if
under the constitution of the Principal Issuer, a Depositary Nominee has a right
to:
(a) appoint more than one proxy for the purpose of voting at a meeting of
the Principal Issuer; and
(b) cast different proxy votes for different parts of the Holding.
Introduced 11/03/04 Origin SCH 3A.8.2
13.8.4 PROXIES TO INDICATE RESULTS OF RESOLUTION
One of the two proxies so appointed in accordance with Rule 13.8.3 must indicate
the number of Principal Financial Products in favour of the resolution described
in the proxy, and the second proxy must indicate the number of Principal
Financial Products against the resolution described in the proxy.
Introduced 11/03/04 Origin SCH 3A.8.3 Amended 06/06/05
13.8.5 DETERMINING THE NUMBER OF FINANCIAL PRODUCTS FOR EACH PROXY
The manner in which the number of Principal Financial Products is determined for
each proxy is by:
(a) taking the number of CDIs in favour of the resolution;
(b) taking the number of CDIs against the resolution;
(c) applying the transmutation ratio to those CDIs; and
(d) entering the resultant number of Principal Financial Products on the
appropriate proxy.
Introduced 11/03/04 Origin SCH 3A.8.4 Amended 06/06/05
13.8.6 DEPOSITARY NOMINEE APPOINTING A SINGLE PROXY
If under the constitution of the Principal Issuer, a Depositary Nominee can only
appoint a single proxy, the Depositary Nominee must:
(a) take the number of CDIs in favour of the resolution;
(b) take the number of CDIs against the resolution;
(c) determine the net voting position either in favour of or against the
resolution;
(d) apply the transmutation ratio to those CDIs; and
(e) accordingly enter the resultant number of Principal Financial Products
on the proxy.
Introduced 11/03/04 Origin SCH 3A.8.5 Amended 06/060/05
13.8.7 VOTING INSTRUCTIONS BY DEPOSITARY NOMINEE
Where the appointed proxy or proxies are required to vote on multiple
resolutions, the Depositary Nominee must instruct the proxy or proxies to vote
in such manner as will in the reasonable opinion of the Depositary Nominee best
represent the wishes of the majority of Holders of CDIs.
Introduced 11/03/04 Origin SCH 3A.8.5A
13.8.8 DEPOSITARY NOMINEE TO APPOINT HOLDERS OF CDIS AS PROXY
The Depositary Nominee must appoint a Holder of CDIs or a person nominated by a
Holder of CDIs as its proxy for the purpose of attending and voting at a meeting
of the Principal Issuer where:
(a) the constitution of the Principal Issuer allows the Depositary Nominee
to appoint Holders of CDIs or a person nominated by a Holder of CDIs as its
proxy; and
(b) the Holder of CDIs has informed the Principal Issuer that the Holder
wishes to nominate another person to be appointed as the Depositary Nominee's
proxy.
Introduced 11/03/04 Origin SCH 3A.8.1
13.8.9 PRINCIPAL ISSUER MUST NOTIFY HOLDERS OF CDIS OF THEIR RIGHTS
The Principal Issuer must:
(a) include with the Notice of meeting distributed under Rule 13.8.2 a
Notice in a form acceptable to ASTC in accordance with the Procedures; and
(b) make appropriate arrangements to:
(i) collect and process any directions by Holders of CDIs;
(ii) provide the Depositary Nominee with a report in writing that
clearly shows how the Depositary Nominee must exercise its right to vote by
proxy at the meeting, in sufficient time to enable the Depositary Nominee to
lodge a proxy for the meeting; and
(iii) where a Holder of CDIs, or a person nominated by a Holder of
CDIs, is to be appointed the Depositary Nominee's proxy in accordance with Rule
13.8.8, collect and process all relevant proxy forms in sufficient time to
enable the Depositary Nominee to lodge a proxy or proxies for the meeting.
Introduced 11/03/04 Origin SCH 3A.8.6
13.8.10 DEPOSITARY NOMINEE TO CALL FOR A POLL
To the extent that it is able to do so, the Depositary Nominee must make or join
in any demand for a poll in respect of any matter at a meeting of the Principal
Issuer in accordance with any report in writing supplied by the Principal Issuer
under Rule 13.8.9(b)(ii).
Introduced 11/03/04 Origin SCH 3A.8.7
13.8.11 MEETINGS OF HOLDERS OF CDIS
If it is necessary or appropriate for a meeting of Holders of CDIs to be
convened for any purpose, including a purpose specified in these Rules:
(a) the meeting may be convened by the directors of the Principal Issuer to
which the CDIs relate, or in any other manner in which a meeting of holders of
Financial Products of the Principal Issuer may be convened under the law of the
place of formation of the Principal Issuer;
(b) the rights of Holders of CDIs to appoint a proxy, to vote on a show of
hands, to call for a poll and vote on a poll must be determined as if the
meeting were a meeting of holders of Financial Products of the Principal Issuer;
(c) the requirements for Notice of the meeting and the rules and procedures
for a meeting of Holders of CDIs must be the requirements, rules and procedures
that would apply to a meeting of holders of Financial Products of the Principal
Issuer.
Introduced 11/03/04 Origin SCH 3A.8.8
13.8.12 LIABILITY OF DEPOSITARY NOMINEES
The Depositary Nominee has no liability to:
(a) the Principal Issuer;
(b) Holders of Principal Financial Products;
(c) Holders of CDIs; or
(d) any person claiming an interest in Principal Financial Products or
CDIs,
with respect to any conduct or omission of the Depositary Nominee at or
connected with a meeting of Holders of Financial Products of a Principal Issuer,
unless the Depositary Nominee:
(e) acts contrary to a report of the Principal Issuer given under Rule
13.8.9(b)(ii);
(f) acts negligently or in breach of these Rules; or
(g) negligently fails to vote or lodge forms of proxy before the close of
the period within which proxies for the meeting may be lodged.
Introduced 11/03/04 Origin SCH 3A.8.9
13.9 SPECIFIC MODIFICATIONS TO RULES
13.9.1 MODIFICATIONS
The following modifications are made to the Rules in respect of the operation of
Section 13:
(a) Rule 8.1 does not apply.
(b) Rule 8.2.1(a) is varied by the insertion of the words "or CDIs that
are to be approved under Rules 13.1 to 13.13;" after Rule" 8.1".
(c) Rules 8.6.4 and 8.6.5 should be read as if references to the
"Commission" were references to "ASTC" and references to the "Corporations Act"
were references to "these Rules".
(d) The provisions of Rule 8.12 are modified by the provisions of Rules
13.9.2 to 13.9.6 below.
(e) Rule 5.2.1 is amended by insertion of the words "or CDIs that are to be
approved under Rules 13.1 to 13.13" after "8.1" in Rule 5.2.1.
(f) Rules 5.2.2 and 5.4.1 do not apply to a class of CDIs that is Approved
under Rules 13.1 to 13.13.
(g) Rule 5.4.2 is to be read as if the following provision is added to the
end of Rule 5.4.2, "A Principal Issuer may not cease to operate its Issuer
Sponsored Subregister unless ASTC agrees in writing."
(h) Rule 5.9 only applies where a Transfer is initiated by a Participant
which has the effect of a Conversion.
(i) Rules 5.13.1 and 5.13.3 are modified so that the references to "total
issued capital" must be read as references to "total number of CDIs".
(j) The provisions of Section 14 are taken to apply to CDIs as if the CDIs
were Financial Products in an Australian listed public company and the takeover
bid with respect to the Principal Financial Products was a takeover under the
Corporations Act.
Introduced 11/03/04 Origin SCH 3A.9.1 to 3A.9.5, 3A.9.8 to 3A.9.12, 3A.9.12A to
3A.9.19
Amended 04/04/05 06/06/05
13.9.2 CDI TO PRINCIPAL FINANCIAL PRODUCT TRANSMUTATION
A CDI to Principal Financial Product Transmutation may be initiated by a
Participant that Transmits a Valid Originating Message to ASTC in accordance
with the Procedures.
Introduced 11/03/04 Origin SCH 3A.9.6.1 Amended 06/06/05
13.9.3 ACTIONS OF ASTC
If an Originating Message Transmitted to ASTC complies with Rule 13.9.2 and
there are sufficient available CDIs in the Source Holding, ASTC must:
(a) deduct the number of CDIs specified in the Originating Message from the
Source Holding; and
(b) Transmit a Message to the Principal Issuer to transfer Principal
Financial Products in accordance with the Originating Message.
Introduced 11/03/04 Origin SCH 3A.9.6.2 Amended 04/04/05 06/06/05
13.9.4 PRINCIPAL ISSUER TO GENERATE TRUSTEE TRANSFER FORMS
If a Principal Issuer receives a Valid Message under Rule 13.9.3(b), the
Principal Issuer must, within the Scheduled Time:
(a) generate a Trustee Transfer Form in accordance with the Procedures; and
(b) register that Transfer in the Principal Register.
Introduced 11/03/04 Origin SCH 3A.9.6.3 Amended 04/04/05 06/06/05
13.9.5 TIME AT WHICH TRANSFER TAKES EFFECT
A Transfer initiated under Rule 13.9.4(a) is deemed to take effect at the time
ASTC deducts the number of CDIs specified in the Originating Message from the
Source Holding.
Introduced 11/03/04 Origin SCH 3A.9.6.4 Amended 06/06/05
13.9.6 AUTHORITY OF HOLDER OF CDI REQUIRED
A Participant must not transmit a Valid Originating Message which has the effect
of Transmuting CDIs to Principal Financial Products without the prior authority
of the Holder of CDIs.
Introduced 11/03/04 Origin SCH 3A.9.6.5
13.9.7 PRINCIPAL FINANCIAL PRODUCT TO CDI TRANSMUTATION
A Principal Financial Product to CDI Transmutation may be initiated by a
Participant that:
(a) lodges a properly completed document of Transfer and Certificate or
Marked Transfer with the Principal Issuer within the Scheduled Time; and
(b) Transmits a Valid Originating Message to ASTC in accordance with the
Procedures.
Introduced 11/03/04 Origin SCH 3A.9.7.1 Amended 06/06/05
13.9.8 ASTC TO REQUEST PRINCIPAL ISSUER TO AUTHORISE THE TRANSMUTATION
If an Originating Message Transmitted to ASTC complies with Rule 13.9.7(b), ASTC
will:
(a) Transmit to the Principal Issuer a Message requesting the Principal
Issuer to authorise the Transmutation of Principal Financial Products to CDIs in
accordance with that Originating Message; and
(b) specify the Registration Details in the Message to the Issuer to enable
the Issuer to validate the Registration Details, where applicable.
Introduced 11/03/04 Origin SCH 3A.9.7.2 Amended 04/04/05 06/06/05
13.9.9 PRINCIPAL ISSUER TO PROCESS THE TRANSFER
If a Principal Issuer receives:
(a) a properly completed document of Transfer and Certificate or Marked
Transfer; and
(b) a Valid Message under Rule 13.9.8 from ASTC pursuant to an Originating
Message,
the Principal Issuer must, within the Scheduled Time:
(c) enter the Transfer in the Principal Register;
(d) Transmit a Message to ASTC to Transfer the Financial Products in
accordance with the Originating Message; and
(e) in the case of a Message requesting the Principal Issuer to authorise a
Transfer where the Transfer has the effect of a Conversion, ensure the
Registration Details specified in the Message for the Target Holding match the
Registration Details maintained by the Principal Issuer for the Source Holding.
Introduced 11/03/04 Origin SCH 3A.9.7.3 Amended 04/04/05
13.9.10 ASTC TO ENTER FINANCIAL PRODUCTS INTO TARGET HOLDING
If ASTC receives a Valid Message under Rule 13.9.9(d), ASTC must enter Financial
Products into the Target Holding in accordance with the Originating Message.
Introduced 11/03/04 Origin SCH 3A.9.7.4
13.9.11 CONDITIONS FOR ISSUER'S AUTHORISATION OF A TRANSFER NOT MET
If the conditions for authorisation by the Issuer of a Transfer as stipulated in
Rule 13.9.9 are not met, the Issuer must, within the Scheduled Time:
(a) reject the Message; and/or
(b) return the properly completed document of Transfer and Certificate or
Marked Transfer to the Participant that lodged it without entering the Transfer
in the Principal Register,
whichever is relevant.
Introduced 11/03/04 Origin SCH 3A.9.7.5 Amended 09/05/05
13.9.12 TIME AT WHICH TRANSFER TAKES EFFECT
A Transfer initiated under Rule 13.9.7 takes effect when both the actions
described in Rule 13.9.9(c) and (d) are completed.
Introduced 11/03/04 Origin SCH 3A.9.7.6
13.9.13 ASTC MAY PURGE UNACTIONED MESSAGES
If a Principal Issuer receives a Message from ASTC under Rule 13.9.8 and does
not respond to ASTC under either Rule 13.9.9 or Rule 13.9.11 within the relevant
Scheduled Time for response, ASTC may purge the unactioned Message from the
Settlement Facility.
Introduced 09/05/05
13.10 SHUNTING BETWEEN REGISTERS
13.10.1 SHUNT FROM DI REGISTER TO PRINCIPAL REGISTER
Where a Holder gives Notice requesting that the Principal Issuer shunt all or
part of a Holding of DIs into Principal Financial Products, the Principal Issuer
must reduce that Holding by the
number specified in the Notice and take such steps as are necessary to shunt the
same number of Principal Financial Products from the relevant Segregated Account
to the Approved Clearing House account nominated in the Notice, within 3
Business Days of receipt of that Notice.
Introduced 11/03/04 Origin SCH 3A.10.1
13.10.2 SHUNT FROM PRINCIPAL REGISTER TO DI REGISTER
Where a Holder gives Notice requesting that the Principal Issuer shunt all or
part of a Holding of Principal Financial Products into DIs, the Principal Issuer
must take all necessary steps to shunt those Principal Financial Products to the
Segregated Account and enter the same number of DIs into a Holding in accordance
with the instructions given in the Notice, within 3 Business Days of receipt of
that Notice.
Introduced 11/03/04 Origin SCH 3A.10.2
13.11 TAX LAWS
13.11.1 PRINCIPAL ISSUER TO COMPANY WITH TAX LAWS
The Principal Issuer will use its best endeavours to:
(a) comply with all applicable Tax laws as agent and attorney of the
Depositary Nominee;
(b) ensure that the Depositary Nominee complies with all applicable Tax
laws; and
(c) not do any act or thing which creates a Tax liability, or not omit to
do any act or thing, the omission of which creates a Tax liability, which must
be discharged by the Depositary Nominee, unless provision has been made for the
discharge of the liability by some person other than the Depositary Nominee.
The obligations of the Principal Issuer and the Depositary Nominee are subject
to all relevant Tax laws.
Introduced 11/03/04 Origin SCH 3A.11.1, 3A.11.2
13.12 NOTICE
13.12.1 NOTICE TO HOLDERS OF CDI'S
Any obligation to give notice to Holders of CDIs under Rules 13.1 to 13.13 must
be discharged upon the Depositary Nominee giving notice to the Holder of CDIs at
the address of the Holder of CDIs noted on the CDI Register.
Introduced 11/03/04 Origin SCH 3A.12.1
13.13 GENERAL INDEMNITY
13.13.1 PRINCIPAL ISSUER TO INDEMNIFY THE DEPOSITARY NOMINEE
The Principal Issuer indemnifies the Depositary Nominee against all expenses,
losses, damages and costs that the Depositary Nominee may sustain or incur in
connection with:
(a) CDIs;
(b) its capacity as holder of Principal Financial Products;
(c) any act done, or required to be done, by the Principal Issuer (whether
or not on behalf of the Depositary Nominee) under Rules 13.1 to 13.13 of the
Rules; and
(d) any act otherwise done or required to be done by the Depositary Nominee
under Rules 13.1 to 13.13 of the Rules.
Introduced 11/03/04 Origin SCH 3A.13.1
8.6 CHESS SUBREGISTERS
8.6.1 STATUS OF CHESS SUBREGISTER
ASTC must administer, as agent of an Issuer in accordance with these Rules, a
CHESS Subregister for each class of the Issuer's Approved Financial Products to
which the following provisions apply:
(a) subject to paragraph (b), the CHESS Subregister for a class of an
Issuer's Approved Financial Products forms part of the Issuer's principal
register for that class of Financial Products; and
(b) if an Issuer's principal register for a class of Approved Financial
Products is located outside Australia, the CHESS Subregister forms part of the
Issuer's principal Australian register, notwithstanding the fact that the
Australian register is a branch register and forms a part of the Issuer's
principal register outside Australia.
Introduced 11/03/04 Origin SCH 5.1
8.6.2 INFORMATION RECORDED AND MAINTAINED ON A CHESS SUBREGISTER
ASTC must record and maintain on a CHESS Subregister for a class of Approved
Financial Products:
(a) the Registration Details and HIN of each person with a CHESS Holding of
Financial Products in that class; and
(b) in relation to each such person, the number of Financial Products held.
Introduced 11/03/04 Origin SCH 5.2.1
8.6.3 HIN NOT TO BE TAKEN TO BE INCLUDED IN A REGISTER
Except to the extent required by these Rules or the law, an Issuer must not
include a HIN in a register for the purpose of:
(a) the register being open for inspection; or
(b) furnishing a copy of the register or any part of the register.
Introduced 11/03/04 Origin SCH 5.2.2
8.6.4 NOTICE OF LOCATION OF STORED INFORMATION
As soon as a class of an Issuer's Financial Products are Approved, the Issuer
must:
(a) give notice to the Commission in accordance with Section 1301(1) of the
Corporations Act specifying (subject to Rule 8.6.5) the registered office of
ASTC as the situation of the place of storage of the information maintained by
ASTC on a CHESS Sub register;
(b) give a copy of that notice to ASTC; and
(c) give a copy of that notice to the exempt or special stock market or
exempt financial market where the Issuer's Financial Products are quoted.
Introduced 11/03/04 Origin SCH 5.2.3, 5.2.4
8.6.5 CHANGE OF LOCATION OF STORED INFORMATION
If the situation of the place of storage in relation to information maintained
by ASTC on a CHESS Subregister changes:
(a) ASTC must promptly give Notice to the Issuer of the new place of
storage; and
(b) the Issuer must give notice to the Commission of the new place of
storage in accordance with Section 1301(4) of the Corporations Act.
Introduced 11/03/04 Origin SCH 5.2.5
8.6.6 CLASSES OF HOLDINGS ON A CHESS SUBREGISTER
Holdings that may be maintained on a CHESS Subregister are:
(a) Holdings that are controlled by a Participant; or
(b) such other Holdings as are determined by ASTC, from time to time.
Introduced 11/03/04 Origin SCH 5.3.1
8.7 ESTABLISHING A HOLDER RECORD
8.7.1 RESTRICTIONS ON ESTABLISHING A HOLDER RECORD
A Participant must not Transmit a Message to establish a Holder Record in
relation to a person under Rule 8.7.2 unless:
(a) the person is a Related Body Corporate of the Participant; or
(b) the Participant holds a current Sponsorship Agreement executed by the
Participant and the person.
Introduced 11/03/04 Origin SCH 5.4.1A
8.7.2 ESTABLISHING A HOLDER RECORD
If a Participant Transmits a Valid Message to ASTC requesting ASTC to establish
a Holder Record that includes the matters specified in the Procedures, ASTC
must:
(a) establish a Holder Record on CHESS for that person;
(b) allocate a HIN to that Holder; and
(c) if the Holder Record has been established for a Participant Sponsored
Holder, promptly send a Notice in relation to that Holder Record to that
Participant Sponsored Holder.
If the Holder Record is in relation to a person that is a Participant Sponsored
Holder, the Participant must, in the absence of any specific alternative written
authority from that other person specify as the current Registration Details in
the Message, the name and address details for the person as recorded in the
Sponsorship Agreement.
Introduced 11/03/04 Origin SCH 5.4.1, 5.4.1B
8.7.3 HOLDER RECORD FOR HOLDING OF FOR FINANCIAL PRODUCTS
A Participant must determine whether the Residency Indicator of a Holder Record
is applicable to any new Holding of FOR Financial Products, and if it is not
applicable to the new Holding of FOR Financial Products and there is no existing
Holder Record with the appropriate Residency Indicator, the Participant must:
(a) establish a separate Holder Record for that new Holding with the
appropriate Residency Indicator; and
(b) transfer that Holding to that Holder Record.
Note: Because of differing definitions of "Foreign Person" under the governing
legislation or constitution of different Issuers with aggregate foreign
ownership restrictions, a Holder's status (for the purposes of settling
transactions in FOR Financial Products) may differ between Issuers.
Where these circumstances apply, Holders must have two distinct Holder Records
in CHESS; one with a Residency Indicator of "F" and another with a Residency
Indicator of "D". Holdings of particular Financial Products must then be linked
to the appropriate Holder Record.
Introduced 11/03/04 Origin SCH 5.4.3
8.7.4 INDEMNITY BY PARTICIPANT WHERE HOLDER RECORD ESTABLISHED INCORRECTLY
If, under Rule 8.7.2, a Participant has Transmitted a Valid Message requesting
ASTC to establish a Holder Record and that Message specifies the Holder Type as
Participant Sponsored Holder or specifies a Residency Indicator and any of the
following apply:
(a) the Participant is not authorised to establish the Holder Record;
(b) the Participant has provided incorrect details in the Message; or
(c) the Participant has provided an incorrect Residency Indicator in the
Message,
subject to Rule 8.7.5 the Participant indemnifies:
(d) ASTC from and against all losses, damages, costs and expenses which
ASTC may suffer or incur by reason of that unauthorised request or that
Transmission of incorrect Holder Record details or an incorrect Residency
Indicator; and
(e) if a Holding is established using incorrect Holder Record details or an
incorrect Residency Indicator, the Issuer from and against all losses, damages,
costs and expenses which the Issuer may suffer or incur by reason of that
Holding being established.
Introduced 11/03/04 Origin SCH 5.4.4, 5.4.5
8.7.5 LIMITATION ON PARTICIPANT INDEMNITY
A Participant is not liable to indemnify ASTC or an Issuer under Rule 8.7.4 if
the Participant has provided details which are consistent with the directions of
the relevant Holder for the purposes of holding FOR Financial Products and the
Participant had no reason to believe that those directions were incorrect.
Introduced 11/03/04 Origin SCH 5.4.6
8.8 ESTABLISHING A CHESS HOLDING
8.8.1 A CHESS HOLDING MAY BE ESTABLISHED
If a Holder Record for a person has been established and a HIN allocated and a
Message specifying that HIN to identify the Target Holding is Transmitted in any
of the following circumstances:
(a) a Participant Transmits a Valid Originating Message that initiates a
Demand Transfer or Conversion;
(b) ASTC Transmits a Valid Originating Message that initiates a Settlement
Transfer; or
(c) an Issuer Transmits a Valid Message to initiate a Holding Adjustment or
a Financial Products Transformation,
a CHESS Holding may be established by entering the Financial Products
specified in the Message into the Target Holding and, if a new CHESS Holding is
established ASTC must notify the Issuer:
(d) that a new Holding has been established; and
(e) of the Holder Record details.
Introduced 11/03/04 Origin SCH 5.5
8.9 REPORTING TO PARTICIPANT SPONSORED HOLDERS IN RESPECT OF DESPATCHED
FINANCIAL PRODUCTS
8.9.1 ISSUER TO SEND HOLDER A NOTICE
If:
(a) an Issuer makes available forms of application for an Offer of Approved
Financial Products; and
(b) an Approved Market Operator gives that Issuer approval for quotation of
those Financial Products,
the Issuer must, within 5 Business Days of receiving notification from ASTC that
a new CHESS Holding has been established under Rule 5.3.2, and provided the
Registration Details specified in the notification from ASTC match the
Registration Details specified in the application for the person to whom the
Financial Products have been allocated, send to the Holder of that Holding a
Notice that sets out:
(c) the HIN;
(d) the Registration Details; and
(e) the Holding Balance,
for the CHESS Holding as specified in the notification from ASTC.
Introduced 11/03/04 Origin SCH 5.4B
8.10 RESTRICTION ON CHESS HOLDINGS
8.10.1 RESTRICTIONS ON NUMBER OF JOINT HOLDERS
Unless permitted under an Issuer's constitution, a Participant must not
establish a CHESS Holding that would be held jointly by more than 3 persons.
Introduced 11/03/04 Origin SCH 5.6.1
8.10.2 PROHIBITION ON HOLDINGS OF LESS THAN A MARKETABLE PARCEL
A Participant must not initiate a Transfer of Financial Products if, by giving
effect to that Transfer, a new CHESS or Issuer Sponsored Holding of less than a
marketable parcel will be established unless:
(a) the Holding of less than a marketable parcel is expressly permitted
under an Issuer's constitution; or
(b) the Transfer establishes a new Settlement Holding or Accumulation
Holding.
Introduced 11/03/04 Origin SCH 5.7
8.10.3 EQUITABLE INTERESTS
Unless required by these Rules or the law, ASTC need not record on the CHESS
Subregister, and is not required to recognise:
(a) any equitable, contingent, future or partial interest in any Financial
Product; or
(b) any other right in respect of a Financial Product,
except an absolute right of legal ownership in the registered Holder.
Introduced 11/03/04 Origin SCH 5.8
8.11 CONFIDENTIALITY
8.11.1 NO DISCLOSURE EXCEPT IN CERTAIN CIRCUMSTANCES
Unless required by these Rules or the law, or with the express consent of the
Holder, or of the duly appointed attorney, agent or legal personal
representative of that Holder, neither an Issuer nor a Participant may disclose:
(a) the HIN of a CHESS Holding;
(b) the PID of the Controlling Participant of a CHESS Holding; or
(c) the SRN for the Holder of an Issuer Sponsored Holding,
other than to:
(d) the Holder of that Holding;
(e) the Holder's duly appointed attorney, agent or legal personal
representative;
(f) if the Holding is a CHESS Holding, the Controlling Participant for that
Holding; or
(g) ASTC.
Introduced 11/03/04 Origin SCH 5.9.1
8.11.2 REQUEST FOR INFORMATION BY A PARTICIPANT
For the purpose of Rule 8.11.1(e), if a Participant provides a request to an
Issuer in acceptable form or a written request to another Participant for:
(a) details of the SRN of a Holding on the Issuer Sponsored Subregister;
(b) the Holding Balance of a Holding on the Issuer Sponsored Subregister;
(c) the HIN of a CHESS Holder; or
(d) the PID of the Controlling Participant of the CHESS Holding,
the requesting Participant:
(e) is taken to have warranted to the Issuer or the other Participant that
it is the duly appointed agent of the Holder for the purposes of obtaining the
details requested;
(f) indemnifies the Issuer or the other Participant in respect of any loss
which the Issuer or the other Participant may suffer as a result of the
requesting Participant not being authorised to request the information provided;
and
(g) is, in the case of a request to the Issuer, taken to have acknowledged
that:
(i) the details provided by the Issuer represent information currently
available to the Issuer at the time of response and excludes unregistered
transactions; and
(ii) the Issuer will not be liable for any loss incurred by the Holder
or the Participant as a result of reliance on the details provided, in the
absence of information not available to the Issuer at the time of providing
those details.
Note: A Participant may request SRN and Issuer Sponsored Holding Balance details
from an Issuer via CHESS message where the Participant is permitted to establish
and maintain Sponsored Holdings under Rule 6.3 and has provided ASTC with a
Sponsorship Bond of $500,000, refer Rule 6.7.
Introduced 11/03/04 Origin SCH 5.9.2, 5.9.3 Amended 04/04/05
8.11.3 DISCLOSURE OF INFORMATION REGARDING FINANCIAL PRODUCTS
Subject to Rule 8.11.4, or unless otherwise required by these Rules or the law,
ASTC must not disclose any information regarding Financial Products in a CHESS
Holding other than to:
(a) the Holder of that Holding;
(b) the Controlling Participant for that Holding;
(c) the Issuer of the Financial Products; or
(d) if Rule 14.13 applies in relation to a takeover bid any of the
following:
(i) the bidder;
(ii) the CHESS Bidder; or
(iii) any agent that the bidder or the CHESS Bidder engages to prepare
and distribute offer documentation or process takeover acceptances.
Introduced 11/03/04 Origin SCH 5.9.4
8.11.4 CIRCUMSTANCES WHERE ASTC MAY DISCLOSE INFORMATION
ASTC may disclose information regarding Financial Products in a CHESS Holding,
including information in relation to deductions from or transfers to a CHESS
Holding, any relevant Source or Target Holdings and Holder Record details, to:
(a) the Commission;
(b) the Reserve Bank of Australia;
(c) an Approved Market Operator;
(d) an Approved Clearing Facility;
(e) the home regulator of a Foreign Clearing House; or
(f) SEGC
where that body, in the proper exercise of its powers and in order to assist it
in the performance of its regulatory functions (or in the case of SEGC, its
regulatory or other functions), requests that ASTC provide the information to
it.
Without limiting the above, ASTC may disclose to the Reserve Bank of Australia
any confidential information of a Facility User that is supplied to ASTC in
connection with the Real Time Gross Settlement of a transaction and that is
required, in accordance with interface specifications, to be included by ASTC in
any message sent to the Reserve Bank of Australia across the Feeder System
interface with RITS/RTGS.
Introduced 11/03/04 Origin SCH 5.9.6
8.11.5 COPYRIGHT INFORMATION SUPPLIED TO ASTC
To the extent that a Participant or an Issuer has copyright in the information
supplied to ASTC under these Rules, then, subject to Rule 8.11.1 or 8.11.2, the
Participant or the Issuer, as the case requires, grants ASTC a licence to
reproduce that information to the extent deemed necessary by ASTC.
Introduced 11/03/04 Origin SCH 5.9.5
8.11.6 REQUEST BY PARTICIPANT FOR PID
If a Participant provides a request to ASTC for the PID of the Controlling
Participant in relation to a particular HIN ASTC may disclose:
(a) the PID of the Controlling Participant;
(b) the status of the Controlling Participant; and
(c) the status of the HIN.
The requesting Participant:
(d) is taken to have warranted to ASTC and the Controlling Participant that
it is the duly appointed agent of the Holder for the purposes of obtaining the
details requested; and
(e) indemnifies ASTC or any other Participant in respect of any loss which
ASTC or the other Participant may suffer as a result of the requesting
Participant not being authorised to request the information provided.
Introduced 09/05/05
8.12 REGISTRATION DATE
8.12.1 THE DATE TO BE RECORDED FOR REGISTRATION PURPOSES
If a Transfer is not a CHESS to CHESS Transfer, the date to be recorded as the
date Financial Products are entered into a Target Holding for registration
purposes is:
(a) if the Source Holding is a CHESS Holding, the date, as evidenced by the
CHESS processing timestamp, that ASTC Transmits to the Issuer the Message to
Transfer the Financial Products; or
(b) if the Source Holding is an Issuer Sponsored Holding, the date the
Issuer Transmits to ASTC the Message authorising the Transfer of the Financial
Products.
Introduced 11/03/04 Origin SCH 5.10
8.13 CHESS SUBREGISTER TO REMAIN OPEN ON EACH BUSINESS DAY
8.13.1 ASTC TO KEEP CHESS SUBREGISTER OPEN AND MUST PROCESS MESSAGES
On any Business Day, ASTC:
(a) unless otherwise provided in these Rules, must not close a CHESS
Subregister; and
(b) must process Messages in accordance with these Rules.
Introduced 11/03/04 Origin SCH 5.11
8.14 CLOSURE OF A CHESS SUBREGISTER
8.14.1 CLOSURE OF A CHESS SUBREGISTER - OTHER THAN WHERE FINANCIAL PRODUCTS
LAPSE, EXPIRE, MATURE ETC.
Unless Rule 8.14.2 applies, if:
(a) ASTC revokes Approval of a class of an Issuer's Financial Products
under Rule 8.4.1(e) or 8.5.4; or
(b) Approval of a class of an Issuer's Financial Products ceases under Rule
8.4.8,
ASTC and the Issuer must take such steps as may be necessary to effect the
orderly closure of any affected CHESS Subregister, including without limitation:
(c) ASTC giving such Notice as is reasonably practicable to the Issuer and
each Participant of:
(i) the date of closure of the CHESS Subregister; and
(ii) the last day on which ASTC will process Messages or classes of
Messages Transmitted by the Issuer or Participants;
(d) the Issuer using its best endeavours to ensure that all outstanding
processing that affects CHESS Holdings in that class is completed prior to the
date of closure of the CHESS Subregister;
(e) ASTC, on the date of closure of the CHESS Subregister:
(i) removing all Holdings on that Subregister to an Issuer Sponsored
Subregister; and
(ii) giving Notice to the Issuer that the CHESS Subregister has been
closed;
(f) ASTC sending a Holding statement in accordance with Rule 8.18.6 to each
Participant Sponsored Holder of Financial Products on the CHESS Subregister
advising that the Holding has been Converted to an Issuer Operated Subregister;
and
(g) on the day of such closure or on any subsequent Business Day ASTC may
archive that CHESS Subregister provided that on the archiving day it must notify
the Issuer and Participants confirming the archival of that Subregister.
Introduced 11/03/04 Origin SCH 5.12.1, 5.12.2
8.14.2 CLOSURE OF A CHESS SUBREGISTER - WHERE FINANCIAL PRODUCTS LAPSE, EXPIRE,
MATURE ETC.
If a class of Approved Financial Products ceases to be quoted because the
Financial Products have lapsed, expired, matured or have been redeemed, paid up
or Reconstructed, subject to Rules
8.14.3 and 14.21.4, ASTC may archive the CHESS Subregister for that class of
Financial Products:
(a) in the case of the class of Approved Financial Products being warrants
eligible to be traded under the operating rules of an Approved Market Operator
not less than 10 Business Days after the date on which the cessation occurred;
(b) in the case of any other class of Approved Financial Products not less
than 20 Business Days after the date on which the cessation occurred; and
if ASTC archives a CHESS Subregister under this Rule 8.14.2, ASTC must:
(c) subject to Rule 8.14.3, reject all Messages Transmitted by the Issuer
or Participants that affect a CHESS Holding on that Subregister; and
(d) notify the Issuer, and each Participant confirming the archival of that
Subregister.
Introduced 11/03/04 Origin SCH 5.13.1, 5.13.2 Amended 10/06/04
8.14.3 REPORT FACILITIES TO BE PROVIDED BY ASTC
ASTC must provide Report facilities to the Issuer and Participants for a period
of not less than 10 Business Days for warrants eligible to be traded under the
operating rules of an Approved Market Operator and not less than 20 Business
Days in the case of any other class of Approved Financial Products following the
cessation of a CHESS Subregister under Rule 8.14.2.
Introduced 11/03/04 Origin SCH 5.13.3 Amended 10/06/04
2.1 GENERAL PRINCIPLES OF INTERPRETATION
In these Rules, unless the context otherwise requires:
(a) a reference to any legislation or legislative provision includes any
statutory modification or re-enactment of, or legislative provision substituted
for, and any regulation or statutory instrument issued under, that legislation
or legislative provision;
(b) a reference to the operating rules of an Approved Clearing Facility,
the operating rules of an Approved Market Operator, the Listing Rules, these
Rules, the Procedures or the Fees and Charges Schedule is a reference to the
operating rules, the Procedures or the Schedule as modified or amended from time
to time;
(c) the singular includes the plural and vice-versa;
(d) a reference to person, body, corporation, trust, partnership,
unincorporated body, firm, association, authority or government includes any of
them;
(e) a word denoting any gender includes all genders;
(f) if a word or expression is given a particular meaning, another part of
speech or grammatical form of that word or expression has a corresponding
meaning;
(g) a reference to power includes a reference to authority and discretion;
(h) a reference to a Rule (eg Rule 2.4) includes a reference to all
sub-Rules included under that Rule (eg Rule 2.5.4);
(i) a reference to a Section (eg Section 2) includes a reference to all
Rules and sub-Rules within that Section;
(j) a reference to any Rule or Procedure is a reference to that Rule or
Procedure as amended from time to time;
(k) a reference to time is to the time in Sydney, Australia;
(l) a reference to currency is a reference to Australian currency;
(m) a reference to writing includes typing, printing, lithography,
photography, telex, facsimile or any other mode of representing or reproducing
words in a visible form;
(n) where there is a reference to the power of ASTC to make, demand or
impose a requirement there is a corresponding obligation of the relevant
Participant to comply with that demand or requirement in all respects; and
(o) a reference to ASTC notifying or giving notice to a Participant or
vice-versa is a reference to notifying or giving notice in accordance with Rule
1.10.
Introduced 11/03/04 Origin SCH 21.1
2.2 WORDS AND EXPRESSIONS DEFINED IN THE CORPORATIONS ACT
2.2.1 WORDS AND EXPRESSIONS DEFINED HAVE THE SAME MEANING IN THESE RULES
Words and expressions defined in the Constitutions or the Corporations Act will
unless otherwise defined or specified in these Rules, or the contrary intention
appears, have the same meaning in these Rules.
Introduced 11/03/04 Origin SCH 21.1.2 Amended 04/04/05
2.3 HEADINGS AND INTRODUCTORY OVERVIEW
2.3.1 HEADINGS AND INTRODUCTORY OVERVIEW FOR CONVENIENCE OF REFERENCE ONLY
In these Rules, headings and the introductory overview at the beginning of each
Section are for convenience of reference only and do not affect interpretation
of the Rules or the Procedures.
Introduced 11/03/04 Origin SCH 21.2.1
2.4 CONDUCT, ACTS AND OMISSIONS
2.4.1 REFERENCES TO CONDUCT OR DOING ANY ACT OR THING
In these Rules:
(a) a reference to conduct or engaging in conduct includes a reference to doing,
refusing to do or omitting to do, any act, including the making of, or the
giving effect to a provision of, an agreement; and
(b) unless the contrary intention appears, a reference to doing, refusing or
omitting to do any act or thing includes a reference to causing, permitting or
authorising:
(i) the act or thing to be done; or
(ii) the refusal or omission to occur.
Introduced 11/03/04 Origin SCH 21.3.1, 21.3.5
2.4.2 CONDUCT BY OFFICERS, EMPLOYEES, AGENTS AND THIRD PARTY PROVIDERS
In these Rules, conduct engaged in on behalf of a person:
(a) by an officer, employee, Third Party Provider or other agent of the person
within the scope of the actual or apparent authority of the officer, employee,
Third Party Provider or other agent; or
(b) by any other person at the direction or with the consent or agreement
(whether express or implied) of an officer, employee, Third Party Provider or
other agent of the person, where the
giving of the direction, consent or agreement is within the scope of the actual
or apparent authority of the officer, employee, Third Party Provider or other
agent,
is taken to have been engaged in also by the person.
Introduced 11/03/04 Origin SCH 21.3.2
2.4.3 STATE OF MIND OF A PERSON
If for the purposes of these Rules in respect of conduct engaged in by a person,
it is necessary to establish the state of mind of the person, it is sufficient
to show that an officer, employee, Third Party Provider or other agent of the
person, being an officer, employee, Third Party Provider or other agent by whom
the conduct was engaged in within the scope of the actual or apparent authority
of that officer, employee, Third Party Provider or other agent, had that state
of mind.
In this Rule 2.4.3, a reference to the state of mind of a person includes a
reference to the knowledge, intention, opinion, belief or purpose of the person
and the person's reasons for the person's intention, opinion, belief or purpose.
Introduced 11/03/04 Origin SCH 21.3.3, 21.3.4
2.5 REGARD TO BE HAD TO PURPOSE OR OBJECT OF RULES
2.5.1 CONSTRUCTION TO PROMOTE PURPOSE OF RULES
In the interpretation of a Rule, a construction that would promote the purpose
or object underlying the Rules (whether that purpose or object is expressly
stated in the Rules or not) is to be preferred to a construction that would not
promote that purpose or object.
Introduced 11/03/04 Origin SCH 21.4.1
2.6 EXAMPLES AND NOTES
2.6.1 USE OF EXAMPLES AND NOTES
If these Rules include an example of, or a note about, the operation of a Rule:
(a) the example or note is not to be taken to be exhaustive; and
(b) if the example or note is inconsistent with the Rule, the Rule prevails.
Introduced 11/03/04 Origin SCH 21.5.1
2.7 CHANGE OF NAME
2.7.1 REFERENCE TO A BODY OR OFFICE UNDER A FORMER NAME
If:
(a) the name of a body is changed in accordance with the law (whether or not the
body is incorporated); or
(b) the name of an office is changed by law,
then a reference in these Rules to the body or office under any former name,
except in relation to matters that occurred before the change took effect, is
taken as a reference to the body or office under the new name.
Introduced 11/03/04 Origin SCH 21.6
2.8 EFFECT OF AMENDMENT TO RULES AND PROCEDURES
2.8.1 WHERE AMENDMENTS TO RULES AND PROCEDURES ARE MADE
Unless expressly stated otherwise, where a Rule or Procedure is:
(a) amended;
(b) deleted; or
(c) lapses or otherwise ceases to have effect,
that circumstance does not:
(d) revive anything not in force or existing at the time at which that
circumstance takes effect;
(e) affect the previous operations of that Rule or Procedure or anything done
under that Rule or Procedure;
(f) affect any right, privilege, obligation or liability acquired, accrued or
incurred under that Rule or Procedure;
(g) affect any penalty, forfeiture, suspension, expulsion or disciplinary action
taken or incurred in respect of any contravention of that Rule or Procedure; or
(h) affect any investigation, disciplinary proceeding or remedy in respect of
any such right, privilege, obligation, liability, penalty, forfeiture,
suspension, expulsion or disciplinary action, and any such investigation,
disciplinary proceeding or remedy may be instituted, continued or enforced, and
any such penalty, forfeiture, suspension, expulsion or disciplinary action may
be imposed as if the circumstance had not taken effect.
Introduced 11/03/04 Origin OCH 19.2.5
2.9 RULES IN FORCE AT TIME OF CONTRAVENTION
2.9.1 DETERMINING A CONTRAVENTION OF THE RULES
Unless expressly stated otherwise, in determining whether the act or omission of
a party constitutes a contravention of the Rules, the matter will be determined
with regard to the Rules in force at the time of the relevant act or omission.
Introduced 11/03/04 Origin OCH 19.2.6 Amended 10/06/04
2.10 SPECIFIC DEFINITIONS FOR THE PURPOSE OF THE CORPORATIONS ACT AND OTHER
LEGISLATION
2.10.1 ASTC REGULATED TRANSFERS
For the purposes of the definition of "ASTC-regulated transfer" in Regulation
1.0.02 of the Corporations Regulations, any Transfer or purported Transfer of
Approved Financial Products, whether or not effected in accordance with the
Rules, is an ASTC-regulated transfer. A reference to an 'SCH regulated transfer'
in any legislation or regulation means an ASTC-regulated transfer. Any
ASTC-regulated transfer is, for the purposes of the Corporations Regulations, to
be taken, and always to have been, a proper ASTC transfer.
Introduced 11/03/04 Origin SCH 21.9.1
2.10.2 CHESS SUBREGISTER
For the purposes of the definition of "ASTC subregister" in Regulation 7.11.01
of the Corporations Regulations, a CHESS Subregister is an ASTC subregister.
Introduced 11/03/04
2.10.3 REFERENCES TO SCH
Where legislation refers to "SCH" or "Securities Clearing House", references in
these Rules to ASTC are taken to be references to "SCH" or "Securities Clearing
House" for the purposes only of that legislation.
Introduced 11/03/04
2.11 ENTERING AND DEDUCTING FINANCIAL PRODUCTS FROM HOLDINGS
2.11.1 REFERENCES TO ENTERING OR DEDUCTING FINANCIAL PRODUCTS
In these Rules, a reference to entering a number of Financial Products into a
Holding is a reference to:
(a) if the Holding does not exist at the time of the entry, establishing the
Holding with a Holding Balance equal to that number of Financial Products; or
(b) if the Holding already exists at the time of the entry, adding that number
of Financial Products to the Holding Balance of the Holding.
In these Rules, a reference to deducting a number of Financial Products from a
Holding is a reference to:
(c) if the Holding Balance of the Holding is equal to that number, removing the
Holding from the register; and
(d) if the Holding Balance of the Holding is greater than that number,
subtracting that number of Financial Products from the Holding Balance.
Introduced 11/03/04 Origin SCH 21.11
2.12 MEANING OF RESERVATION AND RELEASE OF FINANCIAL PRODUCTS FOR SUBPOSITION
PURPOSES
2.12.1 RESERVATION IN A SUBPOSITION
For the purposes of these Rules, a number of Financial Products in a CHESS
Holding are reserved in a Subposition if:
(a) the Subposition is created over that number of Financial Products; or
(b) an existing reservation in a Subposition of Financial Products in that
Holding is increased by that number of Financial Products.
Introduced 11/03/04 Origin SCH 21.12.1
2.12.2 RELEASE FROM A SUBPOSITION
For the purposes of these Rules, a number of Financial Products in a CHESS
Holding are released from a Subposition if:
(a) the Subposition over that number of Financial Products is removed; or
(b) where the total number of Financial Products in the Holding that are
reserved in the Subposition exceeds the number of Financial Products specified
to be released, the Subposition reservation is reduced by that specified number
of Financial Products.
Introduced 11/03/04 Origin SCH 21.12.2
2.13 DEFINITIONS
2.13.1 DEFINITIONS USED IN THE RULES
In these Rules, unless the context otherwise requires:
"ABN" stands for Australian Business Number and means a person's number as
shown in the Australian Business Register.
"ACCEPTANCE FORM" means a document that enables a person to communicate to
an Issuer an election in relation to a Corporate Action, including (without
limitation):
(a) an entitlement & acceptance form;
(b) a provisional letter of allotment; and
(c) an application form (whether or not attached to a prospectus).
"ACCOUNT PARTICIPANT" means a Participant admitted to participate in the
Settlement Facility under Rule 4.5.
"ACCOUNTANT" means a member of the Australian Society of Certified
Practising Accountants, the Institute of Chartered Accountants in Australia or
other body approved by ASTC.
"ACCRUED BATCH INSTRUCTION" means a Batch Instruction generated by ASTC to
effect a distribution of Financial Products arising from a Corporate Action.
"ACCRUED DVP BATCH INSTRUCTION" means an Accrued Batch Instruction with a
Settlement Amount that is scheduled to settle in DvP Batch Settlement.
"ACCRUED RTGS INSTRUCTION" mean an RTGS Instruction generated by ASTC to
effect a distribution of Financial Products arising from a Corporate Action.
"ACCUMULATION ACCOUNT" means a Holder Record maintained by a Settlement
Participant for the purpose of facilitating settlement of transactions in
Approved Financial Products with non-Participant clients.
"ACCUMULATION HOLDING" means a Holding of Financial Products for which the
Holder Record is an Accumulation Account.
"ACH" means Australian Clearing House Pty. Limited (ABN 48 001 314 503).
"ADMISSION FORM" means an admission form, as specified by ASTC from time to
time, for use by a Participant seeking to become a Participant in the Settlement
Facility.
"AIC" stands for Access Identification Code and means a unique code
allocated by ASTC under Rule 16.14.
"AIF" stands for Automated Information Facility and means the service so
designated that is offered by the Reserve Bank of Australia in connection with
RITS/RTGS.
"AIS" means ASX International Services Pty Limited (ABN 62 089 068 913).
"ALLOCATION COMPONENT" means, without limitation, in respect of an Offer:
(a) a Firm Allocation Component;
(b) a book-build; or
(c) a placement.
"ALLOCATION INTEREST" means a journal entry on a CHESS or Issuer operated
record:
(a) representing an Approved Financial Product applied for, or to be
applied for, under an Offer; and
(b) by which the Issuer calculates the number of Approved Financial
Products to be issued or disposed under Rule 15.27.
"APPEAL" means an appeal to the Appeal Tribunal against:
(a) a determination of the Disciplinary Tribunal under Section 12;
(b) rejection of an application for Participation under Section 4;
(c) action taken against a Participant under Section 12; or
(d) revocation or impending revocation of ASTC Approval of a class of an
Issuer's Financial Products under Section 8 or Section 12.
"APPEAL NOTICE" means a Notice given to appeal decisions made under the
Rules.
"APPEAL TRIBUNAL" means the tribunal established under Section 8 or Section
12 for the purpose of hearing Appeals.
"APPLICATIONS CLOSE DATE" means the date by which a person must submit an
Acceptance Form to an Issuer if the person wishes to subscribe for new or
additional Financial Products.
"APPROVED AGENT" means a person who has such qualifications for the
purposes of Section 12 as ASTC or ASTC determines and who is appointed by the
Managing Director of ASTC.
"APPROVED CLEARING FACILITY" means a CS Facility approved by ASTC as an
Approved Clearing Facility and specified in the Procedures.
"APPROVED CLEARING HOUSE" means a settlement and deposit system for the
safe custody, delivery and payment of Principal Financial Products or
Participating International Financial Products, approved by ASTC for the
purposes of establishing a Segregated Account.
"APPROVED FINANCIAL PRODUCTS" means a Financial Product approved by ASTC in
accordance with Section 8 or Section 13.
"APPROVED MARKET OPERATOR" means a Market Operator approved by ASTC as an
Approved Market Operator and specified in the Procedures.
"ASTC" means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008
504 532).
"ASTC INDEMNITY" means the indemnity in Rule 3.6.7.
"ASTC REGULATED TRANSFER" means any Transfer or purported Transfer of
Approved Financial Products.
"ASX" means Australian Stock Exchange Limited (ABN 98 008 624 691).
"ASX GROUP" means ASX and its subsidiaries and controlled entities.
"ASX BUSINESS RULES" means the operating rules (excluding the Listing
Rules) of ASX.
"ASX WORLD LINK AGREEMENT" means the agreement between AIS and a Settlement
Participant which is a Market Participant for participation in the ASX World
Link Service as displayed on the ASX World Link Website from time to time.
"ASX WORLD LINK SERVICE" has the same definition as that set out in the ASX
World Link Agreement.
"ASX WORLD LINK WEBSITE" means in relation to the ASX World Link Service
the information (whether data, text, images, speech or otherwise) concerning the
ASX World Link Service displayed from time to time by AIS or a Related Body
Corporate of ASX on the internet at the URL: https://www.asxonline.com, or at
any other additional or replacement URL notified by AIS to Participants from
time to time, as that information is varied from time to time.
"AUSTRALIAN ADI" has the meaning it has in the Corporations Act.
"AUSTRALIAN ADI ACCOUNT" means an account held with an Australian ADI.
"AUTHORISED COPY" in relation to documents specified under Section 6 of
these Rules, means a true and complete copy of the document in a form authorised
by ASTC.
"AUTHORISED PERSON" means any person who has actual authority of the
Facility User to cause Messages to be Transmitted by that Facility User.
"AVAILABLE CREDIT" in Section 11, has the meaning given in Rule 11.20.3.
"AVAILABLE FINANCIAL PRODUCTS" means Financial Products that are:
(a) not in a Locked Holding;
(b) in the case of Financial Products in an Issuer Sponsored Holding, not
reserved under the Listing Rules for the benefit of an Offeror in relation to a
takeover scheme;
(c) in the case of Financial Products in a CHESS Holding, not reserved in a
Subposition.
"BANK" means the person that operates the clearing facility for inter-bank
payments on behalf of ASTC and may, where permitted by the Reserve Bank of
Australia, include ASTC and for the purposes of the Standard Payments Provider
Deed is known as the CHESS Bank.
"BANKRUPTCY" means:
(a) in the case of a body corporate, where:
(i) an administrator of the body corporate is appointed under section
436A, 436B or 436C of the Corporations Act;
(ii) the body corporate commences to be wound up or ceases to carry on
a business;
(iii) a receiver, or a receiver and manager, of property of the body
corporate is appointed, whether by a court or otherwise; or
(iv) the body corporate enters into a compromise or arrangement with
its creditors or a class of them; or
(b) in the case of a natural person, where:
(i) a creditor's petition or a debtor's petition is presented under
Division 2 or 3, as the case may be, of Part IV of the Bankruptcy Act 1966
against the person, the partnership in which the person is a partner, or two or
more joint debtors who include the person;
(ii) the person's property becomes subject to control under Division 2
of Part X of the Bankruptcy Act 1966;
(iii) the person executes a deed of assignment or deed of arrangement
under Part X of the Bankruptcy Act 1966;
(iv) the person's creditors accept a composition under Part X of the
Bankruptcy Act 1966; or
(v) the person's creditors accept a debt agreement proposal under Part
IX of the Bankruptcy Act 1996,
and, where a reference is made to a Division or Part of the Bankruptcy Act 1966,
that reference includes a reference to the provisions of a law of an external
territory, or a country other than Australia or an external territory, that
correspond to that Division or Part.
"BATCH INSTRUCTION" means an instruction to ASTC to effect:
(a) a Settlement Transfer in Batch Settlement and, if the instruction is
for value, payment in DvP Batch Settlement; or
(b) in respect of a Payment Batch Instruction, payment in Batch Settlement,
and includes:
(a) a CCP Net Batch Instruction;
(b) a CCP Gross Batch Instruction;
(c) a CCP Derivatives Payment Batch Instruction;
(d) a Dual Entry Batch Instruction;
(e) a Dual Entry Payment Batch Instruction;
(f) a Single Entry Batch Instruction; and
(g) a Direct Batch Instruction.
"BATCH SETTLEMENT" means the process by which transactions are settled in
the Settlement Facility in accordance with Section 10 whether or not in DvP
Batch Settlement.
"BUSINESS DAY" means a day other than:
(a) a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day; and
(b) any other day which ASTC notifies Facility Users is not a Business Day.
"BUSINESS HOURS" means the hours between Start of Day and End of Day.
"CASH SUB-RECORD" means a CHESS record:
(a) ancillary to a Participant's Net Position Record; and
(b) tagged with an RTGS Account Identifier,
that tracks amounts to be debited or credited, on settlement of an RTGS
Instruction, to the account of the Participant linked to that RTGS Account
Identifier.
"CCP" means ACH and any other person nominated by ASTC and approved by the
Commission when operating as a central counterparty to a transaction novated in
accordance with the operating rules of an Approved Clearing Facility.
"CCP BATCH INSTRUCTION" means either a CCP Gross Batch Instruction or a CCP
Net Batch Instruction.
"CCP DERIVATIVES PAYMENT BATCH INSTRUCTION" means an Instruction notified
by CCP to ASTC for settlement in relation to a derivatives payment in Batch
Settlement on each Business Day;
"CCP GROSS BATCH INSTRUCTION" means a Batch Instruction (excluding a Dual
Entry Payment Batch Instruction) to give effect to a transaction that has been
novated to CCP but that has not been netted in accordance with the operating
rules of the Approved Clearing Facility.
"CCP GROSS RTGS INSTRUCTION" means an RTGS Instruction to give effect to a
transaction that has been novated to CCP but that has not been netted in
accordance with the operating rules of the Approved Clearing Facility.
"CCP NET BATCH INSTRUCTION" means a Batch Instruction (excluding a Dual
Entry Payment Batch Instruction) to give effect to a transaction that has been
novated to CCP and netted in accordance with the operating rules of the Approved
Clearing Facility.
"CDI" stands for CHESS Depositary Interest and means a unit of beneficial
ownership in a Principal Financial Product, registered in the name of the
Depositary Nominee, and includes:
(a) CUFS; and
(b) DIs.
"CDI REGISTER" means a register of CDI Holdings maintained by a Principal
Issuer under the Rules, consisting of:
(a) an Issuer-Sponsored Subregister of Holders of CDIs and a CHESS
Subregister of Holders of CDIs; or
(b) with the consent of ASTC, a CHESS Subregister of Holders of CDI.
Note: ASTC may consent to a CDI Register consisting of a CHESS Subregister
only, where the relevant offer is limited to institutional Holders.
"CERTIFICATE" means any document issued to a Holder of Principal Financial
Products or Participating International Financial Products as evidence of that
Holder's title to those Principal Financial Products or Participating
International Financial Products, for example, a share certificate, an option
certificate, debenture or warrant.
"CERTIFICATE NUMBER" means a reference number allocated by an Issuer in
respect of, and printed on, a Certificate.
"CERTIFICATED HOLDING" means a Holding of Principal Financial Products on
the Principal Register.
"CHANGE OF REGISTRATION DETAILS" means information altering Registration
Details in the electronic records of ASTC.
"CHESS" stands for the Clearing House Electronic Subregister System
operated by:
(a) ACH for the purpose of clearing Cash Market Transactions and Cash CCP
Transactions; and
(b) ASTC for the purpose of settling transactions in Approved Financial
Products, Transfering Financial Products and registering Transfers.
"CHESS HOLDING" means a Holding of Financial Products on the CHESS
Subregister.
"CHESS PROVISION" means:
(a) a provision of these Rules; or
(b) a provision of Chapter 7 of the Corporations Act which is material to
the operation of CHESS.
"CHESS RENOUNCEABLE RIGHTS SUBREGISTER" means the Subregister administered
by ASTC that records Holdings of rights.
"CHESS SOFTWARE" means all systems and applications programs relevant to
the operation of CHESS including (without limitation) all of the computer
software maintained and used by ASTC for the purposes of CHESS (other than
software used by a Facility User to communicate with CHESS).
"CHESS SUBREGISTER" means:
(a) that part of an Issuer's register;
(b) that part of a Foreign Issuer's CDI Register, for a class of the
Issuer's Approved Financial Products; or
(c) the FDI Register for a class of Participating International Financial
Products,
that is administered by ASTC.
"CHESS TO CERTIFICATED" means a Transfer or Conversion of Principal
Financial Products from a CHESS Holding to a certificated register administered
by the Principal Issuer.
"CHESS TO CHESS" means a Transfer of Financial Products from one CHESS
Holding to another CHESS Holding.
"CHESS TO ISSUER SPONSORED" means a Transfer or Conversion of Financial
Products from a CHESS Holding to an Issuer Sponsored Holding.
"CLEARING ACCOUNT" means a Settlement Account or an Accumulation Account.
"CLEARING HOLDING" means a Settlement Holding or an Accumulation Holding.
"CLEARING PARTICIPANT" means a person admitted as a participant in an
Approved Clearing Facility under the operating rules of that facility.
"COMMENCEMENT DATE" in relation to a class of an Issuer's Financial
Products, means the date on which Financial Products in that class become
Approved Financial Products.
"COMMISSION" means the Australian Securities and Investments Commission.
"COMMUNICATION" means an electronic communication within CHESS which may
affect the balance of a CHESS Holding.
"COMPLETE CORPORATE ACTION RECORD" means a record of information relating
to a Corporate Action that includes all relevant dates.
"CONFIRMED FOR INDICATOR" means, when specified in a Message transmitted by
a Participant, that the Participant is seeking to effect a Transfer or
Conversion as a Foreign to Foreign Allocation.
Note: the indicator to be set in such instances is "OR"
"CONFIRMED FOR FINANCIAL PRODUCTS" means the lesser of either:
(a) the number of FOR Financial Products in a Holding whose Residency
Indicator is recorded by ASTC as "F", calculated as the current Holding Balance
of FOR Financial Products; or
(b) the number of FOR Financial Products in a Holding whose Residency
Indicator is recorded as "F", at Start of Day, adjusted by:
(i) those Financial Products transferred into the Holding pursuant to
a Foreign to Foreign Allocation during that Business Day; and
(ii) any Conversions of those Financial Products into or out of the
Holding; and
(iii) those Holding Adjustments initiated by an Issuer pursuant to
Rule 5.12.4; less
(iv) that number of Financial Products transferred out of the Holding
pursuant to a Foreign to Foreign Allocation during that Business Day.
"CONTRAVENTION NOTICE" means a Notice given by ASTC to a Facility User
under Section 12.
"CONTROLLING PARTICIPANT" in relation to a CHESS Holding, means the
Participant that has the capacity in CHESS to either:
(a) Transfer or Convert Financial Products from the Holding; or
(b) transfer in terms of Rule 13.19.2; or
(c) Transmute FDIs from the Holding.
"CONVERSION" means a movement of Financial Products from a Holding on one
Subregister to a Holding on another Subregister without any change in legal
ownership.
"CONVERTIBLE FORM" means when the Participant has received all the
necessary documentation such that:
(a) the registry is satisfied that the Registration Details for the
Certificates, SRN or other form of Source Holding match the Registration Details
for the Target Holding; and
(b) the Participant is able to initiate the Conversion message.
"CORPORATE ACTION" means:
(a) action taken by an Issuer of Financial Products for the purpose of
giving an Entitlement to Holders of a class of the Issuer's Financial Products;
(b) action taken by a Principal Issuer for the purpose of giving an
Entitlement in respect of Principal Financial Products held by a Depositary
Nominee to Holders of CDIs; and
(c) in relation to Section 13 action taken by an issuer of Participating
International Financial Products for the purposes of giving an Entitlement in
respect to Participating International Financial Products, held by a Depositary
Nominee.
"CS FACILITY" means a CS facility licensed as such under the Corporations
Act or a Foreign Clearing House.
"CUFS" stands for CHESS Units of Foreign Securities and means a unit of
beneficial ownership in a Financial Product of a Foreign Issuer, registered in
the name of the Depositary Nominee.
"CUM ENTITLEMENT" in relation to a Transfer or a Conversion, means a
Transfer or Conversion of Parent Financial Products together with the
Entitlement to a Corporate Action.
"CUM ENTITLEMENT BALANCE" means, in respect of a Corporate Action, the
number of Parent Financial Products to be used by the Issuer to calculate the
Entitlement of a Holder or a former Holder of Parent Financial Products.
"CUM PROCESSING" means processing of Cum Entitlement Transfers and
Conversions by deducting Financial Products from or entering Financial Products
into the Cum Entitlement Balance for a Holding.
"CURRENT VALUATION" means the current market valuation of Financial
Products, being the last sale price for the Financial Products at the close of
business on the previous Business Day, or if a higher offer price or lower bid
price exists at that time, that price.
"CUSTODIAL PURPOSES" for the purposes of Rule 6.3.4 means in relation to
Financial Products in a Clearing Holding, any purpose other than the purpose of
facilitating:
(a) the execution of outstanding orders; or
(b) the clearing and settlement of outstanding transactions.
"DEBIT CAP" in relation to a Net Position Record for an RTGS Participant,
means a facility within the Feeder System that, if activated, enables the
Participant's Net Position Record to go into debit up to the Debit Limit, at any
time when the relevant RTGS Payments Provider is deemed to have made the
election set out in Rule 11.9.2.
"DEBIT CAP COMPLIANT" in Section 11, has the meaning given in Rule 11.20.2.
"DEBIT CAP STATUS" means at any time the status of a Debit Cap as
authorised at that time by the RTGS Payments Provider for the relevant RTGS
Participant, being either:
(a) active; or
(b) null (inactive).
"DEBIT LIMIT" in relation to a Debit Cap at any time, means the dollar
amount:
(a) most recently notified in accordance with Rules 11.9.1(c) and
11.9.3(c); and
(b) recorded by ASTC against the Net Position Record to which that Debit
Cap applies.
"DELIVERY OBLIGATION" in relation to an RTGS Instruction, means an
obligation on the part of one party to deliver certain Financial Products to the
other on settlement.
"DEMAND REPORT" means a Message Transmitted by ASTC to a Facility User to
provide information about CHESS Holdings or CHESS Subregister movements in
accordance with parameters specified by the Facility User.
"DEMAND TRANSFER" means a Transfer other than a Settlement Transfer.
"DEMAND TRANSFER SETTLEMENT" means settlement of a Batch Instruction is
effected by the counterparties by Demand Transfer
"DEPOSITARY NOMINEE" means the person appointed under these Rules, being
either:
(a) CHESS Depositary Nominees Pty Ltd (as long as it remains admitted to
participate in CHESS under Rule 4.3.1); or
(b) a person admitted as a General Settlement Participant under Rule 4.3.1,
whose function is to hold Title or Other Interest to Principal Financial
Products or Participating International Financial Products.
"DERIVATIVES" means derivatives entered into on a market in a derivatives
instrument that is operated by an Approved Market Operator.
"DERIVATIVES COVER" means Financial Products lodged with, or otherwise made
available to, an Approved Clearing Facility as security for deposits or margins
payable in relation to Derivatives transactions.
"DESPATCH" in relation to Financial Products to be entered into a CHESS
Holding pursuant to a Corporate Action, means Transmit a Message to enter the
Financial Products into the Holding.
"DESPATCH DATE" means the date by which an Issuer is required to have
despatched Certificates (or in the case of rights, entitlement and acceptance
forms in relation to those rights) or to have entered Financial Products
(including rights) into Holders' uncertificated Holdings in accordance with
Listing Rules or otherwise as determined by the relevant Approved Market
Operator and notified from time to time.
"DI" stands for Depositary Interest and means a unit of beneficial
ownership in a Financial Product which is not a Financial Product of a Foreign
Issuer, registered in the name of the Depositary Nominee.
"DI ISSUER" means an Issuer of Financial Products quoted on ASX, a
condition of the issue being that the Financial Products are held by investors
in Australia in the form of DIs.
"DIRECT BATCH INSTRUCTION" means a Batch Instruction under which the
obligations are effected by the counterparties directly.
"DIRECT HOLDING" means a CHESS Holding where the Holder is:
(a) the Controlling Participant; or
(b) if the Controlling Participant is an incorporated entity, a Related
Body Corporate of that Participant; or
(c) if the Controlling Participant is a partnership, a nominee company
provided all of its issued capital is owned by the partners.
"DISCIPLINARY REGISTER" means the register maintained by ASTC under Rule
12.6.1.
"DISCIPLINARY TRIBUNAL" means the tribunal established under Rule 12.4.
"DIVESTMENT" means action taken by an Issuer to require or effect the
disposal of Financial Products.
"DUAL ENTRY BATCH INSTRUCTION" means a Batch Instruction that results from
Matched Dual Entry Settlement Messages.
"DUAL ENTRY BATCH MESSAGE" means a Message that complies with Rule 10.9.2.
"DUAL ENTRY DEMAND MESSAGE" means a Message that complies with Rule 9.5.1.
"DUAL ENTRY DEMAND TRANSFER" means a Demand Transfer of Financial Products
that gives effect to a Dual Entry Demand Message.
"DUAL ENTRY PAYMENT BATCH INSTRUCTION" means a Batch Instruction that
results from Matched Dual Entry Payment Batch Messages.
"DUAL ENTRY PAYMENT BATCH MESSAGE" means a Message that complies with Rule
10.9.2.
"DUAL ENTRY RTGS INSTRUCTION" means an RTGS Instruction that results from
Matched Dual Entry RTGS Messages.
"DUAL ENTRY RTGS MESSAGE" means an RTGS Message that relates to a DvP RTGS
Transaction.
"DUAL ENTRY SWITCH TO BATCH SETTLEMENT MESSAGE" in relation to a Dual Entry
RTGS Instruction, means a Message that, in accordance with the requirements of
the EIS, requests that an RTGS Instruction be removed from Real Time Gross
Settlement and included in Batch Settlement under Section 10.
"DUAL ENTRY SWITCH TO RTGS MESSAGE" means a Message that, in accordance
with the requirements of the EIS, requests that an Batch Instruction be removed
from DvP Batch Settlement and included in Real Time Gross Settlement under
Section 11.
"DVP BATCH INSTRUCTION" means a Batch Instruction to be settled in DvP
Batch Settlement.
"DVP BATCH SETTLEMENT" means a component of Batch Settlement in which
irrevocable payment is made through the funds transfer procedures or alternative
payment arrangements specified in Rule 10.7.1 or 10.7.2 in exchange for the
irrevocable Transfer of Financial Products.
"DVP DECLARATION" means the time when all the registered payment
instructions in the CHESS Payments Provider User Group are simultaneously
effected for the purposes of Batch Settlement.
"DVP INSTRUCTION" means:
(a) a DvP Batch Instruction; or
(b) a DvP RTGS Instruction.
"DVP NOTIFICATION" means the notification of DvP Declaration to be given by
ASTC to a Payments Provider under the Standard Client Bank Deed.
"DVP REAL TIME GROSS SETTLEMENT" means a component of Real Time Gross
Settlement in CHESS in which the Payment Obligation and the Delivery Obligation
identified in a DvP RTGS Instruction are irrevocably and simultaneously settled
in accordance with Rule 11.25.
"DVP RTGS" stands for DvP Real Time Gross Settlement.
"DVP RTGS INSTRUCTION" means an RTGS Instruction that identifies a Payment
Obligation and a Delivery Obligation.
"DVP SETTLEMENT" means:
(a) DvP Batch Settlement; or
(b) DvP Real Time Gross Settlement.
"EFFECTIVE DATE" means the date referred to in a Participant Change Notice
on which the novation of a Client Agreement is deemed to have occurred.
"EIS" stands for External Interface Specification, and means a document,
made by ASTC, that provides detailed information about protocols, message
formats and security features for communications between Facility Users and
ASTC.
"ELECTION DATE" means the date by which a person must instruct an Issuer if
the person wishes to convert or exercise Financial Products in accordance with
the terms of a Corporate Action.
"EMPLOYEE" includes a director, partner, employee, officer, consultant,
agent, representative, advisor or an independent contractor who acts for or by
arrangement with a Participant or Issuer in the conduct of its business.
"END OF DAY" means on any Trading Day, 7:00pm Sydney time or such other
time as ASTC may from time to time determine.
"END OF DAY PROCESSING PHASE" means on any Trading Day, the time period
after End of Day during which various scheduled processing and system
administration tasks are completed (for example, financial products maintenance,
corporate action processing, archiving and system backup).
"ENTITLEMENT" means a security benefit as defined in Regulation 7.5.01 of
the Corporations Regulations and includes (without limitation):
(a) rights;
(b) bonus issues;
(c) dividend, interest and trust distribution payments;
(d) priority issues;
(e) offers under an equal access scheme; and
(f) in relation to Participating International Financial Products means any
equivalent or similar benefit (however described) provided or offered by the
issuer of the Participating International Financial Products.
"ENTITLEMENT DATE" in relation to Section 13 means, a date specified by the
Depositary Nominee as the date by reference to which the Depositary Nominee will
identify the persons entitled to the benefit of a Corporate Action.
"ETF APPLICATION" means the application required by an Issuer to enable new
ETF Financial Products to be created and despatched to a subscriber.
"ETF FINANCIAL PRODUCTS" means Financial Products of a registered managed
investment scheme:
(a) listed on an Approved Market Operator;
(b) with power and approval to continually issue and have quoted on an
Approved Market Operator, Financial Products in the scheme; and
(c) which provides for the issue of new Financial Products in return for
the subscriber transferring to the scheme a portfolio of Financial Products.
"EVENT OF NON-COMPLIANCE" means an event for which Notice must be given
under Rule 12.18.
"EX DATE" means the date on which the relevant Approved Market Operator
changes the basis of quotation for a class of Parent Financial Products to
signify that trading in that class no longer carries the entitlement.
"EX ENTITLEMENT" in relation to a Transfer or a Conversion, means a
Transfer or Conversion of Parent Financial Products without the Entitlement to a
Corporate Action.
"EX PERIOD" means the Period from Start of Day on the Ex Date to End of Day
on the Record Date in respect of a Corporate Action.
"EXCESS FINANCIAL PRODUCTS" means:
(a) those FOR Financial Products determined by an Issuer that cause the
Foreign Ownership Percentage Level to be exceeded; or
(b) with the exception of a Foreign to Foreign Allocation, those FOR
Financial Products determined by an Issuer, where the Issuer is authorised to do
so under its constitution or governing legislation, to have been transferred
into a Holding with a Residency Indicator of "F", on the day when the Foreign
Ownership Percentage Level Foreign Holder Percentage Level is exceeded.
"EXCLUDED CLASS OF FINANCIAL PRODUCTS" means a class of Financial Products
declared by ASTC from time to time as a class of Financial Products that is not
eligible for processing in CHESS.
"EXCLUDED CASH SUB-RECORD" means a Cash Sub-record so designated by an RTGS
Participant for the purposes of Rule 11.20.
"EXEMPTION CODE" means a numeric code in the form approved by the
Australian Taxation Office for the purpose of TFN exemption reporting.
"FACILITY USER" means:
(a) a Participant; or
(b) an Issuer of Approved Financial Products.
"FAIL" means the removal under the Rules of the whole or part of an
Instruction from Batch Settlement or Real Time Gross Settlement, on a Business
Day.
"FDI" stands for Foreign Depositary Interest and which comprises a
beneficial interest or Other Interest in a Participating International Financial
Product held by a Depositary Nominee.
"FDI REGISTER" means the record of Holders of FDIs containing the
information required by Rule 13.19.4.
"FDI TRANSACTION" means a transaction where on transfer of clear funds the
Depositary Nominee records or removes FDIs in the FDI Register, as the case
requires.
"FEEDER SYSTEM" in relation to CHESS, means collectively the systems and
procedures to effect Real Time Gross Settlement utilising an electronic
interface to RITS/RTGS and, when appropriate, the AIF.
"FEEDER SYSTEM QUEUE" means the facility within the Feeder System to:
(a) test RTGS Instructions within CHESS in the manner contemplated by Rules
11.18, 11.19 and 11.20; and
(b) hold and allow ASTC to monitor unsettled RTGS Instructions during the
RTGS Settling Phase.
"FEES AND CHARGES SCHEDULE" means the Fees and Charges Schedule made by
ASTC under Rule 1.6.
"FINANCIAL PRODUCTS" means:
(a) Division 4 financial products as defined in Regulation 7.11.03 of the
Corporations Regulations; or
(b) For the purposes of Rule 8.3.2, financial products issued under an
employee incentive scheme and company issued options.
"FINANCIAL PRODUCTS CODE" means the code that is assigned to a class of
Approved Financial Products by an Approved Market Operator.
"FINANCIAL PRODUCTS SHORTFALL" means (the number that is greater than zero,
where the number is calculated by the total number of Financial Products of a
class projected to be delivered from a Holding in Scheduled Settlement on a
Business Day) less the sum of the number of Financial Products of that class in
that Holding at Settlement Cut-Off on that Business
Day and of the total number of Financial Products of that class projected to be
received into that Holding in Scheduled Settlement on that Business Day where:
SS=D-(H+R) and:
SS is the Financial Products Shortfall
D is the total number of Financial Products of a class projected to be
delivered from the Holding
H is the number of Financial Products of a class in the Holding
R is the total number of Financial Products of a class projected to be
received into the Holding.
"FINANCIAL PRODUCTS TRANSFORMATION" means either:
(a) an adjustment to the Holding Balance of a CHESS Holding initiated by
the Issuer because Financial Products in the Holding have:
(i) been absorbed into an existing class of Financial Products (for
example, Financial Products that do not rank for a Dividend to Financial
Products that do); or
(ii) been assigned a new Financial Product Code (for example, because
of a Reconstruction); or
(b) in respect of Allocation Interests, an adjustment to a Holding of
Allocation Interests initiated by the Issuer in order to despatch Approved
Financial Products under Rule 15.27.
"FIRM ALLOCATION COMPONENT" means that part of an Offer which is reserved
for clients of a Participant under an agreement between the Issuer and a
Participant.
"FOR FINANCIAL PRODUCTS" means a class of Approved Financial Products
included in Schedule 1, pursuant to Rule 5.18.2.
"FOREIGN CLEARING HOUSE" means a person which:
(a) has its principal place of business in a country other than Australia;
(b) is authorised to provide clearing and settlement services in the
country in which it has its principal place of business; and
(c) is subject to prudential and/or other regulatory supervision in the
country in which it has its principal place of business by a regulatory
authority that has entered into an information sharing arrangement dealing with
market matters with the Commission.
"FOREIGN CONFIRMED HOLDING NET MOVEMENT REPORT" means a report that:
(a) for the specified period; and
(b) in respect of each CHESS Holding containing Confirmed FOR Financial
Products in the specified
sets out a summary on a daily basis of:
(c) total units added to the Holding pursuant to Foreign to Foreign
Allocations;
(d) total units deducted from the Holding pursuant to Foreign to Foreign
Allocations;
(e) total units added to the Holding of Confirmed FOR Financial Products as
a result of registry authorised transactions;
(f) total units deducted from the Holding of Confirmed FOR Financial
Products as a result of registry authorised transactions; and
(g) the end of day closing balance for the Holding.
"FOREIGN ISSUER" means an Issuer whose place of incorporation does not
recognise CHESS as a system that can transfer and register legal Title to
Financial Products.
"FOREIGN OWNERSHIP PERCENTAGE LEVEL" means the aggregate limit of foreign
ownership, pursuant to the constitution or governing legislation of an Issuer
whose Financial Products are included in Schedule 1.
"FOREIGN PERSON" means, where specified pursuant to Rule 8.7.2, that the
Holder has notified the Controlling Participant that the beneficial owner of the
Financial Products in the Holding, for the purposes of legislation or under the
constitution of an Issuer whose Financial Products are included in Schedule 1:
(a) is a foreign person;
(b) is an associate of a foreign person; or
(c) has a beneficial interest in the Financial Products, part of that
beneficial interest vesting in a Foreign Person,
other than persons, associates or interests which the legislation or
constitution ignores or excludes for the purposes of aggregate foreign ownership
restrictions.
Note: a Residency Indicator of "F" denotes a Foreign Person
"FOREIGN REGISTER" means a register of an Issuer that is located outside
Australia.
"FOREIGN FINANCIAL PRODUCTS" means financial products issued or made
available by a Foreign Issuer.
"FOREIGN TO FOREIGN ALLOCATION" means a Transfer or Conversion of Confirmed
FOR Financial Products, including a Transfer pursuant to a transaction effected
in accordance with the ASX Business Rules, where the Residency Indicator of both
the Source and Target Holdings is "F", thus resulting in a Holding of Confirmed
FOR Financial Products.
"FULL DOWNLOAD" in relation to the CHESS Subregister for a class of an
Issuer's Financial Products, means a Demand Report Transmitted to the Issuer of:
(a) the HINs of all Holders on the Subregister; and
(b) the Holding Balances of all Holdings; and/or
(c) the Cum Entitlement Balances for all Holdings or former Holdings.
"GENERAL SETTLEMENT PARTICIPANT" means a Participant admitted to
participate in the Settlement Facility under Rule 4.3 but does not include a
Recognised Market Operator under Rule 4.3.13.
"HELD BALANCE" means the number of Financial Products that remain in a
Certificated Holding after a Transfer by a Participant of only some of the
Financial Products represented by a Certificate or Marked Transfer.
"HELD BALANCE REFERENCE NUMBER" means the number allocated by an Issuer to
identify a Held Balance.
"HIN" stands for Holder Identification Number and means a number used to:
(a) identify a Holder of Financial Products on the CHESS Subregister; and
(b) link the Holding details maintained on the CHESS Subregister with the
Holder's Registration Details.
"HOLDER" means:
(a) a person registered as the legal owner of Financial Products in a
Holding;
(b) a person who is recorded as holding CDIs on the CDI Register;
(c) a person who is recorded on a record of Allocation Interests; or
(d) a person who is recorded as holding FDIs on the FDI Register.
"HOLDER RECORD" means the Registration Details, the HIN and the Holder Type
as recorded by ASTC in CHESS for the purpose of operating one or more CHESS
Holdings.
"HOLDER RECORD LOCK" means a facility that prevents Financial Products from
being deducted from any current Holding to which the relevant Holder Record
applies, pursuant to a Transfer or Conversion.
"HOLDER TYPE" means a code used to indicate the capacity in which a
Participant:
(a) establishes a Holder Record;
(b) controls a CHESS Holding, (for example, Direct, Participant Sponsored
or Clearing Account).
"HOLDING" means:
(a) a number of Financial Products of an Issuer held by a Holder on the
Issuer's register;
(b) a number of CDIs held by a Holder on the CDI Register;
(c) a number of Allocation Interests recorded in respect of a Holder; or
(d) a number of FDIs recorded as held by a Holder on an FDI Register.
"HOLDING ADJUSTMENT" means a movement of Financial Products to or from a
CHESS Holding that is initiated by an Issuer Transmitting a Message to ASTC to:
(a) give effect to a Corporate Action or Reconstruction in relation to a
class of the Issuer's Financial Products;
(b) establish a CHESS Holding pursuant to a new issue of Approved Financial
Products;
(c) move Financial Products from a CHESS Holding for the purpose of
Divestment or forfeiture; or
(d) move Financial Products to or from a CHESS Holding in such other
circumstances as:
(i) are permitted by these Rules; or
(ii) may be agreed between ASTC and the Issuer.
"HOLDING BALANCE" means the number of Financial Products in a Holding.
"HOLDING LOCK" means, in relation to a Holding on either the CHESS
Subregister or an Issuer Operated Subregister, a facility that prevents
Financial Products from being deducted from, or entered into, a Holding pursuant
to a Transfer or Conversion.
"HOLDING NET MOVEMENT REPORT" means a report that:
(a) for the specified period; and
(b) in respect of each CHESS Holding of Financial Products in the specified
class that has undergone a Holding Balance change during the specified period,
(c) sets out, a summary on a daily basis of:
(i) total units added to the Holding;
(ii) total units deducted from the Holding;
(iii) total units added to the Holding as a result of registry
authorised transactions;
(iv) total units deducted from the Holding as a result of registry
authorised transactions; and
(v) the End of Day closing balance for the Holding.
"INCAPACITY LAW" means a law relating to the administration of the estates
of persons who, through mental or physical incapacity, are incapable of managing
their affairs.
"INDUSTRY GROUP" means one of the following groups:
(a) Participants or senior officers of Participants; or
(b) senior officers of Issuers or of Issuers' Third Party Providers.
"INSTRUCTION" means a Batch Instruction or an RTGS Instruction.
"ISSUER" means a person who issues or makes available or proposes to issue
or make available, Approved Financial Products and includes (without
limitation):
(a) a listed company or company whose Financial Products are quoted by a
market licensee or by a financial market or type of financial market exempted
under section 791C of the Corporations Act;
(b) a warrant issuer;
(c) the responsible entity of a managed investment scheme;
(d) a Foreign Issuer.
"ISSUER OPERATED SUBREGISTER" means an Issuer Sponsored Subregister.
"ISSUER SPONSORED HOLDING" means a Holding of Financial Products on the
Issuer Sponsored Subregister.
"ISSUER SPONSORED SUBREGISTER" means:
(a) that part of an Issuer's register that records uncertificated Holdings
of Financial Products in accordance with Listing Rule 8.2; or
(b) that part of a CDI Register, that is administered by the Issuer (and
not ASTC).
"ISSUER SPONSORED TO CHESS" means a Transfer or Conversion of Financial
Products from an Issuer Sponsored Holding to a CHESS Holding.
"ISSUER WARRANTIES AND INDEMNITIES" means warranties and indemnities given
by an Issuer under these Rules.
"LAST CORPORATE ACTION EVENT DATE" means in the case of an Entitlement
under a Corporate Action that involves:
(a) the issue of Financial Products only, the Despatch Date;
(b) the payment of money only, the due date of payment; or
(c) a combination of the issue of Financial Products and the payment of
money, the later of the Despatch Date and the due date of payment,
where, before the date when the Issuer must have completed its obligation
to pay money or issue Financial Products is unknown or unclear the Last
Corporate Action Event Date will be a date ASTC reasonably determines is
appropriate in the circumstances and notifies the Issuer and each Participant.
"LISTING RULES" means the Listing Rules of an Approved Market Operator.
"LOCKED" in relation to a Holding, means subject to a Holding Lock or a
Holder Record Lock.
"MAC" stands for Message Authentication Code, and means a code appended to
a Message by ASTC or a Facility User for the purpose of enabling the recipient
of the Message to confirm the identity of the Facility User Transmitting the
Message.
"MARKED TRANSFER" means a Registrable Transfer Document that has been
marked by the Issuer or a marking body.
"MARKET OPERATOR" means:
(a) ASX; or
(b) in the Rules made from time to time pursuant to arrangements entered
into under section 798C of the Corporations Act, in relation to quoted financial
products issued by ASX, "the Commission"; or
(c) in relation to:
(i) a class of financial products quoted, or to be quoted by; or
(ii) a participant of a market licensee under the Corporations Act
other than ASX,
that market licensee; or
(d) the operator of a financial market or type of financial market exempted
under section 791C of the Corporations Act.
"MARKET PARTICIPANT" means a participant of an Approved Market Operator.
"MARKING NUMBER" means the unique reference number allocated to a Marked
Transfer by the Issuer or a marking body.
"MATCH AND MATCHED" in relation to Messages Transmitted to ASTC by a
Participant, means that the Message contains, or under the Rules may be taken to
contain, the same details for message fields that require mandatory matching.
"MATCHED MESSAGES" means:
(a) in relation to Dual Entry RTGS Messages, Messages that are Matched
under Rule 11.13.3;
(b) in relation to Dual Entry Batch Messages, Messages that are Matched
under Rule 9.5.2 or 10.9.3;
(c) in relation to Dual Entry Switch to Batch Settlement Messages, Messages
that are Matched under Rule 11.12.3;
(d) in relation to Dual Entry Switch to RTGS Messages, Messages that are
Matched under Rule 10.6.1 or 10.11.8; and
(e) in relation to Dual Entry Payment Batch Messages, Messages that are
Matched under Rule 10.8.3,
and in any other case means Valid Messages that are Matched.
"MAXIMUM PERCENTAGE" means 10% or such other percentage prescribed by ASTC.
"MAXIMUM VALUE" means $350,000 or such other amount prescribed by ASTC.
"MESSAGE" means an electronic message of a kind specified in the EIS for
use in CHESS.
"NET POSITION RECORD" in relation to an RTGS Participant, means a facility
established within CHESS through which ASTC tracks and records the outcome of
RTGS Instructions due for settlement on any RTGS Business Day, that relate to a
particular Payment Facility of that Participant.
"NET POSITION RECORD STATUS" means at any time the status of a Net Position
Record as authorised at that time by the RTGS Payments Provider that maintains
the Payment Facility to which that Net Position Record is linked, being either:
(a) active; or
(b) inactive.
"NOMINEE COMPANY" means a body corporate controlled and operated by a
Participant admitted under Rule 4.3.1 that carries on the business of holding
Financial Products as a trustee or nominee.
"NOTICE" has a meaning given by Rule 1.10.
"NOTICE OF DEATH" means a death certificate or any other formal document
that is acceptable by ASTC as evidence of a Holder's death.
"OFF MARKET TRANSACTION" means a transaction in Approved Financial Products
that is not an On Market Transaction.
"OFFER" means:
(a) an offer for subscription or an invitation to subscribe for Financial
Products, under which an Issuer must issue; or
(b) an offer under which an Issuer must dispose of,
Approved Financial Products to successful applicants.
"OFFER ACCEPTED SUBPOSITION" means a Subposition for the reservation of
Financial Products in a CHESS Holding which are the subject of an acceptance
under a takeover bid.
"OLD CORPORATIONS ACT" means the Corporations Act as in force immediately
before 11 March 2002.
"ON MARKET TRANSACTION" means a transaction in Approved Financial Products
in relation to which one of the following conditions is satisfied:
(a) the transaction was entered into in the ordinary course of trading on
an Approved Market Operator's market; or
(b) the transaction is, under the operating rules of an Approved Market
Operator, described, or to be described, as 'special' when it is reported to the
Approved Market Operator; or
(c) in relation to a transaction between a Participant and a Participant
who is not a Market Participant, a confirmation is issued in relation to a
transaction under paragraph (a) or (b); or
(d) in relation to a transaction between two Participants that are not
Market Participants, the transaction is entered into solely for the purpose of
facilitating settlement of a transaction of a kind referred to in paragraph (a)
or (b).
"ORIGINATING MESSAGE" means a Message Transmitted to ASTC by the
Controlling Participant for a CHESS Holding which (as a consequence of that
Message being processed) results in ASTC or a Facility User Transmitting another
Message (whether or not that consequential Message also results from the
processing of any intervening Message).
"OTHER INTEREST" means any right or interest whether legal or equitable in
the Participating International Financial Product and includes an option to
acquire a right or interest in the Participating International Financial
Product.
"PARENT BATCH INSTRUCTION" means a Batch Instruction that gives rise to an
Accrued Batch Instruction as a result of a Corporate Action.
"PARENT DVP BATCH INSTRUCTION" means a Parent Batch Instruction with a
Settlement Amount scheduled to settle in DvP Batch Settlement.
"PARENT DVP RTGS INSTRUCTION" means a Parent RTGS Instruction with a
Settlement Amount scheduled to settle in DvP Real Time Gross Settlement.
"PARENT FINANCIAL PRODUCTS" means a class of Approved Financial Products to
which an Entitlement to cash or Financial Products attaches that, during an Ex
Period, may be Transferred with or without the Entitlement.
"PARENT RTGS INSTRUCTION" means an RTGS Instruction that gives rise to an
Accrued RTGS Instruction as a result of a Corporate Action.
"PARTICIPANT" means an Account Participant, a Specialist Settlement
Participant, or a General Settlement Participant.
"PARTICIPANT BIDDER" means a Participant entitled or authorised (whether as
the bidder or on behalf of the bidder) to receive acceptances of bids made under
a takeover bid in accordance with these Rules.
"PARTICIPANT CHANGE NOTICE" means the Notice sent to a Participant
Sponsored Holder which complies with the requirements of Rule 7.1.10(a)
"PARTICIPANT MANAGED" in relation to the attributes of a Net Position
Record, means any of the matters set out in Rule 11.9.11.
"PARTICIPANT SPONSORED HOLDER" means a person that has a current
Sponsorship Agreement with a Participant as required or permitted under these
Rules.
"PARTICIPANT SPONSORED HOLDING" means a CHESS Holding of a Participant
Sponsored Holder.
"PARTICIPANT WARRANTIES AND INDEMNITIES" means warranties and indemnities
given by a Participant under these Rules.
"PARTICIPATION REQUIREMENTS" means matters set out in Section 4 in relation
to which ASTC must be satisfied in order for a person to be admitted to
participate in CHESS in any capacity.
"PARTICIPATING INTERNATIONAL FINANCIAL PRODUCTS" mean financial products:
(a) traded on a market other than in Australia; and
(b) declared by ASTC under Rule 13.15 from time to time to be available for
settlement by means of FDIs.
Note: financial products in this definition are not restricted by
jurisdictional limits in the Corporations Act.
"PARTY" in relation to a Proceeding or Appeal, means:
(a) the Facility User to whom a Contravention Notice was given in the
Proceeding; or,
(b) ASTC or the Facility User to or by whom an Appeal Notice was given in
the Appeal,
as the case requires.
"PAYMENT BATCH INSTRUCTION" means:
(a) a CCP Derivatives Payment Batch Instruction; or
(b) a Dual Entry Payment Batch Instruction.
"PAYMENT FACILITY" means a Facility operated for a Participant at a
Payments Provider for the purposes of paying and receiving payments in Batch
Settlement.
"PAYMENT OBLIGATION" in relation to an RTGS Instruction means an obligation
on the part of one party to pay a cash amount to the other on settlement.
"PAYMENT SHORTFALL" for a Payment Facility, means:
(a) if the Participant's net obligation to make payment is not authorised,
the amount of the net obligation for which authorisation is sought; or
(b) if the Participant's net obligation to make payment is not authorised,
the difference between the amount of the net obligation to make the payment that
has already been authorised by the Payments Provider and the amount of the net
obligation to make a payment for which further authorisation is sought from the
Payments Provider.
"PAYMENT SYSTEMS AND NETTING ACT" means the Payment Systems and Netting Act
1998 (Cth).
"PAYMENTS PROVIDER" means a person that:
(a) operates an exchange settlement account with the Reserve Bank of
Australia in its own name;
(b) has the operational capacity to:
(i) authorise and make payments on behalf of Participants;
(ii) make payments to Participants; and
(iii) register entries in the Payments Provider User Group for the
purpose of discharging its net obligation to make payment to the Bank or its net
entitlement to receive payment from the Bank in accordance with the Standard
Payments Provider Deed;
(c) meets the technical and performance requirements prescribed by ASTC to
ensure that the person does not affect the integrity or orderly operation of
CHESS; and
(d) is a person who facilitates Batch Settlement by approving or making
payments in accordance with the terms and conditions of the relevant Standard
Payment Providers Deed.
"PAYMENTS PROVIDER MANAGED" in relation to the attributes of a Net Position
Record, means any of the matters set out in Rule 11.9.3(a) to (f).
"PAYMENTS PROVIDER USER GROUP" means the subsystem within the interbank
payments system, operated by the Reserve Bank of Australia, established to
enable financial institutions to satisfy payment obligations of CHESS
Participants on behalf of CHESS Participants.
"PID" stands for participant identifier and means a UIC allocated by ASTC
to a Participant that is:
(a) used as the identification code of the Participant that controls a
Holding on the CHESS Subregister; and
(b) included in a Message header to identify the source and/or destination
of CHESS Data Messages.
"PRE-CASH SETTLEMENT PERIOD" means, for the purposes of Regulation 7.5.44
of the Corporations Regulations 15 Business Days.
"PRE-COMMENCEMENT TESTING" means testing at the direction of ASTC to
establish whether a Facility User meets the Technical and Performance
Requirements.
"PRESCRIBED PERCENTAGE" means 50% or such other percentage determined by
ASTC.
"PRESCRIBED PERSON" means the person from time to time notified as such by
ASTC to Participants and RTGS Payments Providers.
"PRINCIPAL" in relation to a body, means each of:
(a) any parent body of the body;
(b) each Director or person in the position of a Director;
(c) where the body consists of two or more partners or trustees, each
principal (within the meaning of paragraphs (a) and (b)) of each of those
partners or trustees.
"PRINCIPAL FINANCIAL PRODUCTS" means Financial Products issued or made
available by a Principal Issuer.
"PRINCIPAL ISSUER" means:
(a) a Foreign Issuer; or
(b) a DI Issuer.
"PRINCIPAL REGISTER" means the register of those Holdings of Principal
Financial Products maintained by a Principal Issuer in Australia under these
Rules.
"PROCEDURES" means any document, electronic file or other information
(recorded by any mode of representing words or reproducing words) approved by
ASTC and circulated where applicable to Participants, Issuers, third party
service providers and employees in accordance with Rule 1.4 and, without
limitation, includes any EIS and any guidance note, practice note, Explanatory
Memoranda or other information issued by ASTC to Facility Users from time to
time.
"PROCEEDING" means proceedings taken under Section 12 by ASTC against a
Facility User and commenced by a Contravention Notice.
"PUBLISH A NOTICE" means to publish a Notice in at least one national
newspaper and at least one state or territory based newspaper in each state and
territory.
"REAL TIME GROSS SETTLEMENT" means the processing and settling of payment
and delivery obligations in real time and on a gross, not net, basis, the
fundamental characteristic of which is that the payment and delivery components
of a transaction become irrevocable at the time of settlement and, in relation
to CHESS, is effected in accordance with systems and procedures contained in
Section 11.
"RECIPROCAL ARRANGEMENT" means any agreement or arrangement between ASTC
and any governmental agency or regulatory authority (including, without
limitation, a market, clearing house or clearing and settlement facility), in
Australia or elsewhere, whose functions include the regulation of trading in, or
clearing and settlement of, financial products (in Australia or elsewhere) which
provides for the disclosure of information between ASTC and the other party in
relation to dealings in, or clearing and settlement of, financial products (in
Australia or elsewhere).
"RECOGNISED MARKET OPERATOR" means a Market Operator admitted as a
Participant under Rule 4.3.1 and which is recognised under Rule 4.3.13.
"RECOGNISED PHYSICAL ACCESS POINT" means:
(a) in the case of a Facility User, the physical location of an application
system that the Facility User employs to operate an interface with CHESS; or
(b) in the case of ASTC, the physical location of the application system
that operates CHESS.
"RECONSTRUCTION" means an alteration to the issued capital of an Issuer,
which affects the number, or nature, of Financial Products held by a Holder and
includes (without limitation) a reorganisation or a merger.
"RECORD DATE" means 5:00pm (or, in the case of a ASTC-Regulated Transfer, a
later time permitted by the Rules) on the date specified by an Issuer as the
date by reference to which the Issuer will establish Cum Entitlement Balances
for the purpose of identifying the persons entitled to the benefit of a
Corporate Action.
"RECORDED" in relation to an RTGS Instruction, means that its details have
been stored in CHESS in accordance with Rule 11.15.
"RECORDS" means books, computer software, information processing equipment
and any other item on which information is stored or recorded in any manner.
"REGISTRABLE TRANSFER DOCUMENT" means any document that an Issuer is
entitled to accept as a valid instrument of transfer or a Transfer Request
Document.
"REGISTRATION DETAILS" means the name, address and Residency Indicator of a
Holder.
"RELATED BODY CORPORATE" has the meaning set out in Section 50 of the
Corporations Act.
"RELATED PARTY" means each entity in the ASX Group.
"REMOVE" means to move a Holding between a Principal Register and a CHESS
or an Issuer Operated Subregister without a change of legal ownership.
"RENOUNCEABLE RIGHTS RECORD" means the record maintained by an Issuer of
Holders of renounceable rights not held on the CHESS Rights Subregister.
"REPORT" means a Standing Report or a Demand Report.
"REPORTING POINT" means a particular point during a Business Day when
information is stored by CHESS for the purposes of reporting data to Facility
Users; Acceptable values comprise:
(a) end of Settlement Processing Phase;
(b) Trade Instruction Cut-Off;
(c) End of Day.
"RESERVE" in Section 11 in relation to Financial Products, has the meaning
given in Rule 11.19.1(d).
"RESERVED PROCESSING PERIOD" means the End of Day Processing Phase.
"RESIDENCY INDICATOR" means a code used to indicate the status of the
ultimate beneficial owner or owners of FOR Financial Products in a Holding on
the CHESS Subregister or an Issuer Operated Subregister, for the purposes of
settling transactions in FOR Financial Products. (i.e. "D" for Domestic, "F" for
Foreign Person, and in the case of Holdings of Financial Products where
beneficial ownership is both domestic and foreign, "M" for Mixed).
"RESTRICTED FINANCIAL PRODUCTS" means Financial Products that are subject
to a restriction agreement under Listing Rule 9.1.
"RESTRICTION" in relation to the participation of a Participant, means any
limitation on the entitlement of the Participant to send a Message or a class of
Messages to ASTC.
"RIGHTS PERIOD" means the period from Start of Day on the date that rights
trading begins on an Approved Market Operator to End of Day on the date that
application money to take up those rights must be paid to the Issuer.
"RITS" means the Reserve Bank Information and Transfer System.
"RITS POSTSETTLEMENT ADVICE" means a settlement confirmation, elected to be
received by an RTGS Payments Provider, that is generated by RITS/RTGS and sent
through the AIF to that RTGS Payments Provider.
"RITS PRESETTLEMENT ADVICE" means an advice, elected to be received by an
RTGS Payments Provider to enable it to make a credit decision in connection with
the performance of a Payment Obligation, that is generated by RITS/RTGS and sent
through the AIF to that RTGS Payments Provider.
"RITS/RTGS" means RITS, as operated by the Reserve Bank of Australia for
Real Time Gross Settlement.
"RITS REGULATIONS" means the regulations and conditions of operation that
govern RITS as published from time to time by the Reserve Bank of Australia.
"ROUTINE REPORTING" means electronic reporting that is generated
automatically by CHESS as transactions are processed.
"RTGS" stands for Real Time Gross Settlement.
"RTGS ACCOUNT IDENTIFIER" means a numeric identifier (that may, but need
not, be an account number) agreed between an RTGS Participant and an RTGS
Payments Provider to uniquely identify the Participant's account that is to be
debited, or credited, with the amount of any Payment Obligation, on settlement
of an RTGS Instruction in accordance with Rule 11.25.
"RTGS ACCREDITED" in relation to a Participant, has the meaning set out in
Rule 11.5.2.
"RTGS BUSINESS DAY" means a Settlement Day within the meaning of the RITS
Regulations, or any other day declared by the Reserve Bank as a day on which
RITS/RTGS will operate that is notified by ASTC to Participants.
"RTGS CONTINGENCY REPORT" means a report of the settlement status of
CHESS-related funds transfer requests sent to RITS/RTGS that is provided to ASTC
by the Reserve Bank of Australia in manner and form as agreed between them.
"RTGS CUT-OFF" means on any RTGS Business Day, 4.30pm Sydney time or such
other time as ASTC may from time to time determine.
"RTGS DELIVERY SHORTFALL" in relation to Financial Products of a particular
class in a Holding at any time on the RTGS Settlement Date for a particular RTGS
Instruction, means that the sum of:
(a) the number of Financial Products of that class required to be delivered
from that Holding in Real Time Gross Settlement under that RTGS Instruction on
that day;
(b) the number of Financial Products of that class Reserved against that
Holding in relation to RTGS Instructions at that time in the RTGS Settling
Phase, and
(c) prior to ASTC recording under Rule 10.12.1(f)(ii) a movement of
Financial Products of that class against that Holding to effect DvP Net
Settlement on that day, the number of Financial Products of that class that ASTC
has determined at Settlement Cut-off will be so recorded as a movement against
that holding at DvP Notification on that day,
is greater than:
(d) the total number of Available Financial Products at that time in the
Holding.
"RTGS ELIGIBLE" in relation to Financial Products, has the meaning set out
in Rule 11.1.1.
"RTGS END OF DAY" means on any RTGS Business Day, 5.00pm Sydney time or
such other time as ASTC may from time to time determine.
"RTGS INSTRUCTION" means an instruction to ASTC to settle an RTGS
Transaction in Real Time Gross Settlement through the CHESS Feeder System, and
includes a DvP RTGS Instruction, a CCP Gross RTGS Instruction and a Dual Entry
RTGS Instruction.
"RTGS INSTRUCTION CUT-OFF" on any RTGS Business Day means 4.25pm Sydney
time or such other time as ASTC may from time to time determine.
"RTGS MANDATORY" in relation to an RTGS Transaction, has the meaning set
out in Rule 11.3.1.
"RTGS MESSAGE" means a Message that, in accordance with the requirements of
the EIS, instructs ASTC to settle an RTGS Transaction in Real Time Gross
Settlement.
"RTGS PARTICIPANT" means a Participant:
(a) that satisfies the criteria for participation in Real Time Gross
Settlement set out in Rule 11.5; and
(b) for which a Net Position Record has been established under the Rules
that records the Net Position Record Status as active.
"RTGS PARTICIPATION REQUIREMENTS" in relation to a Participant, means any
technical and performance requirements notified by ASTC to the Participant to
ensure that it is capable of operating in Real Time Gross Settlement.
"RTGS PAYMENTS PROVIDER" means a Payments Provider that:
(a) satisfies the criteria for participation in Real Time Gross Settlement
in CHESS set out in Rule 11.6.1; and
(b) has been admitted to participate in Real Time Gross Settlement in CHESS
in that capacity.
"RTGS PRE-COMMENCEMENT TESTING" means testing at the direction of ASTC to
establish whether a prospective RTGS Participant meets the RTGS Participation
Requirements.
"RTGS SETTLEMENT DATE" means the RTGS Business Day specified, or taken to
be specified, in an "RTGS Instruction as the date on which the counterparties
intend that RTGS Instruction to settle in Real Time Gross Settlement.
"RTGS SETTLEMENT REPORT" means a report required to be made available by
ASTC to an RTGS Payments Provider in accordance with Rule 11.30.
"RTGS SETTLING PHASE" in relation to an RTGS Instruction, means the time
period that commences in accordance with Rule 11.22.1 and ends when all
components of that RTGS Instruction have been settled in CHESS in accordance
with Rule 11.25.
"RULES" means the operating rules of the Settlement Facility in accordance
with Rule 1.2 including the appendices, schedules and any State of Emergency
Rules.
"SCHEDULED TIME" means the time within or by which a requirement under
these Rules must be complied with as specified in Appendix 1 to these Rules.
"SECTION" means a section of these Rules.
"SECURITY KEY" means an electronic code that is:
(a) generated by ASTC; and
(b) used to ensure secure communications between ASTC and Facility Users.
"SEGC" means Securities Exchanges Guarantee Corporation Ltd (ABN 19 008 626
793).
"SEGREGATED ACCOUNT" means an account maintained in accordance with these
Rules with an Approved Clearing House which contains Principal Financial
Products or Participating International Financial Products held solely on behalf
of the Depositary Nominee.
"SETTLEMENT ACCOUNT" means a Holder Record maintained in CHESS by a
Participant for the purpose of facilitating settlement of transactions in
Approved Financial Products with other Participants.
"SETTLEMENT ADJUSTMENT" means an adjustment to the Settlement Amount of a
DvP Batch Instruction or a DvP RTGS Instruction.
"SETTLEMENT AGENT" means a General Settlement Participant that is has a
Settlement Agreement with a Clearing Participant.
"SETTLEMENT AGREEMENT" means an agreement between a General Settlement
Participant and a Clearing Participant under which the General Settlement
Participant agrees to act as Settlement Agent for the Clearing Participant.
"SETTLEMENT AMOUNT" means the consideration for an Instruction.
"SETTLEMENT AMOUNT TOLERANCE" means $1.00 or such other amount that ASTC
prescribes.
"SETTLEMENT BOND" means a bond issued to ASTC at the request of a
Participant in accordance with Rule 4.9.1.
"SETTLEMENT CUT-OFF" means, on any Business Day, 10.30 am Sydney time or
such other time as ASTC may from time to time determine.
"SETTLEMENT DATE" means the Business Day on which an Instruction is
scheduled to settle.
"SETTLEMENT FACILITY" means the facility provided by ASTC as described in
Rules 1.1.1 and 1.1.2.
"SETTLEMENT HOLDING" means a Holding of Financial Products for which the
Holder Record is a Settlement Account.
"SETTLEMENT PARTICIPANT" means:
(a) a Participant that has been admitted to participate in the Settlement
Facility as a General Settlement Participant; or
(b) a person that has been admitted to participate in the Settlement
Facility as a Specialist Settlement Participant.
"SETTLEMENT PROCESSING PHASE" in relation to DvP Net Settlement, means, on
any Business Day, the time period commencing after Settlement Cut-off during
which Settlement Transfers are processed by ASTC against CHESS Holdings.
"SETTLEMENT TRANSFER" means a Transfer of Financial Products that gives
effect to an Instruction.
"SINGLE ENTRY BATCH MESSAGE" means a Message that complies with Rule
10.9.11.
"SINGLE ENTRY BATCH INSTRUCTION" means a Batch Instruction that gives
effect to a Single Entry Batch Message.
"SINGLE ENTRY DEMAND MESSAGE" means a Message that complies with Rule 9.4.1
or Rule 9.13.1.
"SINGLE ENTRY TRANSFER REQUEST" means a Demand Transfer of Financial
Products that gives effect to a Single Entry Demand Message.
"SOURCE HOLDING" means the Holding from which Financial Products will be
deducted in giving effect to a Transfer, Conversion, Corporate Action or other
transaction.
"SPECIALIST SETTLEMENT PARTICIPANT" means a Participant admitted under Rule
4.4.
"SPONSORING PARTICIPANT" means a Participant that establishes and maintains
a Participant Sponsored Holding.
"SPONSORSHIP AGREEMENT" means a written agreement between the Sponsoring
Participant and another person, signed by both parties, as required under
Section 7 of these Rules.
"SPONSORSHIP BOND" means a bond issued to ASTC at the request of a
Participant in accordance with Rule 4.9.3.
"SRN" stands for Security holder Reference Number and means a number
allocated by an Issuer to identify a Holder on an Issuer Operated Subregister.
"STANDARD ACCEPTANCE FORM" means a standard entitlement and acceptance form
in respect of renounceable rights as specified by ASTC from time to time.
"STANDARD CLIENT BANK DEED" means a standard deed executed by ASTC and a
bank.
"STANDARD CONVERSION FORM" means a standard form, as specified by ASTC from
time to time, for the conversion of convertible Financial Products.
"STANDARD EXERCISE FORM" means a standard form of notice of exercise, as
specified by ASTC from time to time, for options and other Financial Products
that carry exercisable rights.
"STANDARD PAYMENTS PROVIDER DEED" means a standard deed executed by ASTC
and a Payments Provider and includes a Standard Client Bank Deed.
"STANDING BUY ACCOUNT IDENTIFIER" means an RTGS Account Identifier that is
notified to ASTC under Rule 11.9.11 or Rule 11.9.15 for the purposes of an RTGS
Instruction where the Participant will, on settlement, be the payer of the
Payment Obligation identified in that RTGS Instruction.
"STANDING HIN" means a HIN that is notified to ASTC under Rule 6.4.2.
"STANDING INSTRUCTIONS" means a Holder's instructions to an Issuer in
relation to matters relevant to Holdings, including (without limitation) TFN
notification, Residency Indicator, direct credit of dividends or interest
payments, annual report elections and elections in respect of shareholders'
dividend plans.
"STANDING REPORT" means one of a series of Messages periodically
Transmitted by ASTC to a Facility User, each of which provides information about
CHESS Holdings or CHESS Subregister movements in accordance with parameters
specified by the Facility User.
"STANDING SELL ACCOUNT IDENTIFIER" means an RTGS Sell Account Identifier
that is notified to ASTC under Rule 11.9.11 or Rule 11.9.15 for the purposes of
an RTGS Instruction where the Participant will, on settlement, be the payee of
the Payment Obligation identified in that RTGS Instruction.
"STANDING SETTLEMENT HIN" means a HIN notified to ASTC under Rule 6.4.2.
"START OF DAY" means, on any Trading Day, 8.00 am Sydney time or such other
time as ASTC may from time to time determine.
"STATE OF EMERGENCY" means any of the following:
(a) fire, power failure or restriction, communication breakdown, accident,
flood, embargo, boycott, labour dispute, unavailability of data processing or
any other computer system or facility, act of God; or
(b) act of war (whether declared or undeclared) or an outbreak or
escalation of hostilities in any region of the world which in the opinion of
ASTC prevents or significantly hinders the operation of the Settlement Facility;
or
(c) an act of terrorism; or
(d) other event which, in the opinion of ASTC, prevents or significantly
hinders the operations of the Settlement Facility.
"STATE OF EMERGENCY RULES" means any Rules made by ASTC under Rule 1.3.
"SUBPOSITION" means a facility in CHESS by which in accordance with Rule
14.1.3:
(a) activity in relation to Financial Products held in a CHESS Holding may
be restricted; and
(b) access to those Financial Products for limited purposes may be given to
a Participant other than the Controlling Participant.
"SUBREGISTER" means:
(a) in the case of Financial Products other than CDIs, a CHESS Subregister
or an Issuer Operated Subregister; or
(b) in the case of CDIs, a CDI Register.
"SUPER PARTICIPANT" means:
(a) in relation to a group of Participants within paragraph (a) of the
definition of Super Participant Group, any Participant within that group that is
notified to ASTC by all the Participants within that group; or
(b) in relation to a group of Participants within paragraph (b) of the
definition of Super Participant Group, the Settlement Participant.
"SUPER PARTICIPANT GROUP" means:
(a) a group of Participants that are related bodies corporate within the
meaning of section 50 of the Corporations Act; or
(b) a Settlement Participant which has a Clearing Agreement with one or
more Account Participant and each of those Account Participants with whom it has
a Clearing Agreement.
"SURVEILLANCE REPORT" means a report generated by CHESS that identifies
changes to:
(a) Batch Instructions notified to ASTC by an Approved Market Operator
under Rule 10.9.1; and
(b) Batch Instructions that result from Matched Dual Entry Batch Messages,
(c) to assist ASTC in monitoring compliance with these Rules.
"SWITCH TO BATCH SETTLEMENT MESSAGE" means a Message that, in accordance
with the requirements of the EIS, requests that an RTGS Instruction be removed
from Real Time Gross Settlement in CHESS and settled in Batch Settlement.
"TAKEOVER CONSIDERATION CODE" means a unique code allocated by an Approved
Market Operator in respect of each alternate form of consideration offered under
a takeover.
"TAKEOVER TRANSFER" means a Transfer of Financial Products from a CHESS
Holding pursuant to acceptance of an offer for the Financial Products made under
a takeover scheme.
"TAKEOVER TRANSFEREE HOLDING" means a CHESS Holding to which Financial
Products are to be Transferred pursuant to acceptances of offers made under a
takeover bid.
"TARGET HOLDING" means the Holding into which Financial Products will be
entered in giving effect to a Transfer, Conversion, Corporate Action or other
transaction.
"TARGET TRANSACTION IDENTIFIER" means a reference number identifying a
transaction which is the target of another transaction.
"TAX" means any present or future tax, levy, impost, duty, charge, fee,
deduction, or withholding of whatever nature, levied, collected, assessed or
imposed by any government or semi-government authority and any amount imposed in
respect of any of the above.
"TECHNICAL AND PERFORMANCE REQUIREMENTS" means the requirements on Facility
Users set out in Section 16.
"TERMS AND CONDITIONS FOR FDI CONTROLLING PARTICIPANTS" means those terms
and conditions between AIS, CDN and the Controlling Participant of FDIs from
time to time displayed on the ASX World Link Website.
"TFN" stands for Tax File Number and means a numeric code allocated by the
Australian Taxation Office for taxation purposes.
"THIRD PARTY PROVIDER" means a person that:
(a) operates an interface with CHESS;
(b) performs any obligations of a Facility User under these Rules; or
(c) uses facilities provided by ASTC,
on behalf of a Facility User.
"TITLE" in relation to Financial Products, means:
(a) legal title where the Financial Products can be owned at law, and
(b) equitable or beneficial title where the Financial Products can be owned
only in equity.
"TOTAL SECURITY BALANCE REPORT" means a report that sets out the aggregate
of all Holding Balances held on the CHESS Subregister for a class of Financial
Products as at a specified point in time.
"TRADE DATE" means the date on which an agreement or arrangement for the
purchase or sale of Financial Products was executed.
"TRADE INSTRUCTION CUT-OFF" means, on any Business Day, 10.30am Sydney Time
or such other time as ASTC may from time to time determine.
"TRADING DAY" means a day other than:
(a) a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day; and
(b) any other day that ASTC may declare and publish is not a trading day.
"TRANSACTION IDENTIFIER" means a reference number identifying a Message
Transmitted through CHESS.
"TRANSACTION STATEMENT" means a transaction statement for an Issuer
Sponsored Holding as referred to in Listing Rules 8.5, 8.6 and 8.7.
"TRANSFER" means a transfer of Financial Products, or for the purposes of
Section 15, a transfer of Allocation Interests:
(a) from a CHESS Holding to any other Holding; or
(b) from any Holding to a CHESS Holding.
"TRANSFER REQUEST DOCUMENT" means a document supplied by a Settlement
Participant which is not a Market Participant to an Issuer that entitles the
Issuer to authorise a Transfer of Financial Products from an Issuer Sponsored
Holding to a CHESS Holding.
"TRANSITION PERIOD" means the period from 11 March 2002 to 10 March 2004 or
such later date as determined by the Commission.
"TRANSMIT" means cause a Message to be made available for collection in the
Message collection facility provided in CHESS for Messages passing between ASTC
and Facility Users.
Note: Rule 16.17 specifies when a Facility User or ASTC is taken to have
Transmitted a Message.
"TRANSMUTE" means to cause:
(a) Principal Financial Products to be converted into CDIs, or CDIs to be
converted into Principal Financial Products; or
(b) Participating International Financial Products to be converted into
FDIs, or FDIs to be converted into Participating International Financial
Products;
under these Rules, without any change in beneficial ownership.
"TRANSMUTATION RATIO" means the ratio which identifies the number or
fraction of CDIs into which a Principal Financial Product may be converted, and
the number or fraction of Principal Financial Products into which a CDI may be
converted.
"TRIBUNAL" means the Disciplinary Tribunal or the Appeal Tribunal, as
applicable.
"TRIBUNAL PANEL" means the panel established under Rule 12.10.1.
"TRUSTEE COMPANY" means a trustee company within the meaning of State or
Territory Trustee Companies legislation or a Public Trustee of a State or
Territory.
"UIC" stands for User Identification Code and means a unique numeric code
allocated by ASTC to ASTC and each Facility User for the purpose of identifying
the source and destination of Messages and which may be:
(a) the UIC of an Issuer;
(b) a PID; or
(c) such other numeric code allocated by ASTC.
"VALID" in relation to a Message, means a Message that:
(a) identifies the source of the Message in the Message header by
specifying a current source UIC that is compatible with the specified AIC;
(b) correctly identifies the destination of the Message in the Message
header by specifying the current UIC for the targeted Message recipient;
(c) is formatted in accordance with and contains all the mandatory data
requirements specified in the EIS;
(d) has been properly authenticated, (determined by reference to the MAC);
and
(e) meets CHESS encryption requirements specified in the EIS.
"WARRANTY AND INDEMNITY PROVISION" means a provision of:
(a) the Participant Warranties and Indemnities;
(b) the Issuer Warranties and Indemnities; or
(c) the ASTC Indemnity.
"WITHDRAWAL INSTRUCTIONS" means written or oral instructions from a
Participant Sponsored Holder to the Controlling Participant for the withdrawal
of Financial Products from a Participant Sponsored Holding and includes
instructions:
(a) for the Conversion of Financial Products in a Participant Sponsored
Holding to any other mode of Holding;
(b) to initiate a change of sponsorship for the Financial Products;
(c) to endorse or initiate an off market transfer of Financial Products; or
(d) to accept a takeover offer for the Financial Products on behalf of the
Participant Sponsored Holder;
(e) to accept a takeover offer for the Securities on behalf of the
Participant Sponsored Holder.
Introduced 11/03/04 Origin SCH 21.13 Amended 09/05/05 06/06/05