Guide to the Completion of an Off-Market Transfer Form for
Issuer Sponsored & Certificated Securities
Please Note:
¾ We request you use a black pen and print in capital letters when
completing this form;
¾
To avoid the need for the form to be returned for correction or clarification, it is important that all requested information is
supplied.
Instructions to assist in completion are included for all sections;
¾ This form should not be used for the transfer of securities that are on the CHESS subregister. That can be determined from th
e
Reference N
umber shown on your holding statement. If your statement has a SRN, this form should be used. If your statement has
a
HIN , you need to contact your sponsoring broker.
If you have any questions in relation to the manner in which this form is to be completed or the information that is required to be provided.
Please call us on 1300 737 760.
Enhanced Security
In early 2011 changes intended to assist in minimising the potential for fraud in relation to the processing of off-market transfers, were made to
the ASX Listing Rules.
In line with other major registry services suppliers, Boardroom has adopted a series of measures concerning the need for documentary proof of
the identity of the seller or transferor named in the off-market transfer.
Documentary Identity Verification Requirements
Documentary evidence of the identity is only required in respect of the SELLER(S) or TRANSFEROR(S) named in the off-market transfer form.
You should review the requirements listed in Appendix A and supply a certified copy of the required document. Where possible we request a
primary photographic identity document be supplied.
Please only send certified copies of the document(s). Do not send original documents as they will not be returned.
Also, the required proof of identity documents will not be held on file. Therefore, they must be supplied on each occasion that a transfer is
submitted.
Payment of Fee
A fee of
AUD$55.00 (inclusive of GST) is payable. Where there is more than one off-mark
et transfer with the same Seller(s) or Transferor(s) named,
lodged at the same time (the registration name and
address details must be an exact match) only one fee of AUD$55.00 is payable. Other
wise, the
fee is payable pe
r off-market transfer lodged.
Refer below for payment options.
Payment Options
Payment must be made by cheque, payable to ‘Boardroom Pty Limited’.
Please Note: A fee is not payable where the off-market transfer:
o is out of a deceased estate and is to transfer securities to the executors or the beneficiaries of the estate; or
o is a transfer in relation to an Employee Share Plan.
Appendix A
Type of
Investor
Example Documentary evidence of identity required
Individual John David Smith or
John David Smith
<Smith Family A/c>
An originally certified copy of either:
¾ a primary photographic identity document; OR
¾ one primary non-photographic identity document and one secondary
non-photo
graphic identity docum
ent.
Joint Holding John David Smith and Mary
Jane Smith or
John David Smith and Mary
Jane Smith
<Smith Family A/C>
For EACH joint holder, originally certified copies of either:
¾ a primary photographic identity document; OR
¾ one primary non-photographic identity document and one secondary
non-photographic identity document.
Australian
Registered
Company
ABC Pty Limited or
ABC Pty Limited
<Smith Family A/C>
Originally certified copy of the most recent annual Company Statement issued by
ASIC for the company (with the Company Key shown on the Company Statement
masked such that it is not visible) and, for EACH directory or company secretary
who signed the transfer, originally certified copies of either:
¾ a primary photographic identity document; OR
¾ one primary non-photographic identity document and one secondar
y
non-photo
graphic identity docum
ent.
Overseas
Incorporated
Company
ABC PLC or
ABC PLC
<Smith Family A/C>
Companies incorporated overseas must provide a originally certified copy of a
document which outlines the current Officeholders (e.g. Director or Company
Secretary) and that has been issued by the relevant foreign registration body and,
for EACH Officeholder who signed the transfer, originally certified copies of either:
¾ a primary photographic identity document; OR
¾ one primary non-photographic identity document and one secondar
y
non-photo
graphic identity docum
ent.
Please Note:
1) All foreign language documents (e.g. a foreign passport or a document in relation to a company that has been issued by
the
relevant foreign r
egistration body) must be certified as true copy and must be accompanied by an English translation
prepared by an accredited translator; and
2) Where the off-market transfer form has been signed on behalf of the investor under a power of attorney, a certified copy
of
the po
wer of attorney must have already been lodged for noting or must accompany the off-market transfer w
hen it is
lodged. Fur
ther, the person(s) signing the off-market transfer form in accordance with the power of attorney must provi
de
the appro
priate documentary evidence of identity as required above and the applicable documentary ev
idence of identity
must also be pro
vided for the seller(s) or transferor(s) named on the off-market transfer. Where the seller or transferor is a
company, documentary evidence of identity must be provided for any two of the Officeholders named in the Company
Statement or overseas equivalent document unless the company statement or overseas equivalent shows there is a sole
director or sole director/company secretary in which case only documentary evidence of identity for that person is required.
Primar
y Photographic Identity Documents:
Curre
nt Driver’s Licence
Australian Passport (that has not expired within the last two years)
International Travel Document/Foreign Passport (that has not expired within the last two years)
Proof of Age Card
National Identity Card
Primary Non-photographic Identity Documents:
Australian Birth Certificate or Extract of Birth
Australian Citizenship
Certificate
Foreign Birth Certificate
Centrelink Pension Card or Centrelink Healthcare Card
Secondary Non-photographic Identity Documents:
An income tax assessment notice issued within the past 12 months
A local government (rates) notice or a utilities notice (gas, electricity or telephone bill) issued within the past 3 months
For a minor (person under 18 years of age) a notice issued by a school principle within the 3 monthsa financial benefit notice
issued by the Commonwealth, a State or Teritory within the past 12
months
Documents can be certified b
y a person authorised to do so under a state or territory law. Examples are:
Legal Practitioners
Justices of the P
eace
Chartered Accountants
Members of the police
force
Legally qualified medical practitioners
The person ce
rtifying must state:
a) their title, name and contact details (e.g. telephone number);
b) that the document is a true and correct copy of th
e original;
c)
if there is more than one page either the certification must state the number of pages in the copy or each page must be certified; and
the signature of the person certifying must be original (that is, it cannot be a photocopy).
HOW TO COMPLETE THE TRANSFER FORM FOR NON-MARKET TRANSACTIONS
WHEN TRANSFERRING SHARES IN A LISTED or UNLISTED COMPANY
1. Stamp Duty
Transfers of securities that are listed and quoted on an Australian Stock Ex
change are exempt from stamp duty.
However, Stamp Duty is payable on all other securities by the buyer of the shares and is based on the amount of consideration (refer 8).
The stamp duty is calculated at the rate applicable to the state in which the company the securities are held is registered. If the company is
incorporated outside Australia, the state or territory in which the principal register is located determines the state or terri tory in which the duty is
payable.
Transfers must be submitted to the respective State or Territory Stamp Duty office for assessment and payment of any applicable duty.
2. Full Name Of Company or Corporation
The full name of the company or corporation in which securities are held.
3. Description Of Securities
e.g. Fully Paid Ordinary Shares, 9% Unsecured Convertible Notes etc....
4. Register
The state on which the seller’s securities are registered. This can be found on the securities certificate or statement.
5. Quantity
Number of securities being transferred (in both words and figures). The marking up of either number, even when initialed, invalidates the form.
6. Full Name Of Transferor/S Or Seller/S
Full names must be included.
7. Securityholder Reference Number
This number must be quoted w hen transferring secu rities not represented by certificates. That is securities registered on the i ssuer sponsored
(uncertificated) subregister. If the security is certificated, the original share certificate (or replacement certificate form) must be attached to the
transfer form.
8. Consideration
Is the full amount paid in settlement of the transfer of securities. Purchases should reflect the market price of shares as at the date of purchase.
Market values are quoted in the daily newspapers.
9. Date Of Purchase
Insert date of purchase or completion of the transfer.
10. Full Name Of Transferee/s or Buyer/s
Insert the full names of buyer/s (a maximum of three joint holders).
Securities may not be registered in the names of a firm or business name, an estate or deceased person, a minor, a fund or a trust.
10A. Securityholder Reference Number (SRN)
If the buyer is an existing holder in the company and is regist ered on the Issuer Sponsored (unc ertificated) subregister, please quote the existing
SRN.
11. Full Postal Address Of Transferee/s or Buyer/s
Insert full address including the postcode. Only one address may be recorded.
12. Seller Signature/s
(i) Individuals - The securityholder must sign
(ii) Joint Holdings – Where the holding is in more than one name, all of the securityholders must sign
(iii) Power of Attorney - To sign as power of attorney, you must have already lodged it with the registry.
Alternatively, attach a certified photocopy of the power of attorney to this form.
(iv) Deceased Estate - When the holding is in the name of an estate, all executors/administrators are required to sign.
(Probate requirements must also be complied with)
(v) Companies - Director, Company Secretary, Sole Director and Sole Company Secretary can sign.
Please indicate the office held under your signature.
13. Date Signed
Insert date signed by the seller/s.
14. Buyer Signature/s
(vi) Individuals - The securityholder must sign
(vii) Joint Holdings – Where the holding is to be registered in more than one name, all of the proposed securityholders must sign
(viii) Power of Attorney - To sign as power of attorney, you must have already lodged it with the registry.
Alternatively, attach a certified photocopy of the power of attorney to this form.
(ix) Deceased Estate - When the holding is in the name of an estate, all executors/administrators are required to sign.
(Probate requirements must also be complied with)
(x) Companies - Director, Company Secretary, Sole Director and Sole Company Secretary can sign.
Please indicate the office held under your signature.
15. Date Signed
Insert date signed by the buyer/s.
16. Amendments
Any change made to the form must be initialed by both parties. The use of liquid paper will deem the form invalid.
NOTE 1. Copies of supporting documents forwarded must be certified as a co rrect copy by a person who in the State or Territory of certification has the
power to witness a Statutory Declaration.
NOTE 2. Transfers or other documents that do not fully meet the company’s requirements are liable to be returned unregistered.
Privacy Statement
The personal information in this form is collected by Boardroom Pty Limited (‘Boardroom”), as registrar for the issuer of the securities you hold.
Boardroom’s privacy policy can be viewed on our website (www.boardroomlimited.com.au).
Your personal information is required for adm inistration of the register of securityholdings. Should some or all of the request ed information not be
provided correct administration of y our securityholding may not be possible. Y our personal info rmation may be disclosed to the issuer of the
securities you hold, its or our related bodies corporate, external service companies such as print or mail service providers or otherwise as permitted
by law. If, in accordance w ith the provisions of the Corporati ons Act the issuer of the securi ties you hold approves, y ou may be sent marketing
material in addition to general corporate communications. You may elect not to receive marketing material by contacting Boardroom Pty Limited.
You can obtain access to y ou personal information and (if required) advise of any incorrect, inaccurate or out of date data inf ormation held, by
contacting Boardroom Pty Limited on 1300 737 760
AUSTRALIAN STANDARD TRANSFER FORM
Use a black
pen. Print in CAPITAL letters
Uncertificated CHESS Holdings - This form must be forwarded to the CHESS Sponsoring Broker or Non-Broker Participant.
Uncertificated Issuer Sponsored Holdings
- This originally signed form must be forwarded to the Issuer’s Registry.
Certificated Holdings
– This originally signed form and the original certificate (or replacement certificate form) must be
forwarded to the Issuer’s Registry.
1. Stamp Duty (if applicable)
2.
Full name of Company or
Corporation
3.
Description of Securities
(Shares, options etc.)
Class If not fully paid, paid to
Register
4.
5.
Quantity
Words Figures
6.
Full name/s of
Transferor/s
(Seller/s)
Given Name/s Surname
....................................................………….........
.........................................…………....................
6A. Seller’s daytime contact telephone
n number (required for security checks)
7.
Securityholder Reference
Number
SRN : __________________________________
(
Must be
q
uoted for uncertificated securities. Otherwise ori
g
inal certificate must be returned
)
……………
8.
Consideration
$
Date of Purchase
9. / /
10.
Full name/s of
Transferee/s
(Buyer/s)
Title
Mr
Mrs
Ms
}
}
}
Given Name/s Surname
......................................................................................................……………..
………………………………………………………………………………………
.....................................................................................................……………….
10A.
Securityholder Reference
Number (if applicable)
SRN : ____________________________________
11.
Full postal address of
Transferee/s
(Buyer/s)
………………………………………………………………………………………………………
………………………………………………………………………………………………………
State/Country
...........................................................................
Postcode
.....................
I / We the registered holder/s and undersigned seller/s for the abov e consideration do hereby transfer to the above name/s here inafter called the Buyer/s
the securities as specified above standing in my/our name/s in the books of the above named Company , subject to the several conditions on which I/We
held the same at the time of signing hereof and I/We the Buyer/s do hereby agree to accept the said securities subject to the s ame conditions. I/We have
not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which this transfer is signed.
12.
Transferor/s
(Seller/s)
sign here
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and
Sole Company Secretary
Director Director/Company Secretary
Day Month Year
13.
/ /
14.
Transferee/s
(Buyer/s)
sign here
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and
Sole Company Secretary
Director Director/Company Secretary
Day Month Year
15.
/ /
All correspondence and enquiries to:
Smart Business Solutions
GPO Box 3993
Sydney NSW 2001
Tel: 1300 737 760 (within Aust)
Tel: + 61 2 9290 9600 (outside Aust)
Fax: + 61 2 9279 0664
www.boardroomlimited.com.au
enquiries@boardroomlimited.com.au
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