Updated 24 November 2023

Computershare recently sent communications to Shareholders in relation to the DTC election process (being the “Letter of Transmittal” and the “Exchange Notification” email, which we referred to in our earlier-published FAQs and notes below).  

The purpose of these communications was to allow Shareholders to make an election about how they will receive their MergeCo (Carbon Revolution plc) Shares.  

Shareholders were able to make this election online using a Computershare website.  

In our update published on 8 November 2023 (below), we notified Shareholders that the Computershare website had been shut down due to a technical issue with Computershare’s systems which caused errors with the website.  

We were assured by Computershare that these issues had been resolved and the website was recently reinstated.  

Regrettably, it came to our attention earlier today (24 November 2023) that there are still errors with the Computershare website. We have directed Computershare to shut the website down for a second time. The website has now been shut down for a second time. 

We have directed Computershare to urgently fix this issue and to send revised communications to Shareholders early next week with updated instructions and related information to allow Shareholders to make the necessary DTC election. 

As this process is being entirely run by Computershare and using Computershare systems, we are unable to resolve these problems ourselves. If you have any questions, we kindly ask that you contact Computershare directly as this will be the most efficient avenue for obtaining more information about this process and the steps Computershare is taking to resolve these problems.  

Within US/Canada: 1 (866) 596-2937.  

Outside US/Canada at 1 (781) 575-2160. 

Thank you for your patience as Computershare works to facilitate the DTC election process for all Shareholders. Further communications will follow shortly from Computershare.  

Updated 8 November 2023

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

Computershare website technical issue

Computershare has set up a separate website to enable MergeCo (Carbon Revolution plc) Shareholders to complete the DTC Election process. (This is only relevant for Shareholders who did not complete this process by the initial deadline of 16 October 2023.)

Regrettably, due to a technical issue with Computershare’s systems, there were errors with this Computershare website and it had to be taken down over the weekend. The website is now back online and Shareholders will have received new login credentials from Computershare. Please do not attempt to login to the Carbon Revolution Election Website using your original credentials as they will no longer work.

DTC Participants

Carbon Revolution has received feedback that some Australian brokers/institutions are not able to assist with the DTC process (or that it is difficult to contact the relevant personnel within such brokers who are able to assist). Whilst we are not endorsing or recommending the services of any particular broker or financial institution, Carbon Revolution has received positive investor feedback that Westpac is able to facilitate the DTC election process (through Pershing LLC).

MergeCo Shareholders can contact Westpac as follows:

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

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

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

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

My Westpac Global account details are:

NAME
ACC NUMBER
ADDRESS

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

Please notify me if there is anything else required.

You will need to calculate the number of MergeCo Shares that you will receive by multiplying the number of Carbon Revolution Shares that you held at the Scheme Record Date (in the shareholding for which you submitted a DTC Election), multiplied by the Merger Ratio, which is 0.00643121435972925. Please use the full set of decimals and round down to the closest share.

For example, if you held 10,000 Carbon Revolution Shares on the Scheme Record Date, the number of MergeCo Shares that you will receive under the Scheme and which you will need to specify in your DWAC instruction is 64

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

ISIN number

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

DRS Certificates

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

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

CREV

Carbon Revolution Limited previously traded on ASX under the ticker “CBR”.
Carbon Revolution plc, the new parent company of the Carbon Revolution Group, is now listed on Nasdaq and is trading under the ticker “CREV”.

Exchange Agent Account

If you did not make a valid DTC Election by 16 October 2023 and your DTC Participant does not complete the valid DWAC instruction by 9 November 2023, your MergeCo Shares will be held in an account operated by Computershare called the “Exchange Agent Account”. Please see further information in our guidance below about this account.

If your MergeCo Shares are held in the Exchange Agent Account, you will only be able to trade them on Nasdaq by completing the DTC Election and DWAC instruction process. You will receive a communication from Computershare with instructions about how you can complete this process. This process will need to be completed before 3 May 2024.

DTC ELECTIONS

Carbon Revolution has received numerous queries in relation to the “DTC Election” process.

This process relates to how you will hold your MergeCo (Carbon Revolution plc) Shares, which determines whether or not you will be able to immediately and efficiently trade them on Nasdaq.

The DTC Election process allows you to nominate a DTC Participant (a broker or financial institution which can facilitate trading in US listed securities, including MergeCo Shares) to hold your MergeCo Shares for you on your behalf.

Most Australian brokers with an international share trading capability (and, for CBR shareholders located in other countries, local brokers) will have a relationship with a DTC Participant (see FAQ’s below).
You will only be able to settle trades in respect of your MergeCo Shares on Nasdaq if you hold them through a DTC Participant.

The DTC Election process is summarised below and it was referred to in the Scheme Booklet and Second Supplementary Scheme Booklet.

The capitalised terms used within this reference guide are defined in the Scheme Booklet. Shareholders should read the Scheme Booklet in full in relation to the implications of making a DTC Election or not making a DTC Election.

Shareholders were previously given an opportunity to make a DTC Election prior to the initial deadline of 5pm on 16 October 2023 (Initial Deadline).

If you made a valid DTC Election by the Initial Deadline

If you made a valid DTC Election by the Initial Deadline, you must now instruct your nominated DTC Participant to input a Deposit or Withdrawal at Custodian instruction (“DWAC”) by close of business on Thursday, 9 November 2023 (US time).

If you do not request your nominated DTC Participant to initiate a valid DWAC instruction by 9 November 2023, or you do make that request but your DTC Participant does not complete a valid DWAC instruction by 9 November 2023, you will not be able to trade your MergeCo Shares immediately on or shortly after Implementation (3 November 2023). This is because in that scenario, your MergeCo Shares will be transferred into an account called the “Exchange Agent Account” (this is discussed further below) rather than being delivered to your nominated DTC Participant.

If your MergeCo Shares are transferred into the Exchange Agent Account, you will receive a further communication from MergeCo’s new Registry (in the United States, the Registry is known as the “Transfer Agent”), Computershare. This communication shall be sent by post and detail the different actions to be taken by you in order to receive your MergeCo Shares. This communication and instruction process will delay your ability to trade and transact on your MergeCo Shares on Nasdaq.

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

1. Instruct your DTC Participant to input the DWAC against the MergeCo CUSIP (G1893D102) in DTC;
2. Instruct your DTC Participant to initiate a DWAC instruction for the precise number of MergeCo Shares that you will receive under the Scheme (this is discussed further below
3. Provide your DTC Participant with your “SRN” or “HIN”. The SRN is a Securityholder Reference Number. This number identifies you if your existing Carbon Revolution shares are held on the register maintained by Link. The HIN is a Holder Identification Number. This number identifies you if your existing Carbon Revolution shares are held/managed (“sponsored”) by a broker instead of Link.

If you do not specify the correct number of MergeCo Shares, do not apply the correct CUSIP or if the DWAC is submitted or contains a settlement date that is after 9 November 2023, your DWAC instruction will be rejected and you will not be able to immediately access and trade your MergeCo Shares on Nasdaq. This process is described further below.

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

In response to this request, if you made a valid DTC Election by the Initial Deadline, you should provide your existing SRN or HIN (for your Carbon Revolution shares).

If your DTC Participant queries why you have not provided a Computershare Account Number or Control Number, please tell them that Computershare does not allocate Account Numbers or Control Numbers to shareholders who made valid DTC Elections by the Initial Deadline, because the MergeCo Shares that Computershare will deliver to DTC Participant accounts for these shareholders will be newly issued. Computershare only allocates Account Numbers or Control Numbers to shareholders who did not make valid DTC Elections by the Initial Deadline.

Once your broker has made and completed a valid DWAC instruction, Computershare will transfer your MergeCo Shares into your DTC Participant account, and you will be able to place and settle trades on Nasdaq.
Your DTC Participant may charge you a fee for DWAC and trading services, which you should familiarise yourself with.

If you did not make a valid DTC Election by the Initial Deadline

You will be in this position if either you made a DTC Election by the Initial Deadline but your election was invalid, or if you did not make any DTC Election by the Initial Deadline.
If you are in this position, your MergeCo Shares will be transferred into the Exchange Agent Account, which is operated by Computershare. You will shortly receive either a “Letter of Transmittal” or an “Exchange Notification” email from Computershare.

You will receive a Letter of Transmittal if Carbon Revolution’s existing Registry, Link, does not have your email address. If you have previously provided Link with your email address, then you will receive an Exchange Notification email. These communications are equivalent even though their names are different. These communications have now been sent. All shareholders are encouraged to provide Computershare with their email address which will facilitate faster communications.

You will also receive a Letter of Transmittal/Exchange Notification email if you made a valid DTC Election by the Initial Deadline but you did not request your nominated DTC Participant to initiate a DWAC instruction by 9 November 2023, or if you did make that request but your broker failed to make and complete a valid DWAC instruction by 9 November 2023. In either of these scenarios, your MergeCo Shares will be transferred to the Exchange Agent Account, and you will need to follow this same process to receive and be able to trade your MergeCo Shares on Nasdaq.

The Letter of Transmittal/Exchange Notification email will give you a further opportunity to elect to hold your MergeCo Shares through a DTC Participant or, if you prefer, to hold your MergeCo Shares directly to MergeCo’s register in registered form (the disadvantages of holding your MergeCo Shares on MergeCo’s register in registered form are discussed below).

The Letter of Transmittal/Exchange Notification email will specify your Account Code (11 digits) and a Control Code (9 digits).

If you elect to hold your MergeCo Shares directly on MergeCo’s register, you will not be able to immediately place and settle trades in respect of those MergeCo Shares until you have subsequently transferred them to a DTC Participant And your nominated DTC Participant has made and completed a valid DWAC instruction.

Please note, in this scenario (ie, if you transfer your MergeCo Shares from MergeCo’s register to a DTC participant), the transfer to the DTC Participant will require you to complete a physical stock transfer form (complete with a medallion signature guarantee) and the payment of any required Irish stamp duty tax. Once you have delivered these original items to Computershare in the US, your nominated DTC Participant can then submit the required DWAC instruction.

Before 3 May 2024, you may submit your election by following the instructions in the Letter of Transmittal/Exchange Notification email.

This will involve either returning the completed original paper form or logging on to the dedicated online platform specified in the letter, which is now live.

IF YOU DID NOT MAKE A VALID DTC ELECTION BY THE INITIAL DEADLINE, THERE IS A FURTHER PERIOD OF 6 MONTHS (OR LONGER, IF EXTENDED BY THE COMPANY) WHERE YOU MAY IDENTIFY (AND OPEN ACCOUNT WITH) A DTC PARTICIPANT TO TRANSFER YOUR MERGECO SHARES TO SO THAT YOU CAN EFFICIENTLY TRADE AND TRANSACT YOUR MERGECO SHARES ON NASDAQ.

Key dates / options for shareholders

A. 6 month period from 3 November 2023 to 3 May 2024 (or such longer period if extended by MergeCo)
• If you did not make a valid DTC Election by the Initial Deadline, your MergeCo Shares will be held in the Exchange Agent Account until 3 May 2024 (MergeCo may in its discretion extend this deadline). The Scheme Booklet discusses benefits to you of holding your MergeCo Shares in this account, including that it may make it easier for you to subsequently transfer your MergeCo Shares to a DTC Participant.

• You will be able to elect to transfer your MergeCo Shares from the Exchange Agent Account to a DTC Participant by completing the election process described in the Letter of Transmittal/Exchange Notification email from Computershare. Amongst other steps, if you do not already have an account with a DTC Participant, you will need to first establish one before you can complete the process set out in the Letter of Transmittal/Exchange Notification email and make a valid DTC Election.

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

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

• You will not be able to immediately trade your MergeCo Shares on Nasdaq if they are held directly on the MergeCo’s register for as long as they remain on that register.

• In this scenario, if you would like to later trade your MergeCo Shares on Nasdaq, you will have to transfer them from the MergeCo register to a DTC Participant. This may incur further costs and stamp duty and you may need to complete complex administrative steps that you would not otherwise incur or need to complete if you make a valid DTC Election while your MergeCo Shares are in the Exchange Agent Account.

DTC election process

If you would like to make a DTC Election, you will need to:

• Conduct your own enquiries to identify a suitable DTC Participant. If you have a broker or use a trading platform, please inquire with your broker or the institution which runs the trading platform whether it is a DTC Participant or affiliated with one, and obtain the DTC Participant name, account number and contact information. You will need this information to complete the DTC Election form.

• If your MergeCo Shares are held on the issuer sponsored sub-register, you will need to transfer your holding to a broker account (which is both a CHESS participant and a DTC Participant or affiliated with one) to enable you to complete and submit the DTC Election form.

• Establish an account with the DTC Participant, if you do not already have one.

• When you receive the Letter of Transmittal/Exchange Notification email from Computershare, make the relevant DTC Election by completing the election process described in that communication.

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

You will not be able to immediately trade your MergeCo Shares on Nasdaq if they are held on MergeCo’s register.

If you wait until your MergeCo Shares have been transferred to the MergeCo register before you elect to transfer them to a DTC Participant, you may incur further costs and stamp duty and need to complete complex administrative steps to transfer them from the register to a DTC Participant.

FAQs

What happens if I have not completed my DTC Election?

As noted above, if you did not make a valid DTC Election by the Initial Deadline, your MergeCo Shares will be transferred to the Exchange Agent Account, where they will be held until 3 May 2024 (MergeCo may decide to extend that date), unless you instruct a transfer before then in accordance with the instructions provided in the Letter of Transmittal/Exchange Notification email.

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

You will not be able to immediately trade your MergeCo Shares on Nasdaq until you have transferred them to a DTC Participant and your DTC Participant has made and completed a valid DWAC instruction.
As noted above, if your MergeCo Shares are still in the Exchange Agent Account on 3 May 2024, unless MergeCo extends that deadline, your MergeCo Shares will be transferred to you on the MergeCo’s register. You will not be able to immediately trade your MergeCo Shares that are on MergeCo’s register on Nasdaq until you have arranged the transfer of your MergeCo Shares to a DTC Participant.

If you wait until your MergeCo Shares have been transferred to you on the MergeCo register before you elect to transfer them to a DTC Participant, you may incur further costs and stamp duty and need to complete complex administrative steps.

How do I find out if my trading / broking institution is a DTC participant (or has a relationship with one)?

Contact your trading/broking institution and/or check their website and whether you can open an international trading account which allows you to hold and trade shares in US listed stocks, including MergeCo (once listed on Nasdaq), and if so, obtain the DTC Participant name, account number and contact details to enable you to complete the DTC Election form. Please note that fees may be charged.

Are there any institutions which cannot provide a DTC participant number for MergeCo?

Most brokers with an international share trading capability should have a DTC participant number. For shareholders who use a broking trading platform, we are aware that Commsec cannot currently provide a DTC participant number, nor can Macquarie. If we become aware that this information changes, we will update it.

My broking account / trading account does not support the DTC process. What should I do?

If you wish to make a DTC Election to be able to trade your MergeCo Shares on Nasdaq, you will need to open an international trading account with a broker or institution which can provide a DTC participant number.
Whilst we are not endorsing or recommending the services of any particular broker or financial institution, we understand that trading platforms who may provide a DTC participant number and related services include Westpac.

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

I have been asked to provide the CUSIP. What is this?

A CUSIP is the unique security identifier assigned to every US listed security. “CUSIP” stands for Committee on Uniform Securities Identification Procedures. A CUSIP number identifies certain financial instruments, including stocks of all registered U.S. companies. Carbon Revolution plc’s CUSIP is G1893D102.

What is “DWAC” and how do I issue a DWAC instruction?

DWAC stands for “Deposit/Withdrawal At Custodian”.

The DWAC function can only be issued/submitted by a DTC participant and allows certain brokers and custodial banks (those financial institutions that are a DTC Participants) to request the electronic movement of a specified number of MergeCo Shares to or from the MergeCo Registry, essentially being able to move securities of their client into (or out of) their DTC Participant account.

As noted above, if you made a valid DTC Election by the Initial Deadline, you must now instruct your nominated DTC Participant to submit a DWAC instruction by 9 November 2023 if you want to trade your MergeCo Shares efficiently on Nasdaq on or shortly after 3 November 2023.

It is vital that you instruct your DTC Participant to initiate a DWAC instruction for the precise number of MergeCo Shares that you will receive under the Scheme (this is explained further below). If you do not specify the correct number of MergeCo Shares, your DWAC instruction will be rejected and you will not be able to trade your MergeCo Shares.

You will need to ensure your DTC Participant inputs a valid DWAC instruction on your behalf by 9 November 2023 against the MergeCo CUSIP (G1893D102) in DTC.

If you do not do this, you will not receive your MergeCo Shares into your nominated DTC Participant account.

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

How do I calculate the precise number of MergeCo Shares which I will receive under the Scheme for my DWAC instruction?

As noted above, if your DTC Participant does not specify the precise number of MergeCo Shares that you are to receive in your DWAC instruction, does not apply the correct CUSIP or the DWAC is submitted or contains a settlement date that is after 9 November 2023, your DWAC instruction will be rejected.

You will need to calculate the number of MergeCo Shares that you will receive by multiplying the number of Carbon Revolution Shares that you held at the Scheme Record Date (in the shareholding for which you submitted a DTC Election), multiplied by the Merger Ratio, which is 0.00643121435972925. Please use the full set of decimals and round down to the closest share.

For example, if you held 10,000 Carbon Revolution Shares on the Scheme Record Date, the number of MergeCo Shares that you will receive under the Scheme and which you will need to specify in your DWAC instruction is 64.

Where can I find my Account Code and Control Code?

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

For further information on how MergeCo Shares may be held on and following Implementation, please refer to section 7.12 of the Scheme Booklet.

We encourage shareholders to contact us at info@carbonrev.com to provide feedback on their experience so we can add further information on this page to assist other shareholders