Guidance note on filing of Substantial Shareholder Notices

Below is a very short summary of the Hong Kong and Australian requirements that shareholders of Brockman Mining Limited (Brockman) need to be mindful of. To ensure compliance with all the regulatory requirements, Brockman encourages shareholders to seek advice from a financial adviser or a lawyer.

Hong Kong Stock Exchange requirements

Shareholders holding 5% or more of a company listed in the Hong Kong Stock Exchange (SEHK) need to file a substantial shareholders notice to the SEHK. When there is an increase or decrease in the percentage figure of the shareholder’s holding that results in the holding crossing over a whole percentage number which is above 5%, the shareholder will have to notify the change to the SEHK.

The substantial shareholder notice and respective instructions sheet can be found at the following links:

Forms

Instructions

After completion of the forms of Disclosure of Interests, submission can be done electronically via the following link: https://sdinotice.hkex.com.hk/

Foreign Investment Review Board

Under the Australian Foreign Acquisitions and Takeovers Act a person who has 15% of Brockman will have the same interest in the Australian Company as Brockman. Brockman shareholders are advised to seek Australian legal advice before acquiring 15% of Brockman.

Takeover Threshold for the Company

As the Brockman is not subject to the takeover provisions of the Australian Corporations Act, being a SEHK listed company, Brockman is subject to a 30% takeover threshold.

How to transfer shares between Australian register and Hong Kong register?

When a shareholder wishes to shunt shares from one of the two registers (the Home Register) to the other register (the Destination Register), the shareholder must provide the Home Register with a written direction to that effect. The Home Register will then remove the shares from their holding, and place those shares into the control of the Destination Register. A confirmation will then be sent to the Destination Register, which will place the shares into a holding in exactly the same name of the delivering shareholder.

From Australian to Hong Kong Register
  1. Documents required
    Please check with Brockman’s Australia Registrar - Computershare Investor Services Pty Limited (Computershare)
    Toll Free Number within Australia: 1300 582 820
    Enquiry Number from overseas: +61 (3)9415 4811
    Email address: gtuau@computershare.com.au

    Complete the written direction to Computershare and confirmation instruction will be sent to our Hong Kong share registrar, Tricor Services Limited (‘Tricor’).
    Brockman share certificate will be issued by Tricor upon the receipt of confirmation from Brockman/Computershare as well as the requisite documents. 

  2. For Australian shares to be traded in Hong Kong, please deposit your shares into a clearing member of the Central Clearing and Settlement System (CCASS). Contact your local broker for more information.

From Hong Kong to Australian Register
  1. Documents required - Shunt Share Requisition Form and the relevant Brockman share certificate(s)
    Please contact Tricor Services Limited should you have any enquiry for share shunting procedures
    Tel. 852 2980 1862 Mr. Ryan Lee
    Email address: ryan.lee@hktricorglobal.com

    Download Form

    Complete and return the form to Tricor. Confirmation would be given by Tricor to Brockman/Computershare upon receipt of the requisite documents from the shareholder.

  2. For your shares to be traded in Australia, unless you have your own account in Clearing House Electronic Sub register System which provides for electronic share transfers in Australia (‘CHESS Account’), your shares should be held by one of the CHESS Depositary Nominees. Contact your local broker for more information.

Change of address

For shareholders whose shares being registered in the Hong Kong share register, please fill in the following form if you wish to update your address, and return to Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

Download Form


Disclaimer of responsibility

Please note that it is shareholders’ responsibility to comply with the Hong Kong and Australian requirements with regard their interest in Brockman. The above information is a brief summary only and Brockman disclaims any responsibility arising from insufficient guidance. Shareholders are advised to seek advice from the lawyers or financial advisors. The following links may assist a shareholder in searching for legal advisors in Hong Kong or in Australia.