Dual list­ing, dou­bly safe

Finweek English Edition - - Letters - CHARLES LOURENS

FOL­LOW­ING THE pub­lish­ing of Vic de Klerk’s ar­ti­cle in Fin­week of 15 Fe­bru­ary 2007, we have had a num­ber of con­cerns and en­quiries ex­pressed, as there has clearly been some mis­un­der­stand­ings of re­quire­ments for share move­ments across ju­ris­dic­tions.

We thought it best to ad­vise our ob­ser­va­tions on some of the re­al­i­ties of mov­ing shares be­tween dif­fer­ent ju­ris­dic­tions and I com­ment as fol­lows: 1. All move­ments of shares into and out of SA on dual or plc reg­is­ters (UKlisted com­pa­nies), are al­ways sub­ject to ex­change con­trols (“Ex­con”), so it’s not as sim­ple as the ar­ti­cle in­di­cates. Strate, CSDPs, any in­di­vid­ual or bro­ker would have to com­ply with spe­cific Ex­con-pub­lished reg­u­la­tions, which can­not be over­rid­den with­out se­ri­ous con­se­quences for share­hold­ers. 3. There’s no “but­ton” to speak of, as all move­ments be­tween ju­ris­dic­tions are in Cer­tifi­cated form and can­not hap­pen with­out in­ter­ven­tion of the Trans­fer sec­re­tary / Reg­is­trars and very spe­cific ad­min­is­tra­tive con­trols and re­quire­ments on the reg­is­ters in the re­spec­tive ju­ris­dic­tions where it’s listed. Such reg­is­ters are care­fully kept in bal­ance at all times. 4. Plcs are a spe­cial case in as far as a spe­cial nom­i­nee was set up by Strate (UK act does not recog­nise other CSDs in the world – only CREST) and ef­fec­tively they there­fore hold the De­ma­te­ri­alised shares of plcs on reg­is­ter in SA in a pur­pose Nom­i­nee (“Plc Nom­i­nees”); the only prac­ti­cal way to move th­ese shares is by way of for­mal trans­fer form af­ter “de­ma­te­ri­al­i­sa­tion” into pa­per cer­tifi­cates. Trans­fer forms are “signed” by Plc Nom­i­nees (Strate) as the


of­fi­cial recog­nised holder on reg­is­ter, and again all the pa­per­work has to be lodged with the trans­fer sec­re­taries to ef­fect such share move­ments. It fol­lows there­fore that nei­ther does Strate con­trol all hold­ers, but only those de­ma­te­ri­alised in Strate – par­tic­i­pants and any thus cer­tifi­cated reg­is­ter par­tic­i­pants are not in­cluded in that process. Cer­tifi­cated hold­ers have to move shares to other ju­ris­dic­tions through for­mal re­quest to their lo­cal Regis­trar af­ter due ap­proval of an au­tho­rised Ex­con agent of SARB (mainly the large SA banks). Their cer­tifi­cates have to be en­dorsed as non-res­i­dent by au­tho­rised agents prior to re­moval to an­other ju­ris­dic­tion. Trust this gives some per­spec­tive

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