Trading on Sunshine Heart FAQ
Sunshine Heart, Inc. (the Company or Sunshine Heart) is a Delaware incorporated company. On 28 September 2004, trading in CHESS depositary interests (CDIs) of Sunshine Heart commenced on the ASX under the stock ticker ‘SHC.’ Sunshine Heart had its Form 10 registration statement declared effective by the U.S. Securities and Exchange Commission (the SEC) on 14 February 2012. Trading on NASDAQ commenced on 16 February 2012 under the ticker ‘SSH.’
To assist all shareholders of Sunshine Heart, a list of Frequently Asked Questions in relation to these changes and the dual listing of Sunshine Heart on ASX and NASDAQ are set out below. To access the forms needed to convert CDIs to common stock and to convert common stock to CDIs, see Question 7.
Important Notice: The information in this document does not take into account your individual investment objectives, financial situation and needs. The information in this document is of a general nature and is not financial product advice and should not be relied upon as the sole basis for any investment decision. Shareholders should consult their financial, legal or tax adviser before deciding to buy or sell shares in Sunshine Heart. Your adviser may ask you for the Sunshine Heart CUSIP number. For your reference, Sunshine Heart’s CUSIP number is 86782U106.
1. What is a CHESS depositary interest or CDI?
The electronic transfer system used on ASX, known as 'CHESS', cannot be used directly for the transfer of securities of foreign companies. Accordingly, to enable companies such as Sunshine Heart to have their securities cleared and settled electronically through CHESS, depositary instruments called CHESS Depositary Interests (CDIs) are issued.
The CDIs confer a beneficial interest in Sunshine Heart’s common stock which can be traded on ASX. CDI holders receive all of the economic benefits of actual ownership of the underlying Sunshine Heart common stock (for example the right to receive shareholder notices, vote at meetings and receive dividends, if any). The legal ownership of all CDIs is held by CHESS Depositary Nominees Pty Limited, which is a subsidiary of the ASX.
2. What is a share of common stock?
Shares of common stock are the U.S. equivalent of ordinary shares in Australia. Sunshine Heart has been incorporated in the United States and hence has common stock on issue.
The NASDAQ OMX Group, Inc., known as NASDAQ, is the world's largest exchange company. It delivers trading, exchange technology and public company services across six continents, with more than 3,500 listed companies representing all industry sectors.
'Dual listing' means that the Company's shares are traded on two stock exchanges – the ASX in the form of CDIs and NASDAQ in the form of common stock. The ticker codes are as follows:
ASX: SHC NASDAQ: SSH
5. What is the ratio of shares of common stock to CDIs?
Each CDI represents an interest in 1/200th of an underlying share of Sunshine Heart common stock.
6. How can I hold my common stock?
In the United States, common stock can either be held:
Direct Registration System or DRS
DRS is equivalent to issuer sponsored shares in Australia. American Stock Transfer & Company, LLC, as the U.S. transfer agent (registry), will issue holders of common stock held in the DRS system with a holding statement and identification reference. There are no physical share certificates issued and the holding statement evidences ownership.
DTC system (with a broker or custodian)
Similar to CHESS in Australia, your broker or custodian can be named as the holder of those shares of common stock on your behalf as the 'DTC Participant'. To sell some or all of those shares or, if you wish to convert some or all of those shares of common stock into CDIs on the ASX, you may contact your broker. If you wish to hold your shares of common stock in the DTC System, you need to have or open an account with a U.S. broker or custodian.
7. Can I convert between CDIs and common stock? What forms do I need and is there a fee?
Yes, you can do this at any time for some or all of your CDIs or common stock; provided, that you meet the necessary requirements. Before submitting a conversion request, please read Question 8 below regarding whether shares of common stock are freely tradable on NASDAQ. Fees may be payable by shareholders in respect of conversion. Should you have a broker, please check with them prior to confirming the conversion of shares to common stock.
CONVERTING CDIs INTO U.S. COMMON STOCK
CDI holders will need to complete Sunshine Heart’s Notice of Transmutation Form in order to convert their CDIs into U.S. common stock shares. To obtain a copy of the form, please download the form here, call Link Market Services on +61 2 8280 7181 or email registrars@linkmarketservices.com.au and Link will be able to either email, fax or post a copy of this form to you depending on your preference.
Step 1: Fill in Sunshine Heart’s NOTICE OF TRANSMUTATION Form (Australia Register to United States Register)
Section A – Insert the number of CDIs to be converted into common stock – this number must be divisible by 200. Insert the appropriate day, month and year the form was completed.
Section B – Insert the lodging party details for the CDI holding on the ASX and ensure you provide the lodging party’s contact name, telephone number and email address.
Section C – Please choose your registration details for the U.S. common stock shares to be issued. If you tick “YES”, please ensure you provide all the relevant U.S. participant and DTC details.
Section D – Please read the signing instructions provided at the bottom of the form and sign the Notice of Transmutation Form accordingly.
Step 2: Complete the STOCKHOLDER REPRESENTATION LETTER UNDER RULE 144 in the form attached here. If you do not provide American Stock Transfer a satisfactory Rule 144 representation letter, your shares of common stock will not be freely tradable on NASDAQ (as discussed in Question 8 below) and will bear a legend to this effect. If you are unable to provide the attached form 144 representation letter, please contact American Stock Transfer to discuss your options at +1 877-248-6417 (toll free within US) or +1 718-921-8317 or email LegalTransfer@amstock.com. If you follow Step 3, Link Market Services will provide American Stock Transfer your STOCKHOLDER REPRESENTATION LETTER UNDER RULE 144
Step 3: Send the completed NOTICE OF TRANSMUTATION FORM and STOCKHOLDER REPRESENTATION LETTER UNDER RULE 144 to Link Market Services, either:
By facsimile to (02) 9287 0303 (within Australia)
or +61 2 9287 0303 (outside Australia)
By email registrars@linkmarketservices.com.au
By mail to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Australia
Step 4: Please allow an average of 2 to 5 business days for your request to be completed. If you have any enquiries regarding your CDIs, please contact Link Market Services on (02) 8280 7181 within Australia or +61 2 8280 7181 outside Australia or email registrars@linkmarketservices.com.au
CONVERTING COMMON STOCK INTO CDIs
Holders of common stock will need to complete Sunshine Heart’s Notice of Transmutation Form in order to convert their common stock into CDIs. To obtain a copy of the form, please download the form here, call American Stock Transfer & Trust Company LLC on +1 877-248-6417 (toll free within US) or +1 718-921-8317, or email info@amstock.com and American Stock Transfer will be able to either email, fax or mail a copy of this form to you depending on your preference. A fee will not charged to a holder of common stock seeking to convert the common stock to CDIs (although a fee will be payable by market participants).
Step 1: Fill in Sunshine Heart’s NOTICE OF TRANSMUTATION Form (United States Register to Australia Register)
Step 2: Send the completed Form to American Stock Transfer, either:
By facsimile to 718 765 8714
By email LegalTransfer@amstock.com
By mail to American Stock Transfer & Trust Company LLC, PO Box 2042, New York, New York 10272 -2042
Step 3: Please allow an average of 2 to 5 business days for your request to be completed. If you have any inquiries regarding your conversion, please contact American Stock Transfer on +1 877-248-6417 (toll free within US) or +1 718-921-8317 or email LegalTransfer@amstock.com.
8. Are my shares of common stock freely tradable on NASDAQ and are my CDIs freely tradable on the ASX?
Sunshine Heart has not registered any of its shares of common stock or CDIs under the U.S. Securities Act of 1933, as amended (the Securities Act). All of the Company’s outstanding securities were issued pursuant to exemptions from registration under the Securities Act and are "restricted securities" under Rule 144 of the Securities Act. As a result, shares of the Company’s common stock and CDIs cannot be sold by investors unless the shares or CDIs are registered under the Securities Act or an exemption from registration is available. Sunshine Heart does not intend to register any of its outstanding securities at this time.
Rule 144 provides one exemption from registration for sales of the Company’s common stock or CDIs by investors. In general, under Rule 144, an investor who has owned shares of common stock or CDIs for at least six months generally will be entitled to sell those shares or CDIs under Rule 144, provided the Company remains current in its filings with the SEC. In connection with a sale of securities under Rule 144, the Company’s transfer agent might request that you provide a representation letter relating to certain matters such as the length of time you have owned the securities to be sold, the source from which the securities were acquired and whether you are an affiliate of Sunshine Heart – a form of this letter is the STOCKHOLDER REPRESENTATION LETTER UNDER RULE 144 attached here. In connection with converting your CDIs into common stock, if you do not provide the Company’s transfer agent a satisfactory 144 representation letter, your shares of common stock will not be freely tradable on NASDAQ and will bear a legend restricting transfer.
Regulation S is another exemption from registration for sales of the Company’s common stock or CDIs by investors to the Securities Act. In general, investors may not sell any shares of the Company’s common stock or CDIs into the U.S. or to a U.S. person unless the common stock or CDIs were originally issued by Sunshine Heart more than six months before the current date, unless the sale of such shares of common stock or CDIs is registered under the Securities Act or an exemption is available. In order to enforce the above transfer restrictions while ensuring that shareholders can still trade their CDIs on the ASX, transfer restrictions are in effect for certain CDIs that were originally issued during this period.
9. How can existing shareholders sell on NASDAQ?
Because Sunshine Heart is listed on NASDAQ, existing shareholders will be able to sell on NASDAQ at any time if they hold common stock or, if they hold CDIs, they may sell on NASDAQ by firstly converting CDIs into shares of common stock and then instructing a broker to sell those shares on NASDAQ, as well as complying with the U.S. securities laws as described in Question 7 above.
If you do not have an account with a U.S. broker or your Australian broker cannot offer this service, then you will need to open a brokerage account first before you can sell on NASDAQ.
See Question 7 above for a summary of how to convert CDIs to common stock and Question 8 above for a summary of restrictions on the sale of common stock by existing investors under the Securities Act.
10. How do I find a broker for NASDAQ?
While the Company cannot recommend a broker, a full list of all brokers who can trade on NASDAQ can be obtained at www.nasdaq.com.
If shareholders have difficulty appointing a broker for U.S. trades, the Company may be able to introduce you to one of the brokers currently covering the Company (on a no recommendations basis).
11. Which Australian brokers can trade shares on NASDAQ?
Many of the Australian retail and institutional broking houses and several on-line brokers provide this service for their clients.
Several of the U.S. investment banks also have trading operations in Australia and can provide this service after an account has been opened with them.
If shareholders have difficulty appointing a broker for U.S. trades, the Company may be able to introduce you to one of the brokers currently covering the Company (on a no recommendations basis).
12. How do new investors buy Sunshine Heart securities?
New investors can either:
~ Buy common stock on NASDAQ through a broker. Interested investors can acquire shares of Sunshine Heart’s common stock on NASDAQ through an authorized securities broker, including an online broker. While the Company cannot recommend a broker, a full list of all brokers who can trade on NASDAQ can be obtained at www.nasdaq.com
or
~ Buy CDIs on the ASX through an Australian broker.
Investors may then convert between CDIs and common stock as described in Question 7 above. See Question 8 above for a summary of restrictions on the sale of common stock by existing investors under the Securities Act.
13. Where can I access the current stock price for ASX and NASDAQ?
Sunshine Heart's NASDAQ share price will be available at www.nasdaq.com
Sunshine Heart's ASX price for CDIs is available at www.asx.com.au
14. When are the ASX and NASDAQ markets open?
The ASX is open for trading from 10.00am to 4.00pm AEST on Monday to Friday, excluding public holidays. NASDAQ is open for trading from 9.30am to 4.00pm U.S. Eastern time on Monday to Friday, excluding public holidays. Click here for more information.
15. Will the price for shares in Sunshine Heart be the same on ASX and NASDAQ?
No. However, in theory if the two markets worked perfectly, the price of Sunshine Heart common stock on NASDAQ (in United States dollars) should be two hundred times the price of CDIs on ASX (in Australian dollars).
In practice though, there may be an arbitrage between the two markets. The price of common stock on NASDAQ will be determined by the supply and demand factors in that market. Similarly, the price of CDIs on the ASX will be determined by supply and demand factors in that market. There may also be an excess of supply or demand in one or the other markets. The equivalent prices on two markets may also be impacted by the US$ : A$ exchange rate.
16. What is Sunshine Heart’s CUSIP number?
Sunshine Heart's CUSIP number is 86782U106.
17. How do I receive Sunshine Heart’s announcements on ASX and NASDAQ?
All announcements are made in Australia and the U.S. at around the same time, subject to differences such as time zone variations. Announcements in Australia will be posted on the ASX. In the U.S., the process is different as news postings are not made to the stock exchange. Company announcements are made by way of press release. Significant announcements may be filed with the SEC as part of a Report on a Form 8-K.
Announcements and releases can be accessed on the Company's website of www.sunshineheart.com.
Announcements can also be accessed at www.asx.com.au and www.nasdaq.com
CDI holders will receive all documents mailed to shareholders such as the Annual Report.
18. Who maintains the Company's share registry and how do I contact them?
American Stock Transfer & Company, LLC and its affiliate, Link Market Services Limited, are managing the Register of holders of common stock and CDIs. Contact numbers are set out below in Question 22.
19. How do I check my holding in Sunshine Heart?
Firstly refer to your last Issuer Sponsored Holding Statement or contact your broker if your CDIs are held in CHESS or your common stock is held in DTC.
You can also contact Link Market Services Limited and American Stock Transfer & Company, LLC on the numbers below.
20. How do I change or update any details of my holding such as a change of address?
Complete and lodge the form accessed from Link Market Services’ website.
21. Do I have to pay tax when my shares are converted from CDIs into common stock and vice versa?
In general terms, the Company does not expect that stockholders will trigger a taxable event when converting between CDIs and common stock, and vice versa, provided the legal and beneficial ownership stays the same.
Please consult your personal tax adviser in relation to your own situation.
22. Please provide contact information for inquiries.
Company - Sunshine Heart, Inc.
12988 Valley View Road
Registry Helpdesk- Link Market Services Limited and American Stock Transfer & Company, LLC
Australia (Link Market Services Limited)
Tel: (within Australia) : 02 8280 7181
Tel: (outside Australia) : +61 2 8280 7181
Fax: 02 9287 0303 within Australia or +61 2 9287 0303 outside Australia
Email: registrars@linkmarketservices.com.au
United States (American Stock Transfer & Company, LLC)
Tel.: +1 877-248-6417 (toll free within US) or +1 718-921-8317