By completing and submitting an Election (as defined below) you acknowledge that you have read and agree to be bound by these terms and conditions.
In these terms and conditions, unless the context requires otherwise, the following defined terms have the meaning set out below.
- Election means an election to use the Service, made either via the Website or on paper using a Global Wire Registration Form (if the Company has authorised the use of this method).
- Company means your employer or former employer as the case may be (or where the context requires, a related body corporate of that employer) which has agreed that you may use this Service.
- Computershare means Computershare Plan Managers Pty Limited (ABN 56 084 591 131) whose registered office is at Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067.
- Currency means the currencies in which payments can be made using the Service, and in the FAQs.
- Payments means proceeds from the sale of your Plan securities or dividends and/or distributions made by a Company to its securityholders and such other payments as may be nominated by the relevant Company (for example, a payment to you arising from a corporate action).
- Service means the global wire payment service which enables you to elect the Currency of your destination bank account into which Payments will be made to you by the Company or arising from the sale of your Plan securities.
- Service provider means the third party that we appoint from time to time to make the payments in your elected Currency.
- Plan means any employee security scheme of the Company in which you participate and which is administered by Computershare.
- us/we/our means Computershare.
- you (or your) means you, the person holding an interest in securities under a Plan who wish(es) to use the Service.
- Website means the website relating to the use of the Service, being https://www-au.computershare.com/employee
2. Using the Service
(a) You can use the Service by completing the necessary steps to make an Election via the Website or by sending a completed Global Wire Registration Form (where the Company has authorised the use of this method).
(b) These terms and conditions are subject to change, so you should regularly review them by visiting the Website. Any change to these terms and conditions will take effect on and from the date that Computershare posts an updated version of the terms and conditions on the Website or on a later date if so required by applicable law.
(d) If you wish to use this Service it is your responsibility to inform yourself about it and observe any applicable legal requirements. Where these terms and conditions have been received in a country where the provision of such a Service would be contrary to local laws or regulations, they should be treated as being for information purposes only.
(e) If you are in any doubt as to whether an Election has been received or carried out you should visit the ‘contact us’ page on the Website.
(f) These terms and conditions offer you optional Services, separate from other services which you may receive from Computershare. These terms and conditions are solely to receive Global Wire Payment Services should you desire to utilise, and pay for, these Services.
(g) You have the right to accept or decline these terms and conditions prior to provision of the Service as outlined in these terms and conditions. If you decline to accept these terms and conditions, you will not receive Payment in the Currency of your choice and will receive Payment in the default paying currency of your company (generally being Australian Dollars)
3. Description of Services
(a) Please note that any Election you make will also be applied to any securities in the Company that you hold outside of your employee share plan where those holdings share the same SRN and are administered by Computershare Investor Services Pty Ltd (ABN 48 078 279 277) (CIS) on behalf of the Company. In particular, the Election will apply to dividends and/or distributions made by the Company to its securityholders and such other payments as may be nominated by the relevant Companymay be nominated by the relevant Company.
(b) The Service allows you to elect to receive all Payments made to you by the Company in the Currency of your destination bank account. We will pass your Payment and your instructions to the Service Provider on the date that the Payment is made by the Company. The Service Provider will convert the Payment to the Currency of your destination bank account and remit it to you in accordance with the details contained in your Election.
(c) If you instruct us to remit the Payment in a currency other than Australian Dollars, the exchange rate will be set by the Service Provider on or around the payment date. The currency exchange rate can fluctuate and may impact the final foreign currency proceeds you receive for your Payment. The Service Provider, as a foreign exchange market maker, will set the rate based on the current market and by reference to a tiered foreign exchange spread depending on the value of the transaction, as per the table below. These rates will fluctuate from time to time and from transaction to transaction.
The spread is generally expected to be as follows:
|Transaction Value||USD Spread (basis points)|
|Less than $100,000||250|
|$100,000 - $200,000||200|
|$200,000 - $500,000||150|
|$500,000 - $1,000,000||80|
|Greater than $1,000,000||50|
(d) Computershare is not responsible for the time it may take for you to receive your Payment from the Service Provider through the Service.
(e) Use of the Service does NOT override an existing election to participate in the Company’s dividend reinvestment plan, charity plan or direct credit instruction (as applicable). Accordingly, before making any election to use the Service, you must first withdraw your participation from the Company’s dividend reinvestment plan, charity plan or delete your direct credit instruction
(f) Please note that you can only provide an Election for Payments for a single Company in whose Plan you are participant .
(g) If you wish to use this Service for a Payment that has a record date, then your Election must be received by us on or before the record date for that Payment. If your Election is received after the record date, but before the payment date for the Payment, then Computershare can give no assurance that your Election will be applied to that Payment. However, an Election will be valid for all future Payments from the Company that you have provided an Election for, until amended or revoked by you.
(h) Depending on the Company, the Payment may be subject to a minimum payment value (“Minimum Amount”). If the dividend and/ or distribution Payment is for less than the Minimum Amount, then the Service will not be provided for that Payment and it will be paid in the default paying currency of your company. However, your Election to use the Service will continue to apply for future Payments from the Company that you have provided an Election for (subject to the Minimum Amount), until amended or revoked by you. Please note that the Minimum Amount threshold does not apply if your Payment is in respect of proceeds from the sale of your Plan securities.
(i) If your securityholding is designated as a lost holding due to previously returned mail, then your Election to use the Service will not apply to any Payments while your holding remains lost, and our standard procedures for lost holdings will apply. You will need to update your details in accordance with our standard procedures before your Election to use the Service can be applied to any Payment.
IMPORTANT NOTE: The Global Wire Payment terms and conditions do not constitute a recommendation to exercise, sell or hold securities in a Plan. They govern the Election you make to receive proceeds from the sale of your Plan securities in a currency other than Australian dollars. The service that Computershare provides to arrange for the sale of securities from your Plan is governed by a separate set of terms and conditions (the Administrator Exercise and Sale Service Terms and Conditions).Those sale service terms and conditions will be presented to you on our Website prior to the execution of any sale of your Plan securities. A Financial Services Guide is also applicable to the sale service and was provided to you as part of the offer documentation for your Plan.
(a) The Service Provider does not directly charge you fees in connection with the Service you acknowledge that the Service Provider’s return is otherwise generated from the spread applied to the exchange rate as referenced in the table at clause 3(b) above.
(b) Computershare does not charge you for the Service, except where the service is provided in connection with the sale of your plan securities (in which case fees and charges may apply). These fees and charges will be disclosed to you on our Website prior to us carrying out your sale instructions. They are also referred to in the Administrator Exercise and Sale Service Plan Terms and Conditions and detailed more fully in the relevant Financial Services Guide; Computershare will receive referral fees and/or commissions from the Service Provider for transactions under the Service.
(c) Separately, your bank may also charge you in connection with your use of the Service. You should check with your bank what this charge will be (if any).
Computershare is not responsible for the payment of this charge or any other charges imposed on you by third parties relating to your use of the Service.
(d) The ultimate amount of the Payment you receive in your Elected Currency will depend on a range of factors including the applicable exchange rate at the time that the Payment is made, the value of the transaction, the Service Provider’s spread from time to time and any applicable fees. Please note that the Service Provider’s rate is retail, not wholesale, and will vary from the published Inter Bank rates. Further, the rates will fluctuate from time to time and from transaction to transaction. These fluctuations may have an adverse effect on the value of the Payment you receive. We accept no liability for any loss which you may suffer as a result of any movement in exchange rates or any other market related factors.
5. Confirmations and Undertakings
In accepting these terms and conditions, you will be deemed to have given the following confirmations and undertakings to Computershare.
(a) You are a securityholder in a Company or are otherwise duly authorised to act on behalf of the securityholder.
(b) You have read and understood these terms and conditions and you agree to be bound by them.
(c) You have complied with all applicable legal requirements in your jurisdiction necessary for you to lawfully make use of the Service.
(d) You agree to use this Service only for lawful purposes and, to the maximum extent permitted by law, you will be liable to Computershare and/or the Service Provider and/or the Company for any loss or damage suffered or incurred by them as a result of you using the Service for unlawful purposes.
(e) You understand that Computershare cannot be responsible for the exact timing of your receipt of Payments made through the Services.
(f) You acknowledge that:
(i) any documents or Payments sent to you will be sent at your own risk; and
(ii) your receipt of the correctly rendered Payment via the Service will discharge the Company’s obligations in connection with the making of the Payment.
(a) Computershare will take reasonable care in providing the Service and will not be responsible to you for any losses or expenses suffered or incurred by you, except as a direct result of Computershare’s negligence, wilful misconduct or fraud in providing the Service to you.
(b) To the maximum extent permitted by law, Computershare and, to the extent applicable, its Service Provider, each do not accept liability for:
(i) any indirect or consequential loss suffered by you, or for any loss which does not arise as a direct result of Computershare’s negligence, wilful misconduct or fraud;
(ii) any loss you may incur as a result of any movement in the applicable exchange rate or in the processing of your request by your designated banking institution or in connection with any refusal by that institution to process or accept your payment;
(iii) anything that may occur prior to its receipt of any document or after it has sent any document or Payment; and
(iv) delays or failure to perform any of its obligations due to acts beyond its control. Such acts will include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, terrorism, governmental regulations superimposed after the fact, communication line failures, power failure, earthquakes or other disasters.
(c) You agree that you are responsible for the accuracy of all information provided by you to Computershare, the Service Provider and any banking institutions, and for all actions which are carried out by those parties in reliance on that information. If you are in any doubt as to whether your Election has been received or processed by Computershare you should visit the ‘contact us’ page on the website.
(d) If you fail to comply with these terms and conditions, and this results in loss or damage to Computershare and/or the Service Provider, you will be liable, to the maximum extent permitted by law, to compensate each of them for any such loss or damage.
7. Receipt of Elections
(a) You acknowledge and agree that:
(i) the internet is not an entirely secure environment. For this reason, despite the security measures we undertake, we cannot guarantee that any message or Election submitted via our Website will not be capable of being intercepted, read or copied by an unauthorised third party; and
(ii) you are responsible for ensuring all electronic communications sent by you to Computershare are free from viruses or defects. If a communication from you is found to contain a virus it may not be accepted by Computershare.
(b) To the maximum extent permitted by law, we do not accept liability for any direct, indirect or consequential loss suffered by you as a result of:
(i) an unlawful or unauthorised interception of any message or instruction sent by you to us; or
(ii) any delay in us receiving your Election or due to any inability to use, interruption to or non-availability of our Website, which does not arise as a result of our negligence, wilful default or fraud.
8. General Provisions
(a) Computershare reserves the right to delay taking action on any particular instructions from you if it reasonably believes that it needs to obtain further information from you or to comply with any legal or regulatory requirement (including obtaining of proof of identity to comply with money laundering regulations), or to investigate any concerns Computershare may have about the validity of or any other matter relating to the instructions received.
(b) If you make an Election using a paper Global Wire Registration Form (where that method is authorised by the Company) and do not nominate a valid Currency offered through the Service for the relevant Company then the form will not be accepted.
(c) Computershare will not do anything that would break any relevant laws, rules, regulations or codes by not acting in accordance with good market practice.
(d) In the event that any part of these terms and conditions is not legally enforceable, the remaining terms and conditions will not be affected and will remain valid and enforceable.
9. Privacy Collection Notice
(a) To utilise the Services, you will be required to complete a registration form requiring certain personal and banking account information from you. This information may include but is not limited to: your banking country; the Currency you Elect; your bank; the SWIFT (Society for Worldwide Interbank Financial Telecommunications) Code, where applicable; and your bank’s local code. Computershare and its agent will maintain the confidentiality of your account information consistent with the requirements of applicable law.
(b) The personal information you provide under this Service either via the Website or on the Global Wire Registration Form is collected by Computershare, as registrar for certain securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS by emailing firstname.lastname@example.org
10. Acknowledgement and Consent to Transfer of Personal Financial Information
You understand and agree that in order for Computershare to provide the Services, the expertise and services of one or more outside companies will be used and relied upon, and that your personal information, including financial information, will be transmitted to and used by such companies. They may use this information to fulfil their functions in connection with the Services, and for data processing, statistical and risk analysis purposes. You acknowledge that your information may be processed, used and/or stored outside of the Australia, in which case it may be accessible by foreign courts, governments or agencies. You consent to Computershare’s transmission of your information and acknowledge and agree that Computershare is not responsible for information that has been transmitted to such outside companies.
11. Contact Information
(a) Our contact details can be found on the ‘Contact Us’ page of our Website. All notices and other communications you send us should be submitted via by email or post using those details.
(b) Computershare will send all documents and payments to the address that appears in our records so it is important that you keep your details up to date. Computershare will send all e-mail responses to the e-mail address from which you sent us instructions.
(c) Any documents or payments sent to you will be sent at your own risk; to the maximum extent permitted by law, Computershare accepts no liability prior to its receipt of any document, or, where relevant, after the sending of any document or payment to you.
12. Entire Agreement
These terms and conditions and your completed Election constitute the entire agreement between the parties concerning the Service and may not be amended verbally. Any amendment to the terms and conditions will become effective solely in accordance with the terms of these terms and conditions.
13. Governing Law
These terms and conditions will be governed by, and construed in accordance with, the laws of the State of Victoria, Australia. You agree that in the event of a dispute, the courts of the State of Victoria, Australia will have exclusive jurisdiction.