Please click here, which will take you to the Euroclear website (operator of CREST). Under the Operational Form heading is a link to "Transfer Form" – please click on that link and save/print a copy of the form. You will need to have Adobe Acrobat installed on your computer to read the Transfer Form.
What is the CREST system?
The CREST settlement system is a wide ranging settlement system for many U.K., Irish and international securities, and allows securities to be transferred from one CREST account to another without the need to use share certificates, warrants or written instruments of transfer. IHC believes that admission to the CREST system will facilitate settlement of its shares and warrants in a more timely and efficient manner and benefit its shareholders.
Can I trade my shares through the CREST system? If not, how can I trade IHC shares?
Securities issued by non-U.K. companies, such as IHC, cannot be held or transferred in the CREST system. However, to enable investors to settle such securities through the CREST system, a depositary or custodian holds the relevant securities and issue de-materialized Depositary Interests representing the underlying securities, which are held in trust for the holders of the depositary interests. The shares and warrants are not themselves admitted to CREST.
What are Depositary Interests?
The Depositary Interests are independent securities constituted under English law and may be held and transferred through the CREST system. Depositary Interests have the same ISIN as the underlying shares and warrants and do not require a separate listing on AIM. The Depositary Interests are created and issued pursuant to a Deed Poll entered into by the Depositary, which governs the relationship between the Depositary and the holders of the Depositary Interests.
It is possible for CREST members to hold and transfer interests in shares or warrants within CREST pursuant to a depositary interest arrangement to be established by IHC with Capita IRG Trustees Limited (the "Depositary"). The Depositary issues depositary interests in respect of the underlying shares and warrants ("Depositary Interests"), which can then be traded on CREST.
How do I obtain Depositary Interests in place of holding physical certificates?
If CREST members wish to trade the Depositary Interests instead of holding physical certificates, they can do so by submitting a stock deposit pursuant to standard CREST procedures. Holders of certificated shares or warrants who are not CREST members, but would like to dematerialize their shares or warrants, may utilize a CREST transfer form (please see link inside question "How do I obtain a CREST transfer form" at top). Transfers of the Depositary Interests will be subject to stamp duty reserve tax at the rate of 0.5%.
Do I have to give up my physical share and/or warrant certificates?
Holders of shares or warrants who wish to continue holding and/or trading shares or warrants in certificated form may continue to do so. Shares and warrants held by IHC's "affiliates" (as defined under Rule 144 of the U.S. Securities Act of 1933) will initially remain in certificated form.
Under what restrictions are U.S. shareholders?
U.S. persons holding shares or warrants may still be subject to transfer restrictions under the U.S. securities laws requiring any resales to be pursuant to an exemption from the U.S. Securities Act, such as Rule 144A or Regulation S. Holders of shares or warrants should consult with their counsel with respect to transfer questions. CREST members may be required to submit a deposit certification form to Capita IRG Trustees Ltd., certifying compliance with the relevant transfer restrictions imposed by U.S. securities law. The deposit certification form must be submitted to Capita no later than six hours after submission of a stock deposit to CREST.
For further details, please refer to CREST operational bulletin number 1281, issued on March 19, 2007, for the special procedures contained therein.
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