Frequently Asked Questions

Founded in 2003, GI Dynamics, Inc. (GI Dynamics or the Company) is headquartered in Lexington, Massachusetts in the United States. On September 7, 2011, trading in CHESS depositary interests (CDIs) of GI Dynamics commenced on the Australian Securities Exchange (ASX) under the stock ticker: GID.

To assist all shareholders of GI Dynamics, a list of Frequently Asked Questions is set out below.

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 CDIs in GI Dynamics. Your adviser may ask you for the GI Dynamics’ ISIN number. For your reference, GI Dynamics’ ISIN number is AU000000GID7.

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 GI Dynamics to have their securities cleared and settled electronically through CHESS, depositary instruments called CHESS Depositary Interests (CDIs) are issued.

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What is a share of common stock?

Shares of common stock are the U.S. equivalent of ordinary shares in an Australian company. GI Dynamics is incorporated in the United States and hence has common stock on issue.

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What is the ratio of shares of common stock to CDIs?

Each CDI represents an interest in 1/50th of an underlying share of GI Dynamics’ common stock.

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How is GI Dynamics’ common stock held?

In the United States, your common stock is held on either a certificated basis or an uncertified (book-entry) basis. The American Stock Transfer & Trust Company LLC (AST) is the transfer agent for the Company’s common stock.

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How are GI Dynamics’ CDIs held?

In Australia, CDIs are held on an uncertificated basis. Holders of CDIs will be issued a holding statement (which will set out details of the number of CDIs you hold in GI Dynamics) and an identification reference. There are no physical share certificates issued. Link Market Services Limited is the Company’s share registry for CDIs listed in Australia.

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Can I convert my CDIs into common stock? What forms do I need and is there a fee?

Yes, you can convert some or all of your CDIs into common stock at any time. CDI holders who wish to convert their ASX-listed CDIs to shares of common stock can do so by instructing the Company’s share registry, Link Market Services Limited either:

  • directly, in the case of CDIs, on the issuer sponsored sub-register operated by the Company. CDI holders will be provided with a “Notice of Transmutation” for completion and return to the Company’s share registry; or
  • through their sponsoring participant (usually their broker) in the case of CDIs that are sponsored on the CHESS sub-register. In this case, the sponsoring broker will arrange for completion of the relevant form and its return to the Company’s share registry.

The Company’s share registry will then arrange for the shares underlying the CDIs which are to be converted to be transferred into the name of that holder and a book-entry advice (which will set out details of the number of shares of common stock you hold in GI Dynamics) will be issued by American Stock Transfer & Trust Company LLC who is the transfer agent for the Company's common stock. This will cause the shares to be registered in the name of the holder on the Company’s share register and trading on ASX will no longer be possible. The shares are not and will not in the near future be quoted on any market in the U.S. or elsewhere. Any shares so issued will bear restrictive legends in accordance with U.S. law.

The Company’s share registry will not charge an individual security holder a fee for converting CDI holdings into shares (although a fee will be payable by market participants). It is expected that this process will be completed within 2 days, provided that the share registry is in receipt of a duly completed and valid Notice of Transmutation. However, no guarantee can be given about the time for this conversion to take place. If the shares are listed on a U.S. securities exchange in the future, a fee may be payable for entering the shares into the DTC or DRS system.

Contact Link Market Services:

By facsimile to (02) 9287 0303 (within Australia)
or +61 2 9287 0303 (outside Australia)

By mail to Link Market Services Limited
Locked Bag A14, Sydney, South NSW 1235 Australia

Telephone Enquiries (by you or your broker):
1800 770 850 (toll free within Australia)
+61 2 8280 7714 (outside Australia)

On the web: www.linkmarketservices.com.au
Email: registrars@linkmarketservices.com.au

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Can I convert common stock into CDIs? What forms do I need, and is there a fee?

Yes, you can convert some or all of your shares of common stock into CDIs at any time. If holders of the common stock shares wish to convert their holdings to CDIs, they can do so by contacting the Company’s U.S. transfer agent (American Stock Transfer & Trust Company LLC (AST)) for the common stock. AST will provide shareholders with a “Notice of Transmutation” for completion and return to AST, which will ultimately also be provided to the Company’s share registry (Link Market Services Limited) to complete the process.

A fee will not be charged to a holder of shares seeking to convert the shares to CDIs (although a fee will be payable by market participants).

Contact AST:

By mail to American Stock Transfer & Trust Company LLC
PO Box 2042, New York, New York 10272

Telephone Enquiries (by you or your broker):
877-248-6417 (toll free within US) or 718-921-8317

On the web: www.amstock.com
Email: info@amstock.com

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What is GI Dynamics' ISIN number?

GI Dynamics’ ISIN number is AU000000GID7

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Are my CDIs freely tradable on ASX? What is the “FOR US” designation?

Yes, your CDIs are freely tradable on ASX except to U.S. persons, who are not currently permitted to acquire CDIs in GI Dynamics. The CDIs issued to investors under the public offer were issued in reliance on the exemption from registration contained in Regulation S of the U.S. Securities Act of 1933 for offers made outside the U.S. Accordingly, the CDIs have not been registered under the U.S. Securities Act or the laws of any state or jurisdiction of the U.S. As a result, the CDIs are "restricted securities" and cannot be sold into the U.S. or to a U.S. person for a period of 12 months from the date of allotment, unless the CDIs are registered or an exemption is available.

In order to ensure that U.S. persons do not purchase any CDIs issued under the public offer, a number of procedures governing the trading and clearing of CDIs have been implemented, including the application to CDIs of the status of Foreign Ownership Restriction (FOR) securities under the ASX Settlement Operating Rules and the addition of the notation "FOR US" to the CDI description on ASX trading screens and elsewhere, which will inform the market of the prohibition on U.S. persons acquiring CDIs.

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Where can I access the current stock price for ASX?

GI Dynamics’ ASX price for CDIs is available at www.asx.com.au or via the Overview page in the Investors section of this website.

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How do new investors buy GI Dynamics securities?

New investors can buy CDIs on the ASX through an Australian broker. Investors may then convert between CDIs and common stock as described in Questions 6 and 7 above.

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When is the ASX market open?

The ASX is open for trading from 10.00am to 4.00pm Australian Eastern Standard Time (AEST) on Monday to Friday, excluding public holidays.

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How do I receive GI Dynamics’ announcements on ASX?

Announcements will be posted on the ASX (www.asx.com) and to the ASX Announcements section of this website. Announcements and all press releases can be accessed on this website or by subscribing to receive them by email when they are posted. (See email alert section of Investor pages on website.)

CDI holders will automatically receive all documents mailed to shareholders, including the Annual Report (incorporating GI Dynamics' audited financial results for each financial year) and documentation relating to shareholder meetings.

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Who maintains the Company's share register and how do I contact them?

Link Market Services Limited is managing the register of holders of CDIs. Contact numbers are set out below.

Link Market Services:

By facsimile to (02) 9287 0303 (within Australia)
or +61 2 9287 0303 (outside Australia)

By mail to Link Market Services Limited
Locked Bag A14, Sydney, South NSW 1235 Australia

Telephone Enquiries (by you or your broker):
1800 770 850 (toll free within Australia)
+61 2 8280 7714 (outside Australia)

On the web: www.linkmarketservices.com.au
Email: registrars@linkmarketservices.com.au

American Stock Transfer & Trust Company LLC (AST) is the transfer agent managing the register of holders of common stock. Contact numbers are set out below.

AST:

By mail to American Stock Transfer & Trust Company LLC
PO Box 2042, New York, New York 10272

Telephone Enquiries (by you or your broker):
877-248-6417 (toll free within U.S.) or 718-921-8317

On the web: www.amstock.com

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How do I check my holding in GI Dynamics?

If you are a CDI holder, you can refer to the last holding statement you received or if you are a CHESS Sponsored holder contact your broker.

You can also check these details online at www.linkmarketservices.com.au by selecting ‘Investor Login.’ You will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your postcode to access your details.

Alternatively, you can contact Link Market Services either by phone or email using the details set out below:

Tel: 1800 770 850 (toll free within Australia)
Tel: +61 2 8280 7714 (outside Australia)
Email: registrars@linkmarketservices.com.au

If you are a holder of common stock, you will need to contact American Stock Transfer & Trust Company LLC (AST) to confirm your holding details. You can check these details either by going online at www.amstock.com, or by phone or email using the details set out below.

Telephone Enquiries (by you or your broker):
877-248-6417 (toll free within U.S.) or 718-921-8317
Email: info@amstock.com

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How do I change or update any details of my holding such as a change of address?

CDI holders can download forms for updating details including change of address from www.linkmarketservices.com.au. Individual holders can also update these details directly online as long as their holding is valued at less than $50,000.

Forms can also be requested over the phone by calling:

Tel: 1800 770 850 (toll free within Australia)
Tel: +61 2 8280 7714 (outside Australia)

IMPORTANT: CHESS Sponsored holders will need to notify their broker of any change of address.

If you are a holder of common stock, you will need to contact American Stock Transfer & Trust Company LLC (AST) to request a form to update your details. AST can be contacted using the details set out below.

Tel: 877-248-6417 (toll free within U.S.) or 718-921-8317
Email: info@amstock.com
Online: www.amstock.com

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When will GI Dynamics’ stockholder meetings be held in the future?

GI Dynamics intends to hold its Annual General Meetings in May each year. GID will announce the details and locations of those meetings in advance. All stockholders are invited to attend. These meetings will also be webcast and accessible worldwide.

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How do I vote at those stockholder meetings?

Instructions for voting common stock or CDIs will be contained in the proxy statement (notice of meeting) provided to stockholders and CDI holders prior to the Annual General Meeting.

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Do I have to pay tax when my shares are converted from CDIs into common stock and vice versa?

In general terms, GI Dynamics 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.

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Will GI Dynamics report quarterly earnings?

GI Dynamics will report quarterly earnings following the close of each quarter and fiscal year. The Appendix 4C filings (the ASX quarterly results announcements) for each quarter will be filed with the ASX and made available on the ASX Announcements and Annual & Quarterly Reports pages of this website.

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Who is GI Dynamics’ auditor?

GI Dynamics’ auditor is Moody, Famiglietti & Andronico, LLP

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Who is GI Dynamics’ legal counsel?

In Australia, GI Dynamics’ legal adviser is KPMG Law. In the U.S., GI Dynamics’ legal adviser is Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.

KPMG Law
10 Shelley Street
SYDNEY NSW 2000
AUSTRALIA

Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
UNITED STATES

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Contact Us

For general inquiries, please contact:

GI Dynamics, Inc.
355 Congress Street, 4th Floor
Boston, MA 02210
Tel: 781-357-3300
Fax: 781-357-3301
Email: info@gidynamics.com

GI Dynamics Australian Office
Level 8
17-19 Bridge Street
Sydney, NSW 2000
Australia
Tel: + 61 2 9325 9046
For media inquiries, please contact:
Email: investor@gidynamics.com
Tel: +1 781-357-3250

For investor inquiries, please contact:

United States
Janell Shields
Investor Relations
Tel: 781-357-3280