Redemption of CH2M shares

[sreevesjc]

As alluded to in Newsletter No. 28, Jacobs offered CH2M shareholders $88.08 per share which had previously been valued at $50.69 on 28 April 2017. Shareholders were offered a choice of cash and/or Jacobs shares. Amazingly the demand for Jacobs shares was oversubscribed and allocations scaled back. All CH2M stockholders who elected to receive 100% cash consideration would receive 100% cash consideration.

Maybe.

The change of administration from Neidiger Tucker Bruner to Computershare (before and unrelated to Jacobs' takeover) was far from smooth. The latter may be described as the Registrars from Hell. Despite registering for an on line account with W-8BEN, bank details and having sold some CH2M shares in April, Computershare wrote in early December to say I didn't exist! Three phone calls to USA (cumulatively over one hour) were inconclusive, being transferred between departments, and emails from dummies gave answers to questions I didn't ask. Then yesterday a letter stated the 'check... was mailed December 15, 2017'. (The $ amount in the letter was wrong). Still waiting. No wire transfer obviously, even though they have or did have my bank details at one time.

It would be interesting to know if others have had similar difficulties?

[rysiek]

Today (Jan 5th) I received a check (US spelling) in $ for the CH2M shares I elected to cash in.
There was no covering letter or accompanying info just the cheque.  The amount was short by exactly 28% which I presume is the withholding tax despite having sent the W-8BEN form with my Election Form.
I suppose my only recourse is to write back to Shareowner Services in St Paul, Minnesota to see if they can do a wire transfer of the corrected amount in sterling as CH2M's investment bankers (Neidiger Tucker Bruner) used to do.
Richard Sewerniak

[John Ratsey]

Was the check sent by snail mail? I would assume that the company handling the share transactions have a financial interest in ensuring that the money sits in their bank account for as long as possible. Computershare probably got the contract because of a lower price and resort to have other methods for making a profit. CH2M should have specified some standards of service when appointing them. Perhaps ask the (ex)CH2M management to sort out the problems created by the company that they appointed.

[sreevesjc]

Jacobs Share Scam Day 35: The cheque was received in the post from a UK forwarding address (CMS, Rotherhithe) on Friday 19 January, exactly 5 weeks after issue. Communications with Computershare confirmed that Jacobs had instructed them not to use wire transfer, but 'regular mail', i.e. no tracking, no recorded delivery and presumably surface mail for overseas.

The cheque goes in the bin as I had already given up hope and cancelled it earlier in the week in favour of wire transfer, which coincidentally also arrived at my bank the same day... this cost me dearly at an exchange rate 2.7% worse than the mid market rate that day. So this is the welcome we get from our new employer Jacobs; it gives the impression of not caring too much about their staff.

I'm not alone. So far there have been over 90 other complaints in similar vein posted on Yammer, our internal company blog.

[John Ratsey]

The cheque goes in the bin as I had already given up hope and cancelled it earlier in the week in favour of wire transfer, which coincidentally also arrived at my bank the same day... this cost me dearly at an exchange rate 2.7% worse than the mid market rate that day. So this is the welcome we get from our new employer Jacobs; it gives the impression of not caring too much about their staff.

And did they deduct the 28% witholding tax mentioned above?

[philjohnson]

Another set of complaints against Computershare (and Jacobs) on cashing in my remaining CH2M shares - all becoming just too much trouble and paperwork to keep them and Jacobs seems to be no better than CH2M. Far too USA centric
* there is no international Freephone number (a USA one offered) to call the only office that can deal with queries which is located in USA. All at significant cost. Computershare is a large international business so this must be easily arranged. It must be Jacobs instructions to keep costs down
* The original date of issue of the check! (cheque) was 15 December 2017 but by 19 January last the cheque hadn't arrived so I phoned to query progress and decided it must be lost after 5 weeks so it was cancelled and another sent by courier. Both cheques arrived the same day about a week later. 6 weeks for original. One small benefit of delay - Dollar exchange has improved - and my bank gave me a competitive rate. Most companies these days provide a variety of ways to receive share sale proceeds and these should have been offered to us right from start. it seems if you complain and ask they would offer a courier delivery or a wire transfer. All again I suspect at Jacobs behest to keep costs down. So much for being an international business.

[rysiek]

For general info, I had the following e-mail from Jacobs' executive vice president on 8 Feb.  It seems that the withholding tax error has been identified and the withheld tax is to be refunded with interest.  Although the mention of interest and the fact that Jacobs are engaging an accounting firm for this exercise probably means it will be an arduous processes to claw back tax from the IRS coffers, see below:
Richard Sewerniak






Dear Stockholder,
[/color]We recently learned of a serious issue that has affected our international stockholders who received merger consideration from Wells Fargo following the transaction between Jacobs and CH2M.  For certain of these stockholders, taxes were withheld on both the cash and stock portions of the merger consideration at a rate of 28%, even if the shareholder had a proper tax form W-8BEN on file with Computershare.  This was due to a miscommunication with our transfer agent, Wells Fargo, relating to tax withholding requirements for non-US persons.  Had we realized this was going to occur, we would have taken immediate steps to avoid it.  According to our records, you are one of the affected stockholders.   
[/size]We apologize for this error and are working hard to address this matter.  As discussed in the [/font][/size][/color]Frequently Asked Questions[/url][/font][/size][/font][/size][/color], Wells Fargo has already remitted the tax withholdings to the United States Internal Revenue Service (the IRS) so they cannot re-issue checks without the tax withholdings.  We are in the process of engaging an accounting firm to provide you, an affected international stockholder who would not otherwise be filing a tax return with the IRS, with individual assistance, at Jacobs’ expense, to return these tax withholdings to you.  In addition, Jacobs will be providing affected shareholders with interest on the amounts that were improperly withheld as a result of the delay in receiving these funds.[/size][size=78%]
[/color][/size]Once we arrange this, we will send you a follow-up email and a written letter with further guidance on this issue.   Rest assured, we are very focused on addressing this as quickly as possible and it is a top priority for us. Thank you for your patience as we work to make this right for you.[/color][/size]If you are aware of any other shareholders who have experienced this withholding issue, please share this email with them.  If you have other questions relating to the transaction, we are maintaining updated FAQ’s, which are accessible by clicking [/color][/size]here[/url][/size][/color][/size] and viewing the tab for “CH2M FAQS” under “CH2M Filings and Reports.”[/color][/size]Sincerely,[/color][/size]Kevin C. Berryman[/color]
[/size]Executive Vice President and[/font][/size][/color]Chief Financial Officer[/size][/color]Jacobs[/size]

[rysiek]

Following from the previous note I had another e-mail from Jacobs' Executive Vice President Kevin Berryman on 2nd March, see below:

[/size]Dear Stockholder,
 [/size]As a follow-up to my email on February 8, I want to let you know that Jacobs has engaged [/size]PricewaterhouseCoopers (PwC) to assist our international stockholders who received merger consideration from Wells Fargo following the transaction between Jacobs and CH2M and had taxes withheld from that consideration despite having a proper tax form W-8BEN on file with Computershare.
[/size]PwC is finalizing the process and will work with affected stockholders on an individual basis to recoup these funds from the Internal Revenue Service (IRS). We expect to have details on how to complete the necessary forms for PwC by the end of next week.
[/size]Again, we apologize for this error and appreciate your patience as we work to make this right for you. If you would like to view our Frequently Asked Questions related to the transaction, they are accessible on our Investor Relations site [/size][size=78%][/size][/color]here[size=78%][/url][/size][/font][/size][/color].[/font]
[/color][/size]Sincerely,[/size]Kevin C. Berryman
[/size][size=0pt]Executive Vice President and[/size][size=0pt][/color]Chief Financial Officer[/size][size=0pt][/color]Jacobs[/size]