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SUBMITTED TO: DR.AJAY KUMAR SUBMITTED BY: SAURAV SINGH 5TH YEAR,9TH SEMESTER
ROLL NO:261
Table of Contents
Introduction to Depository Receipts Background American Depository Receipts (ADR) Structure of ADR Level I Level II Level III Global Depository Receipts ( GDR ) GDR - A Financial Instrument Sponsored Vs Unsponsored Deposit Agreement Custodian Bank Structure Reg S Type Depositary Receipts Pairing Type GDR Advantages to Issuer GDR Advantages to Investors Procedure for issue of GDR GDR Market GDR indexes BNY Mellon GDR Index : Skindia GDR Index ADR Vs GDR
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Background
Historically, American Depositary Receipts (ADRs) were the first type of depositary receipt to evolve. They were introduced in 1927 in response to a law passed in Britain, which prohibited British companies from registering shares overseas without a British-based be created; this was transfer agent. UK shares were not allowed physically to leave the UK, and so, to accommodate US investor demand, a US instrument had to called an American Depositary Receipt. ADRs assumed their present form in 1955, when the Securities and Exchange Commission (SEC) established its Form S-12 for registering all depositary receipt programs. Form S-12 was later replaced by Form F-6, which is still in use today.
the US, while others simply provide a mechanism which makes it easy for US investors to buy and trade existing shares.
Structure of ADR
Level I
A Level I sponsored ADR program is the easiest and least expensive means for a company to provide for issuance of its shares in ADR form in the US. A Level I program involves the filing of an F-6 registration statement, but allows for exemption under Rule12g 3-2(b) from full SEC reporting requirements. The issuer has a certain amount of control over the ADRs issued under a sponsored Level I program, since a depositary agreement is executed between the issuer and one selected depositary bank. Level I ADRs can however only be traded over- the-counter and cannot be listed on a national exchange in the US.
Level II
A sponsored Level II ADR must comply with the SEC's full registration and reporting requirements. In addition to filing an F-6 registration statement, the issuer is also required to file SEC Form 20-F and to comply with the SEC's other disclosure rules, including submission of its annual report which must be prepared in accordance with US Generally Accepted Accounting Principles (GAAP). Registration allows the issuer to list its ADRs on one of the three major national stock exchanges, namely the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX), or the National Association of Securities Dealers Automated Quotation (NASDAQ) Stock Market, each of which has reporting and disclosure requirements. Level II sponsored programs are initiated by nonUS companies to give US investors access to their stock in the US. As with a Level I program, a depositary agreement is signed between the issuer and a depositary bank.
Level III
Level III sponsored ADRs are similar to Level II ADRs in that the issuer initiates the program, deals with one depositary bank, lists on one of the major US exchanges, and files Form F-6 and 20-F registration statements with the SEC. The major difference is that a Level III program allows the issuer to raise capital through a public offering of ADRs in the US and this requires the issuer to submit a Form F-1 to the SEC.
GDRs are typically denominated in USD, but can also be denominated in Euros. GDRs are commonly listed on European stock exchanges, such as the London Stock Exchange or Luxembourg Stock Exchange, or quoted on SEAQ (Stock Exchange Automated Quotations) International, and traded at two other places besides the place of listing, e.g. on the OTC market in London and on the private placement market in the US. Large part of the GDR programs consists of a US tranche, which is privately placed and a non-US tranche that is sold to investors outside the United States, typically in the Euro markets.
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A GDR is similar to an ADR, but is a depositary receipt sold outside of the United States and outside of the home country of the issuing company. Most GDRs are, regardless of the geographic market, denominated in United States dollars, although some trade in Euros or British sterling. There are more than 900 GDRs listed on exchanges worldwide, with more than 2,100 issuers from 80 countries. Although ADRs were the most prevalent form of depositary receipts, the number of GDRs has recently surpassed ADRs because of the lower expense and time savings in issuing GDRs, especially on the London and Luxembourg stock exchanges. In the last few years, the depositary receipt concept has developed considerably. Issuers in a variety of countries have realized that there are advantages in making their stock available in a form convenient not only to US investors but also, or alternatively, to investors in the Euromarkets or elsewhere. This has prompted the development of European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). The EDR accesses the Euromarkets but not the US market. It settles and trades through the Euromarket clearing systems, Euroclear and Clearstream, and may be listed on a European Stock Exchange, normally London or Luxembourg. A GDR will access two or more markets, usually the Euromarkets (like an EDR) and the US (like an ADR). GDRs are often launched for capital raising purposes, so the US element is generally either a Rule 144(a) ADR or a Level III ADR, depending on whether the issuer aims to tap the private placement or public US markets.
Deposit Agreement Reliance Industries Issue Shares/Pay Fees Citibank India/Custodian Bank Citibank
Citibank London/Depository Bank Issue GDR in London Stock Exchange Investors in London
Deposit Agreement A GDR which is based on a Deposit Agreement between the depositary bank and the corporate issuer, specifies the duties and rights of each party, both to the other party and to the investors. The Deposit Agreement sets out the rights and obligations of the Company, the Depositary and the DR holders with respect to the creation and maintenance of the deposit facility. It
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covers such matters as the issuance of DRs upon deposit of shares (and the withdrawal of underlying shares upon p re s e n t a t i o n of DRs), the treatment of dividends and other distributions, the procedure for voting the underlying shares, and how the deposit agreement can be amended or terminated. Generally, the Company agrees to indemnify the Depositary for liabilities arising in connection with the programme. The Deposit Agreement also specifies the fees the Depositary will charge DR holders. Custodian Bank A separate custodian bank holds the company shares that underlie the GDR. The depositary bank buys the company shares and deposits the shares in the custodian bank, then issues the GDRs representing an ownership interest in the shares. The DR shares actually bought or sold are called depositary shares. The custodian bank is located in the home country of the issuer and holds the underlying corporate shares of the GDR for safekeeping. The custodian bank is generally selected by the depositary bank rather than the issuer, and collects and remits dividends and forwards notices received from the issuer to the depositary bank, which then sends them to the GDR holders. The custodian bank also increases or decreases the number of company shares held per instructions from the depositary bank. The voting provisions in most deposit agreements stipulate that the depositary bank will vote the shares of a GDR holder according to his instructions; otherwise, without instructions, the depositary bank will not vote the shares Structure The most significant difference between the ADR and GDR lies in their structures. There are two types of GDRs The Reg S Depositary Receipts and the pairing type.
Reg S Receipts Type Depositary
The Reg S Type Depositary Receipt is the equivalent of the ADR. It is issued to the public through a sponsor bank / brokerage. Once issued, this GDR is listed on either the Luxembourg Stock Exchange or the London Stock Exchange. This type of a GDR is open for every kind of investor. Unlike ADRs, where each type of ADR determines the investors that can trade it, the Reg S type GDR can be traded from any kind of investor to any kind of investor.
Pairing Type
This GDR is a combination of the Reg S type GDR and a Rule 144A ADR. So when one such GDR is sold, it essentially implies the sale of a Reg S type GDR along with a Rule 144A ADR.
The Reg S type GDR may be listed either in London or Luxembourg. The holders of these GDRs will be regular investors. However, the Rule 144A ADRs are privately placed through Qualified Institutional Buyers in the U.S. The biggest reason for such a program being subscribed to is the fact that such a program enables the issuing company to raise funds not just from the U.S. and not just from Europe, but from both markets simultaneously.
GDRs have several benefits to offer to both issuers as well as the investors. Listed below are the various ways in which the issuers of ADRs / GDRs stand to gain Widened Investor Base: With the issue of ADRs / GDRs, Indian companies can expand their investor base to beyond the borders of the country. Further, this facilitates the company to diversify their investors. Increased Liquidity: As in the case of any issue, the issue of ADRs / GDRs will increase the liquid position of the company. The company can use these funds to fuel their expansion plans. Global Visibility: Entering the depositary receipts market would result in the issuing company becoming globally visible. This enables Indian companies to enhance their reputation not just amongst foreign investors, but also amongst domestic investors. Price Parity: Indian companies can compete to be at par with MNCs with regards to their stock prices. With the issue of ADRs / GDRs, Indian companies with the MNCs in their own turf. Facilitates Market Entry: Once a company has got itself recognized and accepted by the investors, Indian companies can set up shop abroad with far lesser difficulty. In fact, some of the India companies have issued ADRs / GDRs not just to raise funds, but also to establish their brand in the country. In this manner, they can enter foreign market with a lesser risk of failure.
GDRs have several benefits to offer to both issuers as well as the investors. Listed below are the various ways in which the issuers of GDRs stand to gain Ease of Investment: GDRs are very easy to invest in and hold. They are treated like just other securities. Hence, there is no complicated procedure involved in the purchase of a GDR. Simple to Trade: Since GDR is given the same treatment as local securities, it becomes that much easier and simpler for the investor to trade in GDRs. Global Access: GDRs provide the investors opportunities to invest globally. This permits them to invest in foreign companies without having to transfer funds out of the country. Further, investors can diversify the industries into which they wish to invest. Enables Comparison: Owing to the fact that all transactions take place in their home country, investors can easily compare their investments in GDRs as against their investments in other local securities. This is also made possible with the transactions taking place electronically. Access to Institutional Investors: GDRs offer the institutional investors an opportunity to hold securities which they are not permitted to hold in the home country of the GDR issuing company.
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2. Appointment of Intermediaries ADR/GDR normally involve a number of Intermediaries including lead Manager, Co-Manager, Overseas Depository Banks, Listing Agent, Legal Advisor, Printer, Auditors and Underwrites.
3. Principal Documentation The principal documents required to be prepared include subscription agreement, Depository Agreement, Custodian Agreement, Agency Agreement and Trust Deed.
4. Pre and Post Launch Additional Key Actions. Apart from obtaining necessary approvals, Documentation, additional key actions necessary for Making the issue of ADR GDR a success, include Timing, pricing and size of the issue Book Building and pricing of the issue Closing of the issue & Allotment
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GDR Market
As derivatives, depositary receipts can be created or canceled depending on supply and demand. When shares are created, more corporate stock of the issuer is purchased and placed in the custodian bank in the account of the depositary bank, which then issues new GDRs based on the newly acquired shares. When shares are canceled, the investor turns in the shares to the depositary bank, which then cancels the GDRs and instructs the custodian bank to transfer the shares to the GDR investor. The ability to create or cancel depositary shares keeps the depositary share price in line with the corporate stock price, since any differences will be eliminated through arbitrage. The price of a GDR primarily depends on its depositary ratio (aka DR ratio), which is the number of GDRs to the underlying shares, which can range widely depending on how the GDR is priced in relation to the underlying shares; 1 GDR may represent an ownership interest in many shares of corporate stock or fractional shares, depending on whether the GDR is priced higher or lower than corporate shares. Most GDRs are priced so that they are competitive with shares of like companies trading on the same exchanges as the GDRs. Typically; GDR prices range from $7 - $20. If the GDR price moves too far from the optimum range, more GDRs will either be created or canceled to bring the GDR price back within the optimum range determined by the depositary bank. Hence, more GDRs will be created to meet increasing demand or more will be canceled if demand is lacking or the price of the underlying company shares rises significantly. Most of the factors governing GDR prices are the same that affects stocks: company fundamentals and track record, relative valuations and analysts recommendations, and market conditions. The international status of the company is also a major factor. On most exchanges GDRs trade just like stocks, and also have a T+3 settlement time in most jurisdictions, where a trade must be settled in 3 business days of the trading exchange. The exchanges on which the GDR trades are chosen by the company. Currently, the stock exchanges trading GDRs are the: i. London Stock Exchange, ii. Luxembourg Exchange, Stock
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v.Hong Kong Stock Exchange. Companies choose a particular exchange because it feels the investors of the exchanges country know the company better, because the country has a larger investor base for international issues, or because the companys peers are represented on the exchange. Most GDRs trade on the London or Luxembourg exchanges because they were the 1st to list GDRs and because it is cheaper and faster to issue a GDR for those exchanges. Many GDR issuers also issue privately placed ADRs to tap institutional investors in the United States. The market for a GDR program is broadened by including a 144A private placement offering to Qualified Institutional Investors in the United States. An offering based on SEC Rule 144A eliminates the need to register the offering under United States security laws, thus saving both time and expense. However, a 144A offering must, under Rule 12g3-2(b), provide a home country disclosure in English to the SEC or the information must be posted on the companys website.
GDR indexes
BNY Mellon GDR Index: For global depositary receipt (GDR) investors, BNY Mellon GDR Index is an ideal benchmarking tool as it is the only index that tracks all GDRs traded on The London Stock Exchange. BNY Mellon GDR Index is calculated on a continuous basis throughout the trading day - beginning with the open of the U.K. market through its close.In addition to the Bank's Composite GDR Index, there are six regional indices (Eastern Europe, MENA, Eastern Europe x- Russia, Asia, Middle East and Africa), one market index (Emerging) and 23 country indices. Skindia GDR Index Indian GDRs traded on international bourses are governed by parameters specific to the market in which they are traded, making their prices unique. To capture their movement and performance, it is necessary to develop reliable market indicators which can be used as a tool by investors for measuring their portfolio returns vis--vis market returns. In response to this need, Skindia Finance pioneered a GDR index which became popularly known as the 'Skindia GDR Index'. The base of the Skindia GDR Index is April 15, 1994 with the index set consisting of 22 actively traded GDRs. The Index, a market value weighted index (total number of GDRs issued multiplied by GDR price), is one of the most popular GDR Indices worldwide.
ADR Vs GDR
Indias entry into the GDR market dates back to 1992 with Reliances $150 million issue. Indian companies were hesitant to enter the ADR market until 2000, when the Reserve Bank of India issued clearly defined guidelines. Apart from this, there are several other reasons for most Indian companies preference towards the GDR market. They are listed as under: norms: Disclosure
Companies listed on any of the American stock exchanges are required to adhere to comprehensive disclosure norms. They have to disclose information relating not just to the ADR, but also detailed financial and non financial information regarding the company. In contrast, the London Stock Exchange (where all of the Indian companies are listed) requires disclosure of only that information which relates to GDRs being issued. Rights: Voting
American rules make it a necessity for ADR holders to be given voting rights. The London Stock Exchange (LSE) makes no such demand. Although companies wishing to give such voting rights are permitted to do so, they are not compelled to give these rights Accounting Differences: System
Both U.S. and England follow accounting systems that differ from the Indian system. The Securities and Exchange Commission (SEC) makes it compulsory for companies issuing ADRs either to prepare their accounts under US GAAP or reconcile the accounts to US GAAP. The LSE, on the other hand, is satisfied with a Statement of difference between the English accounting system and the Indian system.
There is a significant difference in the initial listing costs of listing in the U.S. and listing on the LSE. A U.S. listing could cost the issuing company anywhere between $1 - $2 million. These costs are down to about $200,000 - $400,000 for listing on the LSE.
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In India, GDRs are governed by the same notification issued for ADRs. Notification No. F.E.R.A. 214 /2000-RB t h e Reserve Bank of India issued this notification on 20th January, 2000. It allows the issue of GDRs. The following points highlight the essence of this notification: All companies governed by the Indian Companies Act, 1956, are permitted to raise funds through the issue of GDRs The permission, however, shall stand to be cancelled if the company raising funds violates any norms or exceeds any limits laid down by the Foreign Investment Promotion Board (FIPB) or the Secretariat for Industrial Assistance (SIA). The company has to get approval from the Ministry of Finance, Government of India, to make such an issue. The company is permitted to enter into any agreement / sign any contract with foreign agencies provided that such a contract is essential for the issue of GDRs. The companies are allowed to make payments to the relevant authorities and the sponsor bank / brokerage towards their fees. The companies are permitted to make any payments to concerned government towards any tax liability incurred as a result of issue of GDRs The companies are allowed to maintain bank accounts abroad to deposit the money collected through such an issue. The companies are also permitted to maintain a register of foreign members if the company feels it necessary. This notification cleared a lot of ambiguities that existed in the Foreign Exchange Regulation Act in the absence of any concrete provision regards GDRs.
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S.E. Investments Teledata Technology Solutions Birla Cotsyn Ashco Niulab Industries Essar Oil Kemrock Industries and Exports SEL Manufacturing KBS Capital Management Nissan Copper Hiran Orgochem Essar Oil Zenith Birla India Beckons Industries Limited
LUX LUX LUX LUX -LUX LUX LUX LUX LUX -LUX LUX
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Essar Oil 0
ICICI Bank Sterlite Industries Infosys Technolo- gies Sterlite Industries Infosys Technolo- gies HDFC Bank ICICI Bank ICICI Bank Satyam Computer Services HDFC Bank WNS Holdings Dr. Reddy's Labora- tories HDFC Bank Satyam Computer Services
Banks Indust.Metals&Mining Software&ComputerSvc Indust.Metals&Mining Software&ComputerSvc Banks Banks Banks Software&ComputerSvc Banks Support Services Pharma. & Biotech. Banks Software&ComputerSvc
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Bibliography
Reports BNY Mellon Annual Market Analysis Year 2009 BNY Mellon DR Directory Reports RBI Notifications Deutche Bank GDR HandBook BNY Mellon GDR Index Overview Skindia GDR Index GDR Hand Book Chris Prior-Willeard, Bank of New York
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