GDR - Global Depository Receipts
GDR - Global Depository Receipts
GDR - Global Depository Receipts
Assignment One
Himanshu Ahire 13
Trimester 4
Background 3
Structure of ADR 4
Level I 4
Level II 4
Level III 4
Sponsored Vs Unsponsored 7
Deposit Agreement 7
Custodian Bank 8
Structure 8
Pairing Type 8
GDR Market 12
GDR indexes 13
ADR Vs GDR 14
Bibliography 21
Depositary receipts are structured to resemble typical stocks on the exchanges that they
trade so that foreigners can buy an interest in the company without worrying about
differences in currency, accounting practices, or language barriers, or be concerned about
the other risks in investing in foreign stock directly.
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 transfer agent.
UK shares were not allowed physically to leave the UK, and so, to accommodate US investor
demand, a US instrument had to be created; this was 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.
There are several types of ADR, each of which involves a different level of disclosure of
information and compliance with the regulations of the SEC. But perhaps the most important
distinction for issuers of ADRs is that some structures allow the company to raise capital in
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 non-US 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.
To raise money in more than one market, some corporations use global depositary receipts
(GDRs) to sell their stock on markets in countries other than the one where they have their
headquarters.
The GDRs are issued in the currency of the country where the stock is trading.
For example, a Indian company might offer GDRs priced in pounds in London and in yen in
Tokyo. Individual investors in the countries where the GDRs are issued buy them to diversify
into international markets. GDRs let you do this without having to deal with currency
conversion and other complications of overseas investing. The objective of a GDR is to
enable investors in developed markets, who would not necessarily feel happy buying
emerging market securities directly in the securities home market, to gain economic
exposure to the intended company and, indeed, the overall emerging economy using the
procedures with which they are familiar.
Global Depository Receipt (GDR) - certificate issued by international bank, which can be
subject of worldwide circulation on capital markets. GDR's are emitted by banks, which
purchase shares of foreign companies and deposit it on the accounts. Global Depository
Receipt facilitates trade of shares, especially those from emerging markets. Prices of GDR's
are often close to values of related shares.
GDRs are securities available in one or more markets outside the companys home country.
The basic advantage of the GDRs, compared to the ADRs, is that they allow the issuer to
raise capital on two or more markets simultaneously, which increases his shareholder base.
They gained popularity also due to the flexibility of their structure.
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 (LSE)
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.
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.
Sponsored Vs Unsponsored
DR programmes are either "sponsored" by an issuing company or "unsponsored". If a
company sponsors a DR programme, it enters into a contractual agreement with the
depositary bank (and, in the case of an American Depositary Receipt programme governed
by US-law, also with the holders of the ADRs). This contractual agreement is known as the
"deposit agreement".
Example
Deposit Agreement
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
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.
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 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
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 compay 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.
Once a company has got itself recognised 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.
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.
1. Approvals
2. Appointment of Intermediaries
3. Principal Documentation
Book Building and pricing of the issue Closing of the issue & Allotment
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.
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
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.
Disclosure norms:
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.
Voting Rights:
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
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 - $400,000 for listing on the LSE.
In India, GDRs are governed by the same notification issued for ADRs. Notification No.
F.E.R.A. 214 /2000-RB The Reserve Bank of India issued this notification on 20th January,
2000. It allows the issue of GDRs. The following points highlight the essence of this
notification:
All companies governed by the Indian Companies Act, 1956, are permitted to raise funds
through the issue of GDRs
The permission, however, shall stand to be cancelled if the company raising funds violates
any norms or exceeds any limits laid down by the Foreign Investment Promotion Board (FIPB)
or the Secretariat for Industrial Assistance (SIA).
The company has to get approval from the Ministry of Finance, Government of India, to
make such an issue.
The company is permitted to enter into any agreement / sign any contract with foreign
agencies provided that such a contract is essential for the issue of GDRs.
The companies are allowed to make payments to the relevant authorities and the sponsor
bank / brokerage towards their fees.
The companies are permitted to make any payments to concerned government towards
any tax liability incurred as a result of issue of GDRs
The companies are allowed to maintain bank accounts abroad to deposit the money
collected through such an issue.
The companies are also permitted to maintain a register of foreign members if the company
feels it necessary.
This notification cleared a lot of ambiguities that existed in the Foreign Exchange Regulation
Act in the absence of any concrete provision regards GDRs.
DR ISSUE
Tata Steel US$ 49,97,40,040
Larsen & Toubro US$ 40,00,00,000
Tata Motors US$ 37,49,96,160
Tata Power US$ 33,50,44,524
Indiabulls Financial Services US$ 29,99,99,993
Essar Oil US$ 29,32,97,694
Videocon Industries US$ 28,67,86,500
Reliance Ports & Terminals US$ 27,00,00,000
Essar Oil US$ 22,50,01,485
Axis Bank US$ 20,60,28,550
Sterling International Enterprises US$ 20,12,62,669
Cal's Refineries US$ 19,99,94,400
Axis Bank US$ 17,84,22,350
Essar Oil US$ 17,07,86,109
0 12,50,00,000 25,00,00,000 37,50,00,000 50,00,00,000
ICICI Bank
Sterlite Industries
Infosys Technologies
Sterlite Industries
Infosys Technologies
HDFC Bank
ICICI Bank
ICICI Bank
Satyam Computer Services
HDFC Bank
WNS Holdings
Dr. Reddy's Laboratories
HDFC Bank
Satyam Computer Services
0 750000000 1500000000 2250000000 3000000000
http://www.adrbnymellon.com/
http://www.exchange-handbook.co.uk/
https://www.adr.db.com/
http://thismatter.com/money/stocks/global-depositary-receipts.htm
http://www.skindia.com/
http://rbidocs.rbi.org.in/
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