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I C R A B U L L E T I N
Money
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F E B R U A R Y. 2 0 0 7
Abstract
A growing number of companies from emerging economies are crosslisting their shares on international exchanges in their effort to access the
developed stock markets. This paper tries to look into the inter-sectoral and
inter-temporal characteristics in prices of such stocks of Indian origin that are
being dually traded on the American and Indian stock exchanges. The trend
up to August 2006 shows the existence of positive premia levels of the
American Depository Receipts (ADRs) over the underlying domestic securities.
In an effort to realign ADR prices and bring down premia levels, the Reserve
Bank of India introduced two-way fungibility in February 2002. However,
ADR premia levels continued to increase during the period 2002 to 2004,
with a decline only from 2005this downward trend seems to be unrelated to
the fungibility criterion since the two-way conversion did not open up
arbitrage opportunities. We find that legislative changes in India had an
impact on decisions of Indian companies to go in for international listings.
However, once listed, the trading in ADRs by foreign investors was guided by
movements in the US stock market rather than capital market activities in
India. We do not find any increases in domestic stock prices across firms after
their foreign listings, but the domestic stocks show an increase in trading
volumes (liquidity gains) after their international listings.
I. Introduction
Companies around the world, especially those in the developing nations, are increasingly tapping international equity markets, in
an effort to enhance their global presence and to raise capital beyond
the borders of their home market. At the same time, investors around
the world are also looking beyond their national borders to take
advantage of new opportunities for raising the risk-adjusted return on
funds through geographic diversification of their portfolios. This has
been a key factor for the success of Depository Receipts.
JPMorgan introduced the first American Depository Receipt
(ADR) in 1927 to allow Americans invest in the British retailer
Selfridges. Since then, the ADR market has evolved in sophistication
57
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Structural reforms
received a major
impetus in 1991,
when the Indian
corporate sector
was allowed to go
global with
depository receipts
issues to foreign
investors.
58
the trend in ADR premia levels during the 2001 to 2006 time period to
study the effects, if any, of the introduction of re-conversion of ADRs in
early 2002. Moreover, we have also tried to explore the possible gains
in stock prices and in trading volumes, after the international listings of
domestic stocks.
The structure of this paper is as follows. Section II gives the
overall background of the Depository Receipts market and the reasons
behind the success of Depository Receipts around the globe, in terms of
the benefits that accrue to the listing companies as well as the foreign
investors. Section III provides a detailed background of the Indian
experience in the international stock markets. Section IV analyses the
movements of stock prices and premia levels in the American and the
Indian markets, and seeks to explain the trends in premia levels of
Indian ADRs. This section also examines if the Indian companies
experienced any significant increase in their domestic stock prices or
their domestic trading volumes following their foreign listings. Section
V gives the summary of conclusions along with some directions of
future research.
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A depository receipt
is created when a
company wishes to
list its shares on a
foreign stock
exchange, after
fulfilling the
requirements put
forth by the foreign
stock exchange as
well as the national
Government and the
domestic Central
Bank.
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Firms in emerging
nations seek to take
advantage of the
depth of the markets
in developed
countries and enter
the foreign capital
markets for raising
new capital. In
Step 3: The local Indian custodian bank verifies the delivery of the shares by informing the Bank of New York that the shares can now be issued in the United States and
the Bank of New York delivers the ADRs to the broker who initially purchased them.
Based on the determined ADR ratio, each ADR is issued as representing one or more
of the Indian local shares and the company determines the number of shares to be
sold in the international market and delivers the shares to the custodian bank.
Step 4: The custodian registers these shares in the name of the depository bank,
which issues the appropriate number of depository receipts. These ADRs represent
the local Indian shares held by the depository, and can be traded on the NYSE, like
other US securities. The holder of the depository receipt holds privileges like those
granted to shareholders of ordinary shares, such as voting rights and cash dividends.#
* For an explanation of the role of the Depository Bank in the ADR
market, see Appendix 3.
** Through an international office or a local brokerage house in India.
#
The rights of the ADR holder are stated on the ADR certificate.
60
shares, direct listing costs etc. Firms in emerging nations seek to take
advantage of the depth of the markets in developed countries and enter
the foreign capital markets for raising new capital. In nations that have
high investment barriers, the higher price for market risk would
translate into a higher cost of capital. So, companies in less developed
countries have strong incentives to access capital markets of more
developed countries by dually listing their shares on those stock exchanges to take advantage of the lower cost of capital.
In a focused study of cost-benefit trade-off, Mittoo (1992)
obtained responses from 78 CEOs of Canadian firms that were listed on
stock exchanges in the US/UK. She found that the reasons for managers
to list their equities abroad included looking for increased ability to
raise equity; growth of the shareholder base; increased visibility of the
company; and the expected increase in trading liquidity. In fact, in her
survey, the managers cited the increase in liquidity of underlying shares
to be a primary motivation for cross-listing on US exchanges.
In an early study, Choi and Stonehill (1982) found that, among
Japanese and Korean firms, enhanced international corporate prestige
and visibility was the most common reason for an interest in listing on
a foreign exchange. Sarkissan and Schill (2004) concluded that firms
tend to target overseas listing in markets that are larger, highly capitalised and have a more liberal tax environment. Miller (1999) documented significantly large abnormal returns for issuers that listed ADRs
on major US exchanges. There is also a strand of literature that looks
into the value of firms following foreign listing. Some studies looked
into the effect of liquidity on asset priceshigher liquidity results in
lower transaction costs and lower cost of capital. Errunza and Losq
(1985) showed how firms from emerging nations are able to reduce
their cost of capital and increase firm value by issuing equity on
foreign markets. Another source of value for a foreign listing is based
on models of information asymmetry whereby firms seek to convey
information about their quality to the market. High-quality firms from
markets with low disclosure standards gain by listing in markets that
have high disclosure requirementsforeign listing is a signal of higher
quality, which then improves firm valuation. Jithendranathan et al
(2000) listed out the possible reasons for cross-listing as availability of
capital in large capital markets, lower costs of capital, enhanced
liquidity and cost efficiency.
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High-quality firms
from markets with
low disclosure
standards gain by
listing in markets
that have high
disclosure
requirements
foreign listing is a
signal of higher
quality, which then
improves firm
valuation.
Investors Viewpoint
Investors around the world are increasingly looking across
their national borders in an effort to geographically diversify their
portfolios by investing in international securities. Foreign investors buy
shares of Indian companies in their effort to diversify their portfolio and
complete a desired transaction. Therefore, asset liquidity reflects two dimensions of a
desired transaction, namely speed (transaction time) and price (transaction cost).
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For a developing
country like India, it
is more rational to
allow and
encourage domestic
companies to issue
depository receipts
in foreign countries
rather than favour
foreign investors to
gain direct access to
the domestic equity
market.
hence lower the risks in the equity market. A foreign investor may do
so either through direct investment in the equity market of the emerging
nation or through access to depository receipts of the firms on their own
stock exchange. Foreign investors find it very difficult to invest directly
into equity markets of emerging nations like India. First of all, legal
and institutional restrictions make it difficult for small and medium
foreign investors to invest directly in the Indian stock market. The
investor has to be a foreign institutional investor (FII) registered with
the SEBI in order to directly participate in the Indian equity market.
Secondly, the foreign investors are also concerned about the poor
regulatory mechanism and low liquidity of the market in emerging
nations. Thirdly, direct investments in the equity market involve
brokerages and custody fees which are avoided in the case of depository receipts since the depository banks like Bank of New York arrange
for these services directly.
While the mechanics of cross-border investment flows are often
complex, ADRs offer a convenient avenue for adding global exposure
to US portfolios. Through depository receipts, the foreign investors gain
benefits of diversification while trading in their market under their own
settlement and clearance conditions. Given the legal and institutional
requirements and restrictions, it is more convenient for small/medium
size foreign investors and foreign individuals to invest in Indian depository receipts rather than in the Indian stock market.9
The Developing Countries
In reaction to the severe impacts of the financial crises in
different parts of the globe, the developing countries have several
concerns about growing international integration and have placed
stringent measures on activities of foreign investors. In particular, there
is a fear that foreign investors add volatility in asset prices in emerging
markets through herding behaviour or contagion effects.10 Therefore,
for a developing country like India, it is more rational to allow and
encourage domestic companies to issue depository receipts in foreign
countries rather than favour foreign investors to gain direct access to
the domestic equity market.
62
9 Hansda, S.K. and P. Ray, 2003. Stock Market Integration and Dually
Listed Stocks: Indian ADR and Domestic Stock Prices, Economic and Political
Weekly, Vol. XXXVIII, No. 8, pp. 743.
10 Herding refers to the phenomenon when investors follow each other in
investment decisions, irrespective of whether the decision is warranted by changes in
economic fundamentals. Contagion occurs when events in one emerging market
change investors behaviour in other emerging markets, regardless of whether the
economic fundamentals of the latter have been affected or not.
11
I C R A B U L L E T I N
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Indian companies
began to issue
ADRs since 1992
with Reliance and
Grasim Industries
accessing the
foreign equity
market. A
substantial volume
of GDR/ADR
issuance took place
in the next couple of
years.
Appendix 4.
12 For a detailed exposition of the policy measures adopted by the
Government from time to time, see Appendix 6.
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The process of
global financial
integration received
a major impetus
when two-way
fungibility for Indian
GDR/ADRs was
introduced in 2002,
whereby converted
local shares could
be reconverted into
GDR/ADR subject to
sectoral caps.
13
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There are restrictive ADR programmes where the number of ADRs from the initial
overseas offering poses a limit. So, ADRs can be cancelled and reissued, but only up
to the initial offering size. Limited two-way programmes are found in the Korean,
Taiwanese and Indian firms. Finally, the one-way programmes are the most restrictive, where ADRs that are issued may be cancelled over time but subsequent reissuance is not permitted.
India started their ADR programmes as one-way programmes and converted to
limited two-way programmes in 2002, whereby the re-issuance of ADRs once cancelled is restricted by the initial offering size. Subsequent sale of ADRs is not subject
to Indian capital gains taxes, but the dividends are taxed. Moreover, the depository
bank incurs foreign exchange transaction costs in conversions.
In India, with limited two-way fungibility, a foreign investor is now permitted to place
an order with an Indian stock broker to buy local shares, with an intention to convert
them into depository receipts. The stock broker has to apply to the domestic custodian bank for verification and approval of the order. Once the approval is granted, the
broker purchases local shares on the Indian stock market and delivers the shares to
the domestic custodian for further credit to the overseas depository. The overseas
depository issues proportional Depository Receipts to the foreign investor. This
conversion of the domestic share into ADR is subject to the extent of the original
issue of the ADRs. Consequently, the foreign investor can engage in secondary
market trading on the American stock exchange or cancel the ADR.
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66
1 Infosys
2
3
4
5
6
7
8
9
10
11
12
13
ICICI Bank
Silverline
Rediff.com
VSNL
Wipro
Dr Reddys
Satyam
HDFC Bank
MTNL
Tata Motors
Patni Computers
WNS Holdings
Industry
Issue
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While Indian
companies have
issued ADRs since
the early 1990s,
most of these earlier
issues were
TABLE 1
ADR issues by Indian Companies
Company
I C R A B U L L E T I N
privately placed.
Stock
Exchange
ADR
Ratio
2:1
(1:1 from
July04)
1:2
1:2
2:1
1:2
1:1
1:1
1:2
1:3
1:2
1:1
1:2
1:1
Software
March 1999
Nasdaq
Finance
Software
Software
Telecom
Software
Healthcare
Software
Finance
Telecom
Engineering
Software
Support Services
March 2000
June 2000
June 2000
August 2000
October 2000
April 2001
May 2001
July 2001
September 2001
September 2004
December 2005
July 2006
NYSE
NYSE
Nasdaq
NYSE
NYSE
NYSE
NYSE
NYSE
NYSE
NYSE
NYSE
NYSE
Exchange-traded
ADRs of Indian
origin have been a
relatively recent
phenomenon, being
issued during or
after 1999.
Note:
ADR Ratio, known as the depository receipt ratio, denotes the number
of shares to be represented by one depository receipt. The ratio is set so
that the price of a depository receipt is comparable to that of similar
securities in international markets.
Source: Company Websites, Bank of New York (www.adrbny.com).
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stocks, the ADR equivalent prices of each stock to the closing prices of
the same underlying securities on the National Stock Exchange were
compared. The price data for each of the eight companies which were
listed dually on NASDAQ or NYSE as well as NSE were considered.
The price data are from 1st January 2001 for those companies that were
listed on American stock exchange before that date. For those companies that got their foreign listing after 1 st January 2001 (but during
2001), the prices have been taken from the first day of the foreign
trading on the American stock exchange. The cut-off date for our
analysis is 31st August 2006.
As a first step, the scatter of the ADR equivalent prices and the
NSE closing prices of the same stocks were plotted for each of the eight
companies that have been taken in this sample (see Graph 1). The
scatter clearly showed a strong positive correlation between the prices
of the dually listed Indian stocks.19
In order to find out the magnitude of the relationship, the
correlation coefficient between the ADR price and the NSE price was
calculated for each stock (See Table 2). The correlation coefficient was
found to be very high, around 0.9, for the ADR price and the corresponding domestic share price. The sectoral break-up revealed that the
synchronisation between the foreign and the domestic market was
strongest for the finance companies that were considered for analysis,
namely ICICI Bank and HDFC Bank.20 All the other companies, with
the exception of Infosys and MTNL, showed correlation coefficients of
more than 0.96.
scatter clearly
showed a strong
positive correlation
between the prices
Sector
ADR Stock
IT
Wipro
Satyam Computers
Infosys
0.961
0.965
0.922
Finance
ICICI Bank
HDFC Bank
0.993
0.990
Others
MTNL
VSNL
Dr Reddys Laboratories
0.872
0.997
0.977
68
Correlation Coefficient
19 Hansda and Ray (2003) found that the high correlation coefficient
between domestic stock exchange (Bombay/National Stock Exchange) and the
foreign stock exchange (Nasdaq/NYSE) remains unaltered irrespective of whether
one considers contemporaneous data or one day lagged data; also with various
combinations of closing or opening prices.
20 Hansda and Ray (2003) found a low correlation for the foreign and
domestic share prices of HDFC Bank and VSNL, considering the price data for the
period from the listing of each stock up to February 2002.
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12000
Infosys
45 Degree Line
10000
8000
6000
4000
2000
prevailing price of
0
0
2000
4000
6000
8000
ADR Equivalent price
10000
12000
45 Degree Line
VSNL
900
750
600
450
300
150
0
0
150
300
450
600
ADR Equivalent Price
750
900
69
I C R A B U L L E T I N
700
Money
Finance
F E B R U A R Y. 2 0 0 7
600
NSE Closing Price
&
45 Degree Line
ICICI Bank
500
400
300
200
100
0
0
100
200
250
300
400
500
ADR Equivalent Price
600
700
45 Degree Line
MTNL
200
150
100
50
0
0
50
3500
100
150
ADR Equivalent Price
Wipro Technologies
200
250
45 Degree Line
3000
2500
2000
1500
1000
500
0
0
70
500
1000
1500
2000
2500
ADR Equivalent Price
3000
3500
2500
Dr Reddy's Labs
I C R A B U L L E T I N
45 Degree Line
Money
&
2000
Finance
1500
F E B R U A R Y. 2 0 0 7
1000
500
0
0
500
1000
1000
1500
ADR Equivalent Price
Satyam Computers
2000
2500
45 Degree Line
800
600
400
200
0
0
200
1000
400
600
ADR Equivalent Price
HDFC Bank
800
1000
45 Degree Line
800
600
400
200
0
0
200
400
600
ADR Equivalent Price
800
1000
71
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21
As has been seen by Hansda and Ray (2003) and Chakrabarti (2003).
securities from a different choice set,22 this may lead to a different risk
estimate and the price of a security may differ from the adjusted
equivalent price of the depository receipt of the same stock.
Differences in trading hours cause a lead-lag relationship in
information transmission between the ADR and the local markets.
There is a distinct difference in the timings of trade in the two stock
marketsin India trading starts at 10am and ends at 4pm while the
trading session in US spans from IST 8pm to IST 2:30am the following
day. So, trading in the Indian market is over before trading commences
in the US market on the same day, which can give rise to differences in
ADR prices and the Indian prices for the same stock.
In 2002, the Reserve Bank of India issued detailed operating
guidelines for implementing two-way fungibility in Indian ADRs. A
restrictive form of two-way ADR programmes was introduced whereby
ADRs were allowed to be cancelled and reissued, but only up to the
initial offering size. Two-way fungibility was expected to open up
possibilities of arbitrage so that the market forces would trigger a
realignment of prices and minimise the divergent premium levels
prevailing between ADR/GDR prices and the domestic stock prices.
In an attempt to find out whether any such realignment of the
prices has occurred after the two-way-fungibility this study has traced
the ADR premia of the companies in the sample from the date of their
foreign listing. After estimating the equivalent, comparable ADR
prices, as has been already explained, these prices were then compared
with the price of the underlying stock on the National Stock Exchange
(NSE)23 in order to calculate the ADR premium for each day. The daily
premia figures were used to compute the various averages, as have
been detailed in Table 3.
ADRs of Indian companies enjoyed considerable premium over
their underlying stocks, indicating effective market segmentation
between the US and Indian markets. Chakrabarty (2003) noted this
phenomenon for his data set covering the time period March 1999 to
January 2003. Hansda and Ray (2003) also found high premia levels
for their sample spanning March 1999 to February 2002. We have
taken the same sample of companies, but the time span for the present
study has been stretched to cover the time period up to August 2006 in
an effort to explore the effect of two-way fungibility of ADRs since
February 2002 which was expected to bring down premia levelsa
phenomenon that has not been explored yet.
The inter-sectoral average premia levels indicate that the
Information Technology (IT) companies have enjoyed the highest
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Two-way fungibility
was expected to
open up
possibilities of
arbitrage so that
the market forces
would trigger a
realignment of
prices and minimise
premium levels
prevailing between
ADR/GDR prices
and the domestic
stock prices.
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I C R A B U L L E T I N
TABLE 3
ADR Premia (in %)
Money
&
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F E B R U A R Y. 2 0 0 7
ADR Stock
Wipro
Satyam
Infosys
2.2
15.5
57.4
3.1
9.5
61.4
11.6
23.9
49.7
42.2
44.9
48.5
31.1
21.3
36.3
18.5
10.5
13.5
18.1
20.9
44.5
IT
27.8
2.7
5.4
13.2
7.5
16.0
13.8
14.9
20.6
11.4
11.6
9.3
6.6
11.2
10.9
Finance
11.1
2.7
0.36
2.56
7.7
-0.06
2.7
Others
3.5
ICICI Bank
HDFC Bank
The inter-sectoral
average premia
levels indicate that
MTNL
VSNL
Dr Reddys Labs
Note:
5.66
-0.65
6.7
1.1
0.01
1.5
2006
Average Sector
(up to Aug)
Average
IT companies have
enjoyed the highest
premia levels (an
average of 28%).
Infosys has been the
clear winner,
reaching its peak of
more than 60%
premium level in
2002.
74
premia levels (an average of 28%). Infosys has been the clear winner,
reaching its peak of more than 60% premium level in 2002.24 Satyam
and Wipro started with low premium levels, and enjoyed a positive
trend up to 2004. After the introduction of two-way fungibility in
February 2002, the premia levels of Wipro and Satyam continued to
rise for another two years, with premia levels going beyond 40% in
2004, which was in contrast to the expectations. The decline in premia
for Wipro and Satyam is evident in 2005 and 2006. The Others
category comprises telecom (MTNL and VSNL) and the healthcare (Dr
Reddys Laboratories) sectors. This category registered the lowest
average premia levels, registering a sectoral average of 3.5% over the
2001-06 period. MTNL showed some spurt in premia in 2004 and
2005; otherwise, the average annual premium of the companies has
been negligible. The finance companies enjoyed modest average
premium of ADR prices over the domestic stock prices during this
period and the ADR premia levels within the financial sector continued
to increase after the introduction of the two-way conversion of ADRs
similar to the IT sector companies. ICICI Bank experienced a decline
their ADR premia from 2004 while the ADR premia of HDFC Bank
started coming down from 2005, much after the introduction of the twoway fungibility.
Two-way fungibility was introduced with the expectation that
the resulting arbitrage opportunity would help to converge the ADR
prices and the domestic prices of the same shares trading in the two
countries. However, despite the two-way fungibility, the conversion and
re-conversion of ADRs into the underlying security involves timethe
time period involved between a US investor buying an ADR on the
24
Average premium level of Infosys had reached more than 100% in 2000.
NYSE and then selling it on the Indian National Stock Exchange would
be approximately 45 days25 from the date of his cancellation of the
ADR. More importantly, the limited form of two-way fungibility
implied that Indian equity cannot be converted into ADR unless ADRs
have been cancelled (that is, headroom is available) and the re-issuance
is limited to the extent of cancellation for that particular stock.
With the Indian ADRs trading at premium levels, foreign
investors holding ADRs do not have any incentive to cancel them and
convert into Indian equities, implying the absence of headroom for the
stocks. On the other hand, when the price of ADR is higher, foreign
investors would want to purchase shares in India and sell them in the
US marketin the absence of headroom, such re-conversion of Indian
equities into ADR is not possible. The resulting absence of arbitrage
opportunity explains the persistence of premia levels in the ADR prices
over the underlying Indian equity prices, even after the introduction of
two-way fungibility.
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holding ADRs do
not have any
incentive to cancel
them and convert
into Indian equities,
implying the
absence of
Wipro
Satyam
Infosys
ICICI Bank
HDFC Bank
MTNL
VSNL
Dr Reddys Labs
0.010* (0.0008)
0.001 (0.0005)
-0.020* (0.001)
-0.001* (0.0005)
-0.0003 (0.0003)
0.003* (0.0004)
0.0001 (0.0002)
-0.00055 (0.0003)
0.031* (0.005)
0.014* (0.003)
0.050* (0.005)
0.028* (0.002)
0.010* (0.002)
0.030* (0.002)
0.001 (0.001)
0.006* (0.001)
Average
-0.0017* (0.0003)
0.04* (0.002)
Note:
Regressions on daily premia level for each dually listed stock with daily
closing price of S&P 500 index (for US stock exchange) and S&P CNX
Nifty (for NSE, India). The figures represent regression coefficients.
Figures in parentheses denote standard errors. Asterisks denote that the
coefficients are statistically significant at 5% level.
25
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The relation
between the ADR
returns and
domestic Stock
Exchange returns is
inconclusive. The
S&P CNX
Nifty Returns
(Indian Stock
Exchange)
(1)
Wipro
Satyam
Infosys
ICICI Bank
HDFC Bank
MTNL
VSNL
Dr Reddys Labs
-0.28* (0.06)
0.05 (0.06)
-0.24* (0.08)
0.32* (0.06)
0.32* (0.05)
0.05 (0.06)
0.15* (0.05)
0.07 (0.05)
Note:
76
S&P 500
Index Returns
(US Stock
Exchange)
(2)
0.88*
0.99*
0.34*
0.58*
0.45*
0.46*
0.17*
0.45*
(0.06)
(0.06)
(0.10)
(0.07)
(0.06)
(0.07)
(0.06)
(0.06)
Underlying
Domestic
Equity share
Returns
(3)
0.79*
0.63*
0.19*
0.46*
0.29*
0.62*
0.44*
0.66*
(0.02)
(0.03)
(0.03)
(0.03)
(0.03)
(0.03)
(0.02)
(0.03)
Regressions on ADR returns for each dually listed stock with returns of
the Indian stock exchange, US stock exchange and returns on the
underlying domestic equity shares. Returns are computed by taking the
percentage changes of the closing index levels and closing stock prices on
successive trading days.The figures represent regression coefficients.
Figures in parentheses denote standard errors. Asterisks denote that the
coefficients are statistically significant at 5% level.
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TABLE 6
Effect on Average Domestic Stock Prices Before and After ADR Listing
Stock
Prior Mean
Post Mean
% Change
in prices
ICICI Bank
Dr Reddys
Infosys
MTNL
108
1295
2976
124
213
1498
3359
139
98.1
15.7
12.8
11.8
15.6*
7.4*
3.7*
10.1*
HDFC Bank
Wipro
Satyam
VSNL
230
2669
301
1234
224
2522
171
531
-2.5
-5.5
-43.1
-56.9
3.5*
2.9*
15.9*
16.6*
Note:
Prior Mean: Average Stock Price on NSE for 100 trading days before
foreign listing
Post Mean: Average Stock Price on NSE for 100 trading days after
foreign listing
t-Test for Two Sample Means: t-statistic indicating whether the mean of
daily domestic stock price before and after ADR listing is significantly
different at 5% level, from the mean of daily domestic stock prices after
ADR listing. Asterisk denotes significance (5% level) of the t-statistic.
share prices
immediately after
their foreign listing.
On the other hand,
the remaining four
showed declines in
their prices
following the issue
of the ADRs
(statistically
significant at 5%
level).
78
Prior
Post
58,128
108,227
33,198
448,369
397,177
110,887
141,787
151,952
700,850
809,366
7.27*
2.36*
8.65*
7.91*
4.10*
15,960,780
266,963
103,465
2,172,038
202,218
9,426,792
134,961
87,361
1,448,789
309,075
8.58*
4.87*
1.45
3.09*
5.32*
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In line with
Domowitz and
Jayakumar, we carry
out the analysis for
the trading volumes
of our sample of
eight Indian
companies that had
undertaken listing
on the US stock
exchanges.
Note: Prior: Average Trading Volume on NSE for 100 trading days before
foreign listing.
Post: Average Trading Volume on NSE for 100 trading days after foreign
listing.
Difference t-Test: t-statistic indicating whether the mean of daily domestic
trading volume before and after ADR listing is significantly different at
5% level, from the mean of daily domestic trading volume after ADR
listing. Asterisk denotes significance (5% level) of the t-statistic.
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For five out of the eight stock series in the sample, the average
daily trading volume on the National Stock Exchange was found to be
higher after ADR listing and the difference t-test indicates that the
trading volume increase is statistically significant (at 5% level) for
each of the five stocks. For the remaining three companies, the average
trading volume in the domestic market declined after the foreign
listingthis included the finance sector companies (ICICI Bank, HDFC
Bank) and Satyamand the difference was not significant for HDFC
Bank. When we examined the average combined (total of all the eight
companies) daily domestic trading volumes, the post-ADR volume was
lower than the pre-ADR volumes but the relationship was reversed (and
significant) when we found the combined average of seven companies
excluding Satyam. So, if we exclude the outlier (Satyam) we may
conclude that there has been an increase in trading volumes in the
domestic market for the majority of stocks, during the 100 trading days
following their foreign listing, which confirms that foreign listing of a
domestic stock does help to increase liquidity of the stocks.
We then looked into the order-flow migration, where trading
volumes on the American stock exchanges were considered (NASDAQ
and NYSE, as applicable). Using the same sample stock as in Table 6,
the proportion of total trading taking place in the ADR market was
included in the analysis along with the domestic trading volumes. The
results are provided in Table 8.
It is evident from the results that the trading volume during the
100 trading days following the foreign listing was dominated by the
ADR marketfor six out of the eight companies, the average daily
ADR trading volume exceeded 50% of the total trading that took place
in the foreign and domestic market taken together. The trading followTABLE 8
Order-Flow Migration
Stock
Post Volume
Infosys
Dr Reddys
HDFC Bank
ICICI Bank
VSNL
Wipro
MTNL
Satyam
Note:
80
ADR Volume
% ADR
110,887
141,787
87,361
134,961
151,952
700,850
448,500
450,172
241,689
367,302
303,904
698,040
80
76
74
73
67
50
809,366
9,426,792
129,848
374,956
14
4
Post Volume: Average daily Trading Volume on NSE for 100 trading
days after foreign listing.
ADR Volume: Average daily Trading Volume on US stock exchange for
100 trading days after listing. ADR daily trading volume was adjusted
using ADR ratios to make it comparable to local trading volumes.
% ADR: % of total trading in the ADR market = 100* (ADR/ (ADR +
Post).
ing foreign listing was dominated by the domestic stock market for
MTNL and Satyam.27 Therefore, there was an increase in domestic
trading volumes soon after the cross-listing by the Indian firms. Interestingly, along with the gain in trading volumes in the domestic stock
market, the amount of trading occurring in the ADR market during this
time was even larger, indicating a definite gain for the company in
terms of trading activity following their foreign listing. The summary
of our findings is given in Table 9.
TABLE 9
Summary of Trading Activities in 100 trading days following Foreign Listing
Stock
Increase in Domestic
Trading volume
Dominance of ADR
in total trading
Infosys
Dr Reddys
VSNL
Wipro
MTNL
HDFC Bank
ICICI Bank
Satyam
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Interestingly, along
with the gain in
trading volumes in
the domestic stock
market, the amount
of trading occurring
in the ADR market
For the five companies where the average daily trading volume
on the National Stock Exchange was found to be significantly higher
after ADR listing, in the case of Infosys, Dr Reddys, VSNL and Wipro
the gain in trading volumes in the domestic market was overshadowed
by the enhanced trades in the ADR market during the 100 trading days
following the foreign listing. The finance sector companies (ICICI Bank
and HDFC Bank) showed a clear migration of trading activity where
there was a fall in trading volumes in the domestic market while
volumes in the ADR market comprised more than 70% of their total
trades during the initial 100 days following their foreign listings. For
MTNL, the company gained from increased trading volumes in the
domestic market but trading on the ADR market during the first 100
trading days remained modest. Satyam was the only company that did
not experience any flurry of trading activity following its foreign listing
since trading volumes on the domestic stock exchange witnessed a
significant fall and activity in the ADR market also remained low key.
V. Summary of Findings
Exchange-traded ADRs of Indian shares originated in 1999,
with the listing of Infosys on the US stock market. The Indian
27 Our result is in line with the Chilean experience where Jayakumar
(2002) found that trading was dominated by the ADR market for 12 out of 14
Chilean stock series.
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The decline in
premia became
evident only in
2005, but this
convergence in
prices was not
associated with the
two-way fungibility
facility.
82
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Policy Changes
1992-93
Grasim, Reliance
GDRs/ADRs
(US$ million)
240
1993-94
1520
1994-95
2082
1995-96
1996-97
683
1366
1997-98
MTNL
645
1998-99
Infosys (ADR)
270
1999-00
768
2000-01
831
2001-02
477
85
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Year
Policy Changes
Money
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2002-03
Finance
2003-04
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GDRs/ADRs
(US$ million)
600
459
613
2004-05
2005-06
2552
Source: Data from Reserve Bank of India Bulletin; Policy Changes from Ministry of Finance website, ADR/GDR
listings from Bank of New York website.
86
1996-97
Banks, Financial Institutions and Non-Banking Finance Companies registered with the RBI were permitted to access GDR markets.
GDR issue proceeds were permitted to be deployed for investments in
joint ventures and wholly-owned subsidiaries in India by parent companies, in addition to end uses earlier allowed. Use of GDR proceeds for
investments in stock markets and real estate were banned. There was
no limit on the number of Euro issues a company or group may float.
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2000-01
Overseas business acquisitions through the ADR/GDR route
were permitted under the automatic/simplified approval mechanism for
Indian companies engaged in (1) Information technology and Entertainment software; (2) Pharmaceuticals; (3) Biotechnology; and (4) Any
other sector as notified by the Government from time to time. Indian
companies, engaged in IT software and IT services, were permitted to
issue ADR/GDR linked stock options to permanent employees (including Indian and overseas working directors) of its subsidiary companies
incorporated in India or outside and engaged in IT software and IT
services.
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2001-02
Operational guidelines for facility for limited two-way fungibility for Indian ADRs/GDRs announced by the Finance Minister in the
Union Budget 2001-02 were under finalisation in consultation with the
RBI and the SEBI. Indian companies were permitted to list on foreign
stock exchanges by sponsoring ADR/GDR issues with overseas depository against shares held by its shareholders subject to prescribed
conditions. Indian companies were allowed to utilise up to 100 per cent
of proceeds of ADRs/GDRs for overseas investments instead of the
existing ceiling of 50 per cent allowed so far. Any Indian company,
irrespective of its line of activity and which has already made an ADR/
GDR issue, was allowed to acquire shares of foreign companies engaged in the same core activity, up to an amount of US$ 100 million,
or an amount equivalent to 10 times its export earnings in the preceding financial year, whichever is higher, by way of swap of fresh issues
of ADRs/ GDRs on back to back basis subject to compliance with
certain conditions. Earlier this facility was available only to Indian
companies in certain sectors.
2002-03
Guidelines for two-way fungibility were finalisedre-conversion of ADR/GDRs was made possible, to the extent of ADR/GDR
which have been converted into equity shares and sold in the local
market. No specific permission of the RBI was required for the reconversion. The RBI guidelines stated that the transactions would be
demand-driven and would not require company involvement or fresh
permissions. The custodian would monitor the re-issuance of ADRs/
GDRs within the sectoral cap fixed by the Government. Each purchase
transaction would be against delivery and payment received in foreign
exchange through banking channels. For this purpose, all SEBI registered brokers were permitted to act as intermediaries in the two-way
fungibility of ADRs/GDRs.
88
2003-04
Resident shareholders of Indian companies who offer their
shares for conversion to ADRs/GDRs, were allowed to receive the
sale proceeds in foreign currency subject to the condition that the
conversion to such ADRs/GDRs should have the approval of Foreign
Investment Promotion Board. The sale proceeds so received by
residents were permitted to be credited to their Exchange Earners
Foreign Currency/Resident Foreign Currency (Domestic) accounts or
to their Rupee accounts in India at their option. Disinvestment
proceeds under the scheme, receivable by residents, who have since
become non-residents, would also be eligible for credit to their foreign
currency accounts abroad or any of their accounts in India at their
option.
2005-06
In order to bring the ADR/GDR guidelines in alignment with
the guidelines on domestic capital issues framed by SEBI, the Government of India amended the Foreign Currency Convertible Bonds and
Ordinary Shares (Through Depository Receipt Mechanism) Scheme,
1993. Accordingly, both listed and unlisted companies in India were
required to comply with the amended guidelines for issue of ADRs/
GDRs.
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