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AMERICAN DEPOSITORY RECEIPTS
Background
ADRs were primarily created to increase investment access to widely known and often
multinational companies. They are typically formed by a depository bank depositing ordinary
shares of a foreign company into a trust and issuing receipts of interest in the underlying shares on
a domestic exchange. The bank will act as a custodian for the trust handling dividend distribution,
currency exchange, proxies, tax reporting, and regulatory filings. It receives a management fee for
these services, either from the shareholders or the issuing company.
Trading of ADRs occurs by brokers purchasing/selling outstanding ADRs in the domestic market,
or on the foreign markets if no shares are available domestically. In the case of purchases in the
foreign market, the broker then deposits the foreign shares with the bank in exchange for newly
created ADRs. In the case of sales in the local market, the broker will cancel the ADR causing the
depository bank to sell the shares in the foreign market and deliver the proceeds in the investor’s
currency. Units in the trust are listed on large exchanges primarily in countries with developed
capital markets, as if they were shares of a company domiciled in the same country as the
exchange. The listing company of the ADR must adhere to the same regulatory requirements and
disclosures as the other listed issuers on the exchange. In effect, shares of a foreign company can be
purchased on a U.S. stock exchange in the same manner as stock of a U.S. company.
So why have the middlemen (trust)? Many investors do not have efficient means of diversifying
into foreign companies because of the administrative and implementation issues. Often, trading in
foreign markets is more expensive relative to U.S. exchange transaction costs, as well as difficult to
execute due to time zone differences. Also, foreign exchanges do not usually have the same
regulatory requirements that investors are familiar with here in the U.S., and custody of the assets is
costly. Currency exchanges will also have to be utilized in order to purchase ordinary shares of
foreign companies. ADRs trade easily and pay dividends in U.S. dollars and settle through U.S.
clearinghouses. These implementation barriers coupled with the desire of investors to diversify
internationally created a market for underwriters of ADR trusts. There are also Global Depository
Receipts (GDRs), International Depository Receipts (IDRs), and European Depository Receipts
(EDRs), which accomplish the same benefits already stated but trade in one or more international
markets.
ADRs are issued by a U.S. bank that functions as a depositary, having ADR being backed by a
specific number of shares in the non-U.S. company. ADRs can be traded on any of the US stock
exchange (NYSE, NASDAQ, or AMEX) and over-the-counter. In the case of Rule 144A, they are
privately placed and traded. The same concept for ADR has been spread into other regions with the
creation of the global depositary receipts (GDRs), international depositary receipts (IDRs), and
European depositary receipts (EDRs), which are generally traded or listed in one or more
international markets. As of February 2005, this instrument is used by around 2,100 non- US
issuers from approximately 80 countries. About 500 of those ADRs are listed in the US exchanges.
• The main advantage of buying an American Depositary Receipt rather than the foreign
stock itself is the ease of the transaction.
• ADRs are a great way to invest abroad without having to convert U.S. dollars to many
different currencies
• Another advantage offered by an ADR is that if the foreign stock does pay dividends, the
investment bank will convert the dividends to U.S. dollars and remit the payment to you. In
addition, if the dividend is subject to foreign tax, the investment bank will withhold the tax
so you dont have to worry about it
• Therefore, if exchange rates were to move against you, it would hurt the value of your
ADR. If you are considering investing in foreign stocks, ADRs should be part of your
investment decision; however, you should become familiar with all the risks associated with
foreign investing before making an investment decision.
Advantages to Issuers
• ADRs can be used as an equity financing tool in both M&A transactions and ESOPs for
• U.S. subsidiaries
• Helps increase a non-U.S. company’s visibility and name recognition in the U.S. investor
community
• May raise capital in the U.S. market through some types of programs
Advantages to Investors
• Simplifies the trading & settlement of foreign securities; ADRs trade and settle just like
• U.S. securities
• Offers lower trading & custody costs when compared with shares bought directly in the
foreign market
Despite all the described advantages, the ADRs do represent the same asset as local shares
but may not be “fully fungible” in several countries (meaning they cannot be seamless exchanged
with its home market security). For example, until 2001 there was no two-way fungibility for
Indian ADRs; in that environment, investors could convert ADRs into local shares but they could
not reconvert them back to ADRs. This and other capital control regulations prevent risk less
arbitrage opportunities to exist between ADRs and the underlying stock and are one of the reasons
that premiums/discounts exist in the ADR market.
• ADRs are issued by a US bank, such as J. P. Morgan or The Bank of New York, which
functions as a depositary, or stock transfer and issuing agent for the ADR program.
• The foreign, or local shares, remain on deposit with the Depositary’s custodian issuer’s
home market.
• Each ADR is backed by a specific number of an issuer’s local shares (e.g. one ADR
representing one share, one ADR representing ten shares, etc.) This is the ADR ratio, which
is designed to set the price of each ADR in US dollars.
• Financial information, including annual reports and proxies are delivered to US holders on a
consistent basis by the Depositary. The dividends are converted into dollars and paid to
ADR holders by the Depositary.
Successful ADR programs are actively traded and widely held. They typically share the following
attributes:
WIPRO LTD
• Let us assume that Russian Vodka Ltd, trades on a Russian stock exchange at 127
Russian roubles
• This is equivalent to US$4.58 – assume this for simplicity
• Now, a US bank purchases 30 million shares of Russian Vodka Ltd. and re-issues them in the US
at a ratio of 10:1
• This means that each ADR you purchase is worth 10 shares on the Russian stock exchange
• A quick calculation tells us that each ADR should have an issue price of US$45.80 (US$4.58 per
share X 10 shares) – since 10 shares equal 1 ADR
• Once an ADR is priced and sold, its subsequent price is determined by supply and demand
factors, like any ordinary share
When GDRs are structured with a Rule 144(a) offering for the US and a "Regulation S" offering for
non-US investors, there are two possible options for the structure.
Unitary Structures
Under a unitary structure, a single class of DRs is offered both to QIBs in the US and to
offshore purchasers outside the issuers domestic market, in accordance with Regulation S All DRs
are governed by one Deposit Agreement and all are subject to deposit, Withdrawal and resale
restrictions.
Bifurcated Structure
Under a bifurcated structure, Rule 144(a) ADRs are offered to QIBs in the US and
Regulation S DRs are offered to offshore investors outside the issuer’s domestic market. The two
classes of DRs are offered using two separate DR facilities and two separate Deposit Agreements.
The Regulation S DRs are not restricted securities, and can therefore be deposited into a "side-by-
side" Level I DR program, and are not normally subject to restrictions on deposits, withdrawals or
transfers. However, they may be subject to temporary resale restrictions in the US.
ADVANTAGES OF GDR/EDR
• They allow a single fungible security to be placed in one or more international markets, thus
giving access to a global investor base.
• They may allow the issuer to overcome local selling restrictions to foreign share ownership.
DISADVANTAGES
• An Indian listed company, which is not eligible to raise funds from the Indian Capital
Market including a company which has been restrained from accessing the securities m arket
by the Securities and Exchange Board of India (SEBI) will not be eligible to issue
ADRs/GDRs.
• Erstwhile OCBs who are not eligible to invest in India through the portfolio route and
entities prohibited to buy, sell or deal in securities by SEBI will not be eligible to subscribe
to ADRs / GDRs issued by Indian companies.
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