Description
This is a PPT on Depository Receipts (ADRs & GDRs).

Flow of Presentation
ADR/GDR
Depository Receipts
• Benefits and Risks

ECB/FCCB
ECB
• Automatic/Approval Route • Guidelines

Key Data and Examples
Indian ADRs & GDRs ECB/FCCB Approval Data

GDR
• Steps Involved • Guidelines

FCCB
• Features • Buyback • Additional Conditions • IDRs

ADR
• Types • Advantages • Liquidity Issues

Depository Receipts
A Depository Receipt (DR) is a type of negotiable (transferable) financial security that is traded on a local stock exchange but represents a security, usually in the form of equity, that is issued by a foreign publicly listed company.
The DR, which is a physical certificate, allows investors to hold shares in equity of other countries.

The Benefits & Risks of Depositary Receipts
To the company Benefits • Cost of capital much lower • Broaden investor base • Presence in International Markets • No dilution of control as no voting rights
Risks •Prices may drop sharply after issue •Damage to issuers reputation •Impact on future issues •Flowback – investors will sell the shares back in the home stock market of the issuing firm

The Benefits & Risks of Depositary Receipts
To the investor Benefits • Portfolio diversification • Easy & Cost effective way to buy shares of foreign company • Tap foreign equity markets Risks •Exchange risk •All risks borne by equity holder

Global Depository Receipts
"Global Depositary Receipts" means any instrument in the form of a depositary receipt or certificate (by whatever name it is called) created by the Overseas Depositary Bank outside India and issued to non- resident investors against the issue of ordinary shares or Foreign Currency Convertible Bonds of issuing company

Parties Involved
“Issuing Company" means an Indian company permitted to issue Foreign Currency Convertible Bonds or ordinary shares of that company against Global Depositary Receipts "Domestic Custodian Bank" means a banking company which acts as a custodian for the ordinary shares or foreign currency convertible bonds of an Indian Company which are issued by it against global depositary receipts or certificates "Overseas Depositary Bank" means a bank authorised by the issuing company to issue global depositary receipts against issue of Foreign Currency Convertible Bonds or ordinary shares of the issuing company

“Lead Manager(s)” An investment bank with the primary responsibility for assessing the market and successfully marketing the issue. Liable to the company and the investors.
“Other Manager(s)” They agree to the take and market parts of the issue as negotiated with the lead manager

“Clearing Systems” EUROCLEAR (Brussels), CEDEL (London) are the registrars in Europe and Depository Trust Company (DTC) is the registrar in USA who keep records of all particulars of GDR’s and GDR holders

Key Steps Involved in GDR mechanism
• Amount of issue is finalized. Company considers factors such as gearing, dilution effect on future earnings per share etc. Lead manager accesses the market conditions. • Agreement between lead manager and other manager to subscribe the issue at a price which will be determined on the issue date. • Depository and Custodian are appointed and issuer is ready to launch the issue. • Company issues a share certificate equal to the number of GDRs sold. Certificate is in the name of the depository, kept in the custody of the custodian. Before the receipts of the proceeds of the issue the certificate is kept in escrow. • Investors pay money to subscribers (lead managers & other managers) • Subscribers deposit fund with Depository after deducting their commissions and expenses

• Company registers the depository or its nominee as holders of shares in its register of shareholders. • Depository delivers the European Master GDR to a common depository for CEDEL and EUROCLEAR and holds an American Master GDR registered in the name of DTC or its nominee • CEDEL, EUROCLEAR and DTC allot GDRs to each of the ultimate investors based on the data provided by the managers through Depository • The GDR holders pick up their GDR certificates. Anytime after the specified “cooling off” period after the close of the issue, they can convert their GDR into the underlying shares by surrendering the GDR to the Depository. The Custodian will issue the share certificates in exchange for the GDR. • The GDRs are listed on the stock exchanges in Europe such as Luxembourg and London.

American Depository Receipts (ADRs)
• Certificates issued by a US depository bank, representing foreign shares held by the bank, usually by a branch or correspondent in the country of issue • Traded in the US market • Is a substitute for direct ownership of stock in foreign companies • Carries prices in US dollars • The price of the ADR changes in tandem with the price of the foreign stock • American Depository Shares (ADS) - The shares of the foreign stock that are held in the custodian bank which trade electronically

Types of ADR Programs
• Unsponsored ADR - created by a U.S. investment bank or brokerage that buys the shares in the country where the shares trade, deposits them in custodian bank. – Issued in accordance with market demand & only traded on OTC markets – foreign company has no formal agreement with a depositary bank; – often issued by more than one depositary bank; – certain costs including those associated with disbursement of dividends are borne by the investor. Due to a recent SEC rule change in October 2008, approx. half of all ADR programs in existence are unsponsored.

Types of ADR Programs
• Sponsored ADRs - created by a single depository which is appointed by the issuing company under rules provided in a deposits agreement w.r.t. types of buyer allowed, 2 broad classifications: – Unrestricted ADRs: publicly placed and traded – Restricted ADRs: privately placed

Levels of Unrestricted ADRs
• Level I: – only traded on OTC markets; – Regulatory reporting requirements are still minimal & companies are not required to adhere to US standards of GAAP; – Companies can post their results in a foreign currency; – They must publish in English on its website its annual report in the form required by the laws of the country of incorporation, organization or domicile

Levels of Unrestricted ADRs
• Level II (listed): – Companies have to register with the SEC; – The company is required to file a Form 20-F annually that complies with GAAP standards – lowest level of ADRs that can be listed on a US stock exchange[ NYSE, NASDAQ, AMEX]

Levels of Unrestricted ADRs
• Level III (offering): – allows foreign companies to issue shares directly into the US – The company is required to file a Form F-1, which is the format for an Offering Prospectus for the shares. – The company is also required to file a Form 20-F annually and must adhere to U.S. GAAP standards – In addition, any material information given to shareholders in the home market, must be filed with the SEC through Form 8K.

Restricted ADRs
• • Allowed to be placed only among selected investors &face restriction on their resale Two SEC rules that allow this type of issuance of shares in the U.S.– Rule 144-A • provision makes the issuance of shares a private placement • may only be issued to or traded by QIBs • most ADRs held exclusively through the DTC – Regulation S • shares are not, and will not be registered with any United States securities regulation authority. • cannot be held or traded by any “U.S. Person” as defined by SEC Regulation S rules • shares are registered and issued to offshore, non-US residents. • can be merged into a Level 1 program after the restriction period has expired. ADR programs operating under one of these 2 rules make up approximately 30% of all issued ADRs.

Advantages and Risks
• Advantages – Allow to diversify portfolio & invest in companies outside North America with greater ease – By investing in different countries, potential to capitalize on emerging economies with immense growth opportunities. • Special Risks – Currency / Exchange Rate Risk – Political Risk • Includes revolution, nationalization, currency collapse – Inflationary Risk – Language barriers and a lack of standards regarding financial disclosures

Liquidity Issues of ADRs of Indian Corporates
• Arbitrage opportunities arise due to time zone differences, market news, sentiments, etc. • Two-way fungibility approved by RBI – Implies that an investor who holds ADRs/GDRs can cancel them with the depository and sell the underlying shares in the market. • To increase liquidity and depth of ADR/GDR market and reduce arbitrage between the underlying securities and ADRs • Provides investors with greater flexibility • Step towards achieving Capital Account Convertibility

Guidelines for ADR/GDR issues by the Indian Companies Disinvestment of shares by the Indian companies in the Overseas market through issue of ADRs/GDRs
• Disinvestment of shareholders of their holdings in overseas market allowed through ADR/GDR mechanism » Indian companies listed in India » Indian companies listed outside India but not listed in India • Initiation of the process by companies against the block of existing shares • Facility available pari-passu to all categories of shareholders of the company • Company going in for disinvestment must give an option to the shareholders indicating the number of shares to be disinvested and mechanism of how the price will be determined

• The proposal for divestment of the existing shares in the ADR/GDR market would have to be approved by a special resolution of the company whose shares are being divested • The proceeds shall be repatriated into India within a period of one month of the closure of the issue • Divestment of existing shares of Indian companies in the overseas markets for issue of ADRs/GDRs would be reckoned as FDI. Such proposals would require FIPB approval as also other approvals, if any, under the FDI policy. • Divestment inducting foreign equity would also need to conform to the FDI sectoral policy and the prescribed sectoral cap as applicable. Facility would not be available where the company whose shares are to be divested is engaged in an activity where FDI is not permitted
• Other mandatory approvals such as those under the Companies Act, etc. as applicable would have to be obtained by the company prior to the ADR/GDR issue

• The issue related expenses for public issue shall be subject to a ceiling of 4% in the case of GDRs and 7% in the case of ADRs and 2% in case of private placements of ADRs/GDRs. • The shares earmarked for the sponsored ADR/GDR issue may be kept in an escrow account created for this purpose and in any case, the retention of shares in such escrow account shall not exceed 3 months • After completing the transactions, the companies would need to furnish full particulars thereof including amount raised through ADRs/GDRs, number of ADRs/GDRs issued and the underlying shares offered, percentage of foreign equity level in the Indian company on account of issue of ADRs/GDRs, details of issue parameters, details of repatriation, and other details to the Exchange Control Department of the Reserve Bank of India, Central Office, Mumbai within 30 days of completion of such transactions

• The tax provision under Section 115 AC of the Income Tax Act 1961, which is applicable to non-resident investors for ADR/GDR offering against issue of fresh underlying shares would extend to nonresident investors investing in foreign exchange in ADRs/GDRs issued against disinvested existing shares, in terms of the relevant provisions of the Income Tax Act, 1961 • Resident shareholders divesting their holdings will be subject to Capital Gain tax provisions applicable under the Income Tax Act 1961 i.e. Section 115 AC applicable for non-residents would not extend to them

IDRs
• Introduced by GOI in 2004 • Negotiable financial instruments issued by a local depository against the shares of the foreign company's publicly-traded securities held by it • Would allow foreign companies to raise capital in India • Mechanism – Foreign company IDRs -> deposit shares to an Indian depository> issue receipts to investors in India against these shares – The benefit of the underlying shares (like bonus, dividends etc) would accrue to the depository receipt holders in India. • Did not take off following delays in clearances and lack of liquidity

Regulations related to IDRs
• SEBI (Apr-2006) – Rs 50 crore as the min amount for issuing IDRs – Min investment by retail investors set at Rs 2 lakh – Resident Indians, PIOs, NRIs can invest (out of NRE/FCNR(B)) • RBI – Oct 08 : FIIs can invest in IDRs – SEBI regd FIIs and their sub-accounts – Must fulfill FEMA conditions – FEMA will not be applicable to holding of underlying shares • RBI operationalized rules in Jul-09 – Automatic fungibility of IDRs is not permitted. – 1-year lock in period – Issued under Sections 10(4) and 11(1) of the Foreign Exchange Management Act, 1999 (42 of 1999)

Advantages
• Could provide leeway for companies to shift their borrowings to currencies other than the dollar-dominant markets – Recent crisis and dollar crunch • A way of avoiding intense currency fluctuations • Help in reducing home bias of domestic portfolios • Standard Chartered Bank keen on entering IDR market – India’s second-largest foreign lender by assets – Approval to raise around Rs 5,000 crore – Has appointed JM Financial and UBS AG as lead managers – Goldman Sachs, Bank of America and Kotak Mahindra are the other banks appointed to manage the issue – Timing of issue depends on market conditions

Indian ADRs
• Globally, JPMorgan created and launched the first ADR on April 29, 1927 – For U.K.’s Selfridges Provincial Stores Limited (now known as Selfridges PLC – Listed on the New York Curb Exchange • First Indian ADR – Infosys 1999 • Indian ADRs – 19 – HDFC Bank, ICICI Bank – Infosys, Wipro, Cognizant, Genpact, Mahindra Satyam, Patni Computer, iGate Corp – Sify Ltd, Rediff.com – Morgan India Investment Fund – The India Fund Ltd. – MTNL, Tata Communication – Sterlite Ind – Tata Motors – WNS, Syntel Inc. – Dr. Reddy’s

ADR data for w/e 21-Aug-09
• Total Mkt-cap rose by USD 468 mn • Winners – Key winners

– Others – WNS, Tata Telecom, Dr. Reddy Labs, Patni Computer Services • Losers

Indian GDRs
• India has the distinction of having the largest number of GDR issues (Rule 144A/Reg S) by any country • First GDR – RIL ($ 150 mn) in May 1992 • 1998 - MRPL (JV of Aditya Birla group and HPCL) launched a $ 100 mn GDR issue • July 2009 – Tata Power Company launched a GDR issuance of US $ 250 mn – Tata Steel sold GDRs worth $400 mn – Suzlon offered $175 mn in GDRs.



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