The Role of the Depositary Bank - A Resource for Issuers in the Global Securities Markets - Citi

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The Role of the Depositary Bank - A Resource for Issuers in the Global Securities Markets - Citi
The Role of the
Depositary Bank
A Resource for Issuers in the
Global Securities Markets

Issuer Services
The Role of the Depositary Bank - A Resource for Issuers in the Global Securities Markets - Citi
The Role of the Depositary Bank - A Resource for Issuers in the Global Securities Markets - Citi
3

Contents
           The Role of the Depositary Bank

      04      THE ROLE OF THE
              DEPOSITARY BANK                14   CONCLUSION

      08      ROLES AND RELATIONSHIPS
              FOR THE ISSUER AND THE         15   ABOUT CITI

              DEPOSITARY

      09      TYPES OF DR PROGRAMS

      11      REGULATORY CONSIDERATIONS
              FOR DRS

      13      HOW TO EVALUATE A
              DEPOSITARY BANK
4                     Issuer Services

The Role of the Depositary Bank
Depositary Receipts (DR) were created in 1927 to assist U.S. investors seeking to purchase shares
of non-U.S. corporations. Since then, DRs have grown into widely accepted flexible instruments
that serve as an effective option for companies seeking to further tap global capital markets and
expand their equity base outside their home market. Issuers establishing DR programs may benefit
from a broadened investor base, potentially increasing liquidity as a result of an expanded market,
and enhanced visibility. From the investor perspective, DRs have long been a popular instrument
in worldwide capital markets, particularly where the elimination of custody and cross-border safe-
keeping charges are a key benefit.

Features and Benefits of                     Receipts (HDRs), Japanese                  DRs either by purchasing existing DRs
Depositary Receipts                          Depositary Receipts (JDRs), and            or by converting shares purchased in
                                             Brazilian Depositary Receipts (BDRs).      the issuer’s home market to new DRs.
Issued by a depositary bank, a DR is
                                                                                        New DRs are created subsequent to the
a negotiable instrument evidencing
                                           DRs can be publicly offered in the U.S.,     deposit by an investor (or broker) of
ownership of shares in an overseas
                                           privately placed or issued pursuant to       shares with the depositary’s local market
corporation. Each DR evidences
                                           an international offering. The structure     custodian. The depositary then issues
depositary shares (DSs), representing
                                           of the DR program typically defines          new DRs, which represent the shares on
a specific number of underlying
                                           the segment of investors that can            deposit, to the investor or broker. This is
shares on deposit with a custodian
                                           purchase the securities. In the U.S.,        referred to as an issuance of DRs.
in the issuer’s home market. The
                                           publicly offered securities are available
term “DR” is commonly used to refer
                                           to the broadest spectrum of investors        Conversely, an investor may cancel
to both the physical certificate as
                                           and trade either on a national stock         the DRs and sell the underlying
well as the security itself. DRs are
                                           exchange (e.g., NASDAQ or the New            ordinary shares in the relevant home
generally subject to the trading and
                                           York Stock Exchange (NYSE)) or in the        market upon delivery of the DRs
settlement procedures of the market
                                           over-the-counter (OTC) market. GDRs          and cancellation instructions to the
in which they trade. The different
                                           are usually offered to institutional         depositary, which in turn, cancels the
types of DRs are frequently identified
                                           investors through a private offering, in     DRs and notifies its custodian to release
by the markets in which they are
                                           reliance on exemptions from registration     the underlying shares. The investor or
available, or the rules and regulations
                                           under the U.S. Securities Act of 1933.       broker may then either safe-keep or sell
associated with the structures.
                                           These exemptions are Reg S for non-          the ordinary shares in the local market.
                                           U.S. investors and Rule 144A for U.S.
For example:
                                           investors that are Qualified Institutional   Liquidity
• A
   merican Depositary Receipts (ADRs)     Buyers (QIBs). QIBs in the U.S. include      For many DR market participants,
  are DRs that are publicly available to   institutions that own and invest in at       liquidity — the breadth and depth of
  investors in the U.S.;                   least $100 million in securities of non-     trading activity — is considered the best
                                           affiliates and registered broker-dealers     measure for long-term success of a DR
• G
   lobal Depositary Receipts (GDRs)                                                    program. Without the ability to move
                                           that own or invest on a discretionary
  are DRs that may be offered to                                                        into and out of positions of sufficient
                                           basis at least $10 million in securities
  investors in two or more markets                                                      size, institutions are often reluctant
                                           of non-affiliates. A GDR offering often
  outside the issuer’s home country,                                                    to add the security to their managed
                                           has a Rule 144A component as well
  usually pursuant to Rule 144A and                                                     portfolios. Likewise, brokers prefer to deal
                                           as a placement to non-U.S. investors
  Regulation S (Reg S) under the U.S.                                                   in liquid securities, and both sell-side and
                                           pursuant to Reg S.
  Securities Act of 1933;                                                               buy-side analysts prefer to cover liquid
• Local Depositary Receipts (LDRs)         Issuance and Cancellation: Fungibility       securities with high standards of financial
  extend the traditional ADR concept       of DRs with Ordinary Shares                  disclosure providing an important added
  to various markets globally. Examples    Based upon availability and market           protection. Once established, liquidity
  include Hong Kong Depositary             conditions, an investor may acquire          can be facilitated and maintained
The Role of the Depositary Bank |       Introduction                                                                   5

Table 1

     DR Issuance Process                                                                  DR Cancellation Process
      1   Investor contacts                                                                1   The investor instructs
                                             Investor                                                                        Investor
          broker and requests                                                                  the broker to cancel DRs
          the purchase of a
          DR issuer company’s                                                              2 The broker delivers the
                                         7              1                                    DRs to the depositary                  1
          shares. If existing DRs
          of that company are not                                                            for cancellation and
                                                               2
          available, the issuance                                                            instructs the depositary
                                          DR Broker                      Local Broker        to deliver the ordinary        DR Broker
          process begins
                                                                                             shares to a local
     2 To issue new DRs, the                                                      3          custody account
                                                                                                                                    2
       broker contacts a local
       broker in the issuer’s                                                              3 The depositary cancels
       home market                                                                           the DRs and instructs
                                        DTC/Euroclear/                    Local Stock
                                         Clearstream                        Market           the local custodian to         Depositary
     3 The local broker                                                                      release and deliver the
       purchases ordinary                                                                    underlying shares to
       shares on an exchange                        6                             4          the seller’s broker in the             3
       in the local market                                                                   issuer’s home market
                                                               5
     4 Ordinary shares are                Depositary                    Local Custodian    4 The local custodian          Local Custodian
       deposited with a local                                                                delivers the underlying
       custodian                                                                             ordinary shares as
                                                                                             instructed to the local                4
     5 The local custodian                                                                   broker. The local broker
       instructs the depositary                                                              safe-keeps the ordinary
       to issue DRs that                                                                     shares or delivers them       Local Broker
       represent the shares                                                                  to or on behalf of the
       received                                                                              new investor

     6 The depositary issues
       DRs and delivers them
       in physical form or book
       entry form through DTC/
       Euroclear/Clearstream
       (as applicable)

     7 The broker delivers
       DRs to the investor or
       credits the investor’s
       account

through a strong Investor Relations                     foreign investors may purchase at any               stock. Further, changes in supply
(IR) effort and the resources of the                    time ordinary shares in the local market            and demand may yield smaller price
depositary bank and other partners.                     for deposit into the DR facility.                   changes; and
                                                                                                          • B
                                                                                                             roadened opportunity for non-U.S.
Limited Two-Way Market                                  Relaxed restrictions may benefit
                                                                                                            investment in the local market.
Some countries, such as India, Taiwan                   issuers through:
and Korea, maintain restrictions on
                                                        • I ncreased opportunity for immediate           A DR premium is the differential
the reissuance of DRs. In this limited
                                                           issuance of DRs;                               between the ordinary share price in
two-way market environment, after
                                                                                                          the local currency and the price of
withdrawal and sale of ordinary shares                  • Enhanced liquidity over time as
                                                                                                          the DR. Historically, in limited two-
from the DR facility, the shares are                      the ability to issue and cancel the
                                                                                                          way markets, when the U.S. market
subject to limitations on redeposit into                  company’s DRs potentially enhances
                                                                                                          outperforms the non-U.S. market,
the DR facility. Deposits may, for example,               trading activity. The associated
                                                                                                          the premium grows. When the local
occur only up to a certain prescribed limit.              advantages may include higher
                                                                                                          market outperforms the U.S. market,
Once that limit has been reached, the                     investor demand and higher valuation;
                                                                                                          the premium typically shrinks.
DR facility may be closed for reissuance
                                                        • Potentially decreased risk resulting
pending receipt of required permissions.
                                                          from lower share price volatility
In contrast, most countries have an
                                                          due to a larger pool of a company’s
unlimited or free two-way market, where
6                      Issuer Services

The DR Ratio                                 and as low as 1:100. The depositary              stock price in line with peers in the
A primary step in establishing a DR          will work with issuers to determine              overseas market through the use of
program is to determine the ratio of         the most appropriate ratio at the                DR ratio
underlying shares to depositary receipts     inception of the DR program. In
                                                                                          • Seamless Asset Servicing
(DRs). The share-to-DR ratio may be          addition, the ratio can be adjusted at
                                                                                            — DR issuers can leverage depositary
established as a one-to-one or as a          a future date, for example, to address
                                                                                               banks to provide seamless asset
multiple or fraction of the underlying       changes in market conditions.
                                                                                               servicing, which is a benefit that is
shares. This ratio can influence the
                                                                                               not available in the case of ordinary
price-trading range. In setting the ratio,   Depositary Receipts compared with
                                                                                               share listings
the issuer should consider:                  Ordinary Share Listings
                                             Generally, depositary receipts provide         — Issuers can benefit from the “one
• Industry peers — securities of            issuers with more benefits and                    stop shop” in case of DRs, in which
   companies in the issuer’s industry will   flexibility than ordinary share listings.         the depositary bank is also the
   often trade in a certain price range      Issuers can leverage the economies of             share registrar and transfer agent;
   and the issuer may want to conform        scale and local market expertise of the           in ordinary share listings, the issuer
   to industry norms in the market           depositary bank to help maximize their            will have to deal with multiple
   where the DR will be listed;              strategic objectives in cross-border              service providers.
• E
   xchange options — each exchange has      listings. Specifically, DRs provide the
                                                                                          • Cost-Effective
  average price ranges for the shares        following advantages over ordinary
                                                                                            — DR issuers can avoid the need to
  listed and, generally speaking, issuers    share listings:
                                                                                               have costly infrastructure in place
  may want to conform to that range; and                                                       to service overseas listed securities
                                             • Flexibility
• Investor appeal — U.S. Institutional        — Use of the Deposit Agreement              — In many cases, issuers have the
   and retail investors are more likely to        to facilitate local regulatory              opportunity to receive financial
   buy shares that they perceive to be            requirements                                contributions to offset program-
   well-priced and fairly valued.                                                             related expenses.
                                               —D
                                                 Rs are easily fungible with ordinary
While many DR programs are                      shares, while listing a class of          • Value-Add Services Provided by Citi
established with a 1:1 ratio (one               ordinary shares does not offer the          — Issuers will benefit from the
underlying share equals one DR),                same level of seamless fungibility             complimentary Investor Relations
DR programs have been known to                                                                 (IR) Advisory services provided
                                               — DRs provide flexibility to adjust the
have ratios as high as 100,000:1                                                               by Citi
The Role of the Depositary Bank |   Introduction                                                                        7

  — Issuers will also have access to a             seek to restructure their economies                 • E
                                                                                                           quity-based acquisitions of non-U.S.
     dedicated account manager who                  and reduce fiscal deficits. Infrastructure            business entities.
     will be a single point of contact              and service enterprises such as
     and will coordinate with the issuer            telecommunications, utilities, airlines             Strategic Objectives
     and industry participants on all               and petrochemicals are among those                  Issuers can also structure a DR program
     DR-related matters including                   commonly targeted for privatization.                based on particular corporate objectives.
     regulatory and tax matters                                                                         An issuer’s aims in selecting and
                                                    DRs have been used successfully by                  establishing a DR program to align with
  — Issuers will benefit from Citi’s
                                                    governments seeking to privatize                    their strategic objectives may include:
     equity distribution network which
                                                    state-owned enterprises. Privatizations
     will help gauge investor sentiment                                                                 • Expanding its shareholder base;
                                                    require a successful offering of
     on real-time basis and facilitate
                                                    securities to investors, and DRs provide            • G
                                                                                                           aining international recognition
     systematic investor targeting.
                                                    an effective mechanism both to                        for the company name and for its
                                                    increase private ownership and to raise               products and services;
Cross-border Transactional                          capital overseas.
                                                                                                        • Using DRs as a capital-raising tool;
benefits of DRs
                                                                                                          and
DRs can play a critical role in multiple            M&A and Other Corporate Actions
types of cross-border transactions,                 DRs can enhance the ease of trading                 • P
                                                                                                           roviding a convenient investment
such as privatizations, mergers and                 and settlement related to cross-border                vehicle for its globally based employees.
acquisitions, corporate actions, and                mergers and acquisitions. Types of M&A
strategic Issuer objectives.                        transaction that have made successful               Benefits of a DR program specific to
                                                    use of DRs include:                                 issuers and investors are highlighted
Privatizations                                                                                          in Table 2.
                                                    • Spin-offs of non-U.S. subsidiaries;
The privatization of state-owned
assets is an important undertaking for              • E
                                                       quity-based acquisitions of U.S.
governments worldwide, as countries                   business entities; and

Table 2: Benefits of a DR Program

 DRs enable issuers to:                                                      DRs aid investors by:

 Access capital outside the issuer’s home market                             Facilitating diversification into non-U.S. securities

 Build issuer visibility in the United States and/or internationally         Trading, clearing and settling in accordance with the practices of
                                                                             the investor’s home market

 Broaden and diversify issuer shareholder base                               Eliminating cross-border custody safe-keeping changes

 Increased opportunities to increase local share prices as a result of       Enhancing accessibility of research and of price and trading
 global demand/trading                                                       information

 Enlarge the market for the issuer’s shares, potentially increasing          Allowing easy comparison to securities or similar companies
 liquidity                                                                   trading in the investors’ home market

 Adjust share price levels to those of peers through a DR ratio              Permitting dividend payments in U.S. dollars and corporate action
                                                                             processing

 Utilize DRs to facilitate privatizations, M&A and strategic corporate       Enabling uniform proxy and corporate action processing
 objectives for the Issuer

 Develop stock option plans and stock purchase plans for employees           Providing opportunities to move between markets
 outside the issuer’s home market
8                     Issuer Services

Roles and Relationships for the Issuer
and the Depositary
In order to establish any type of DR     Table 3: Roles in the establishment of a DR program
program, the issuer assembles a team
of advisors that typically includes       Role of depositary:                      Role of issuer:
investment bankers, lawyers and
                                          Consult on DR facility structure         Determine corporate and financial
accountants. The issuer also selects                                               objectives
a depositary bank, a key partner that
enlists the services of a local market    Appoint custodian                        Appoint depositary, legal counsel,
                                                                                   investment bank and accountants
custodian and other key support
service providers to assist in the        Assist with DR requirements              Determine program type
implementation of the program.
                                          Coordinate with lawyers and investment   Obtain approval from board of directors,
                                          bankers to ensure that all the           shareholders and regulators as needed
Once the issuer and its advisors have     implementation steps are in place
evaluated the company’s unique needs,
and have determined the type of DR        Prepare and issue DRs                    Provide financial information to
                                                                                   accountants and advisors
program best suited to its objectives,
the issuer and the depositary execute     Announce program establishment to        Develop an investor relations plan
a deposit agreement, a contract           investor community
which sets forth the terms of the DR
program. Based upon the contract, the    Table 4: Roles in the ongoing development of a DR program
depositary performs certain specific
services on behalf of the issuer and      Role of depositary:                      Role of issuer:
the DR holders. Many of these same
                                          Issue and cancel DRs                     Provide required certificates to the DR bank
parties may play key roles in the
                                                                                   and the issuance of DRs, if needed
long-term development and day-to-
day management of the issuer’s DR         Serve as registrar and transfer          Communicate with depositary regarding
program; however, the depositary bank     agent for the DRs                        the DR program including potential
                                                                                   program changes
will remain a critical liaison between
the issuer and brokers and investors,     Act as paying agent, processing          Pay dividends to local custodian for
while the functions of lawyers and        dividend payments or other               transfer to the DR holders
accountants become focused on             entitlements for DR holders
periodic reporting. In addition, the      Process corporate actions                Communicate with depositary on
investment bankers are typically not                                               corporate actions
involved with a DR program unless
                                          Provide ongoing account management       Ongoing regulatory reporting and filing
the issuer is intending to go back to
                                          support to the issuer
the market.
                                          Coordinate proxy process for             Communicate with depository for
                                          DR holders                               shareholder services

                                          Offer value-added services such as       Maintain an investor relations plan
                                          investor relations counsel
The Role of the Depositary Bank |   Types of DR Programs                                                         9

Types of DR Programs
DRs may be structured as:                       Exchange Act of 1934, and file an initial     GDR Programs (Rule 144A & Reg S)
                                                registration statement and periodic           GDRs allow an issuer to raise capital
• ADRs listed on a U.S. exchange such
                                                financial reports. Issuers that are listing   through a global offering. Global
  as the NASDAQ Stock Market or the
                                                their securities must fully reconcile all     offerings allow issuers to access
  NYSE (Level II);
                                                financial statements to U.S. generally        shareholders in capital markets outside
• A
   DRs issued as a public offering             accepted accounting principles (U.S.          the issuer’s home market. GDRs use
  of securities on a U.S. exchange              GAAP) or international financial              a global settlement convention which
  (Level III);                                  reporting standards (IFRS) (or include        may include the Depository Trust
                                                U.S. GAAP financials), as published by        Company, Euroclear and Clearstream to
• GDRs placed with QIBs in the Rule
                                                the International Accounting Standards        provide global clearing and settlement,
  144A market;
                                                Board. Listing securities on an               ultimately promoting increased liquidity
• G
   DRs placed outside the U.S. in              exchange in the U.S. exempts non-U.S.         through cross-border trading. GDRs
  accordance with Reg S (note that              issuers from complying with various           can be issued in either the public or
  Reg S programs are often offered in           state securities regulations.                 private market. Most GDRs include an
  global markets in conjunction with                                                          international tranche placed pursuant
  144A programs in the U.S. market);            In a Level III ADR program, the issuer        to Regulation S outside the U.S. GDRs
                                                offers new shares to U.S. investors in        placed in Europe are often listed on
• ADRs traded over-the-counter (OTC)
                                                ADR form. A public offering provides          the Luxembourg or London Exchanges.
  through OTC markets (Level 1).
                                                the issuer with the ability to raise          Several additional listing destinations
U.S.-Listed ADR Programs                        capital by accessing the broadest U.S.        have become viable, potentially
(Level II and Level III)                        investor base. In order to conduct an         expanding the opportunities for DR
Listing on one of the U.S. national             initial public offering (IPO) in the U.S.,    issuers. These include the Singapore
exchanges can promote active trading            the issuer must:                              Exchange, Frankfurt Stock Exchange
in ADRs and may increase the issuer’s                                                         and NASDAQ Dubai.
                                                • S
                                                   ubmit Form F-1 to the Securities
visibility within the U.S. Listed ADRs            and Exchange Commission (SEC) to
typically receive wider research                                                              Additionally, GDRs can include a U.S.
                                                  register the underlying securities to
coverage by U.S. analysts and the                                                             tranche which can be privately placed.
                                                  be offered;
financial media, hence providing                                                              These DRs are offered pursuant to Rule
                                                • F
                                                   ully reconcile its financial              144A, adopted in 1990, which greatly
investors with increased information
                                                  statements to U.S. GAAP or IFRS (or         increased the liquidity of privately
about the issuer and its securities.
                                                  include U.S. GAAP financials); and          placed securities by allowing QIBs to
Issuers can also use ADRs to access                                                           resell those securities privately to other
                                                • S
                                                   ubmit Form F-6 to the SEC to register
institutional investors that may be                                                           QIBs without a holding requirement or
                                                  the ADRs issued by the depositary.
prohibited or limited by their respective                                                     other formalities.
charters, or by regulation, from                In establishing a Level III ADR program,
investing in non-U.S. securities. In                                                          The evolution of region-specific DRs is
                                                the issuer also selects an investment
addition, U.S. investors may prefer                                                           evidence of the flexibility of the GDR,
                                                bank to advise on and underwrite the
to purchase ADRs rather than shares                                                           allowing issuers to select the investor
                                                offering and to market the ADRs to
in the issuer’s home market as the                                                            base they wish to access and broaden
                                                U.S. investors. Once the offering has
DR securities trade, clear and settle                                                         their shareholder base into new
                                                been completed, the ADR program is
according to U.S. market conventions.                                                         markets. For example, an issuer could
                                                maintained as a listed facility and can
                                                                                              establish a GDR program that targets
                                                typically accept ongoing deposits from
For a Level II ADR program, in which the                                                      European, Asian and/or Latin American
                                                investors for ADR issuance. An issuer
ADRs are listed in the U.S., the issuer                                                       investors and does not offer shares in
                                                may also raise capital in subsequent
must comply with the requirements of                                                          the U.S. Over time, the GDR program
                                                offerings. In such a follow-on offering,
the relevant stock exchange. The issuer                                                       could be enhanced to reach additional
                                                the issuer may file a Form F-2 or Form
must also register under the Securities                                                       markets and investors.
                                                F-3 with the SEC.
Act of 1933 and the Securities
10                      Issuer Services

Over-the-Counter Traded ADR                      OTC-traded ADRs provide investors                   as ADRs are quoted in and pay dividends
Programs (Level I)                               access to incremental pools                         in U.S. dollars, this overcomes obstacles
An over-the-counter traded ADR                   of capital through U.S. funds that are              investors may have with purchasing
program (Level I) is the most cost-              mandated to invest in U.S. dollars or do            securities outside their local market.
effective way for a non-U.S. company             not have local custody capabilities to
to have its equity traded in the U.S.            invest in the ordinary shares.                      In order to establish a sponsored Level I
and access the incremental pool of                                                                   ADR program in the U.S., the issuer must:
available capital. Level I ADRs are              OTC-traded ADRs provide a multitude of              • Confirm and qualify for Rule
traded on the OTC Markets platform,              benefits to issuers seeking to test the               12g3-2(b) exemption
which includes three trading levels:             U.S. equity markets and build a core
                                                 level of ADR holders, prior to exchange             • F
                                                                                                        ile Form F-6 with the SEC which
• O
   TC Pink: A centralized marketplace
                                                 listing or raising capital by Level III               includes the Deposit Agreement as
  designed for all types of companies
                                                 issuances. Level I ADRs have minimal                  an exhibit.
  with no specific financial standards or
                                                 regulatory requirements in which no
  reporting requirements. The platform                                                               A Level I ADR can be “sponsored” by
                                                 reconciliation of financial statements to
  is further sub-categorized by the levels                                                           a single depositary bank involving the
                                                 U.S. GAAP is required and exemption is
  of information that issuers provide                                                                issuer or “unsponsored” by multiple
                                                 granted from Sarbanes-Oxley Act and
  and is a stepping stone platform for                                                               depositary banks with no involvement
                                                 other U.S. reporting requirements under
  entrance into the U.S. markets with                                                                from the issuer. Unsponsored ADRs
                                                 SEC Rule 12g3-2(b). As a result, OTC-
  limited requirements from issuers.                                                                 are created based on investor demand
                                                 traded ADRs are the simplest and most
• O
   TCQB: For small or developing                cost-effective type of ADR program to               and the result of access is the same
  companies that meet certain                    establish, while affording issuers access           compared to a sponsored Level I program
  minimum reporting criteria and must            to a diversified shareholder base.                  as both trade on the OTC market. In an
  pass an annual review.                                                                             unsponsored program, the issuer must
                                                 Similarly, investors can achieve a wide             still qualify for 12g3-2(b) exemption and
• O
   TCQX: Exclusively for companies
                                                 range of benefits from Level I ADR                  the depositary bank will file the F-6 and
  that meet the financial standards
                                                 programs. These programs facilitate                 perform most corporate action services.
  and undergo a qualitative review.
                                                 investor’s desire for diversification and
  To qualify, companies must meet                                                                    Ultimately the choice between listed and
                                                 trade, clear and settle in accordance with
  financial standards, be current in their                                                           OTC-traded DRs depends on the issuer’s
                                                 practices in the investor’s home market,
  disclosure, and be sponsored by a                                                                  strategic objectives and how it wants to
                                                 eliminating the need for local custody
  professional third-party advisor.                                                                  leverage the DR vehicle.
                                                 and safe-keeping solutions. Additionally,

Table 5: A Snapshot of DR Program Types

                                                                U.S. Market                                                  International Market
                       Broaden Shareholder Base with Existing
                                                                                              Raise Capital with New Shares
                                     Shares
                                                                          U.S. Listing and           U.S. Private             Non-U.S. Private
                      Over-the-Counter             U.S. Listing
                                                                          Public Offering             Placement                 Placement
                        Level I (ADR)             Level II (ADR)
                                                                          Level III (ADR)          Rule 144A (GDR)           Regulation S (GDR)

 Description       • Unlisted Program in    • Listed on a major U.S. • Offered and listed on • Private placement      • Placement in non-U.S.
                     the U.S.                  Exchange                  a major U.S. Exchange in U.S. to Qualified         markets
                                                                                                  Institutional Buyers    •M
                                                                                                                            ay also be accompanied
                                                                                                  (QIBs)                   by a U.S. tranche as a
                                                                                                                           Rule 144A placement

 Trading           • OTC: Quoted in the     • NYSE or NASDAQ         • NYSE or NASDAQ           • In U.S. 144A DRs are • Usually a non-U.S.
                     Pink Sheets, OTCQB,                                                           traded OTC              Exchange
                     or OTCQX

 SEC and GAAP      • No U.S. GAAP           • Full SEC compliance   • Full SEC compliance     • GAAP conformity       • GAAP conformity not
 Requirement         reconciliation            including full U.S.      including full U.S.        not required             required
                     required                  GAAP reconciliation      GAAP reconciliation
                                               or qualifying IFRS       or qualifying IFRS

 SEC Filings       • File Form F-6          • File Form F-6, 20F    • File Form F-6, F-1      • No SEC registration   • No SEC registration
                                                                        and 20F                    requirements             requirements
The Role of the Depositary Bank |   Regulatory Considerations for DRs                                            11

Regulatory Considerations for DRs
There are various regulatory aspects to DRs which not only depend on the type of DR, but also
the market in which they operate and the issuer’s objective. However, there have been certain
regulatory changes which have facilitated the use of the DR product.

U.S. Securities Regulations                      an obstacle, given that most countries        attempts to comply with Regulation
and DRs                                          have tightened their compliance rules         S also may claim the availability of
                                                 in recent years. In fact, many equities       another applicable exemption from
Issuers of DRs must comply with the
                                                 markets outside the U.S. are known            registration (such as Rule 144A).
regulations of the markets in which
                                                 to have equally strict, and perhaps           Regulation S is available for offerings
their DRs are issued. In the U.S.,
                                                 even stricter, corporate governance           of both equity and debt securities,
the U.S. Securities and Exchange
                                                 requirements. Some Investor Relations         such as Global Depositary Receipts and
Commission (SEC) was created as
                                                 experts argue that more stringent             Notes, and targeted towards non-U.S.
an independent agency of the U.S.
                                                 standards represent an opportunity for        institutional investors.
government to enforce federal
                                                 companies to differentiate themselves.
securities laws governing securities
                                                 When investors calculate the risk/            Similarly, Rule 144A provides a
offerings, trading practices and persons
                                                 reward equation, there is a greater           safe harbor from the registration
dealing in the securities markets.
                                                 “comfort factor” with companies               requirements of the Securities Act of
The SEC protects U.S. investors and
                                                 known to have cleared certain                 1933 for resales to U.S. institutional
U.S. markets by requiring disclosure
                                                 regulatory hurdles. The SEC noted             investors reasonably believed to
of material facts concerning public
                                                 issuer concerns regarding some of the         be “qualified institutional buyers”
offerings of securities. The SEC is
                                                 burdens caused by recent corporate            (“QIBs”). QIBs include institutions that
empowered to issue regulations and
                                                 governance legislation. For example,          own and invest at least $100 million in
enforce provisions of both federal
                                                 the SEC has applied and is continuing         securities and also include registered
securities laws and its own regulations.
                                                 to evaluate certain exemptions for            broker-dealers that own or invest, on
                                                 non-U.S. companies from provisions            a discretionary basis, $10 million in
The two key U.S. securities laws with
                                                 of the Sarbanes-Oxley Act. In addition,       securities of non-affiliates. As a result,
which DR issuers must comply are:
                                                 a series of reforms came into effect          securities sold in a Rule 144A offering
• Securities Act of 1933; and                    in December 2005 that impacted the            are “restricted securities” and resales
                                                 securities offering process in the U.S.       inside the U.S. may only be made to
• Securities Exchange Act of 1934.
                                                 These measures simplify access to the         a purchaser that the seller (and any
                                                 U.S. capital markets for both U.S. and        person acting on its behalf) reasonably
The primary purpose of the Securities
                                                 non-U.S. companies, including those           believes is a QIB. The seller must take
Act is to provide investors with full and
                                                 issuing DRs.                                  reasonable steps to ensure that the
fair disclosure of material information
                                                                                               purchaser is aware that the seller
regarding an issuer in connection with
                                                                                               is relying on Rule 144A exemption.
the offer and sale of its securities. The        Safe Harbor Laws of GDRs                      However, securities sold under Rule
Securities Exchange Act is different
                                                 through Regulation S and                      144A offerings may not be the same
in that its primary purpose is to
provide investors trading securities             Rule 144A                                     class as listed or quoted securities in
                                                 Regulation S provides an exclusion            the U.S., and cannot be upgraded to
in the secondary market with access
                                                 from the registration requirements of         unrestricted facilities.
to full and fair disclosure of material
information about an issuer on an                the Securities Act of 1933 for offerings
                                                                                               The availability of these exemptions
ongoing basis.                                   made outside the U.S. by both U.S.
                                                                                               for GDR deals makes them an
                                                 and foreign issuers. A securities
                                                                                               efficient and cost-effective means
With the arrival of the more stringent           offering, whether private or public,
                                                                                               of implementing cross-border capital-
regulatory climate in the U.S., in 2002          made by an issuer outside of the U.S.
                                                                                               raising transactions. The predominant
some DR issuers initially felt a need            in reliance on Regulation S need not
                                                                                               listing venues for Reg S GDRs are
to reassess the costs compared to the            be registered under the Securities Act.
                                                                                               the London and Luxembourg Stock
benefits of their U.S. listings. Many did        The Regulation S safe harbors are non-
                                                                                               Exchanges, however, GDRs have
not see the U.S. regulatory climate as           exclusive, meaning that an issuer that
12                    Issuer Services

also been listed on the Singapore         the Regulation S tranche may easily        reduce regulatory burdens on securities
Exchange, Frankfurt Stock Exchange        be moved to a listed facility 40 days      offerings and thereby facilitate
and NASDAQ Dubai. On the other            after the Regulation S offering,           capital formation and job creation.
hand, Rule 144A GDRs trade in the         generally upgrading the Rule 144A          It is said that the JOBS Act is the most
U.S. over-the-counter market.             tranche is slightly more challenging.      significant Congressional relaxation in
                                          A Rule 144A facility cannot actively       memory of restrictions surrounding the
When GDRs are offered simultaneously      coexist with a U.S.-listed program.        IPO process, public company reporting,
in Reg S and Rule 144A form, but          In order to upgrade the Rule 144A          and private capital formation.
in separate and distinct tranches,        facility to a listed program, the issuer
they exist inside what is known as a      will typically first need to file a Form   The results of the JOBS Act remain
bifurcated GDR program. When the          F-4 registration statement pursuant        positive as the IPO market has re-
GDRs are offered simultaneously in        to the Securities Act. After the F-4       energized. Specifically, DR IPO activity
Reg S and Rule 144A form, but not in      registration statement has been filed,     has surged as global issuers now
separate and distinct tranches, they      a registered exchange offer with the       view the U.S. as a more attractive
exist inside what is known as a unitary   QIBs may be undertaken to exchange         international listing destination due to a
GDR program. GDRs can also be offered     Rule 144A GDRs with ADRs. Under            less costly regulatory environment.
in Reg S form only.                       certain circumstances, and if the Rule
                                          144A program is “seasoned,” the
Due to the general flexibility afforded   issuer may opt for a private exchange
by GDRs, issuers from a variety of        using a certification process rather
regions, including Europe, the Middle     than a registered exchange under the
East, Africa, and Asia Pacific, have      Securities Act of 1933.
been utilizing GDR programs to help
meet their capital-raising needs on an
increasing basis.                         Regulatory Enhancements:
                                          JOBS Act
                                          The Jumpstart Our Business Startups
Upgrading a GDR to a Publicly             Act (the “JOBS Act”), enacted on
Listed Program                            April 5, 2012, liberalized certain
A non-U.S. company may decide to          aspects of the Securities Act of 1933
list its DRs subsequent to its global     and Securities Exchange Act of 1934,
Rule 144A and Regulation S offering.      in regards to registration and reporting
Upgrading from a GDR to a U.S.-listed     regimes for issuers that qualify as
ADR program is a viable option for        “Emerging Growth Companies”
companies wishing to achieve greater      (“EGCs”) with annual revenues of less
global reach and visibility. Although     than $1.07 billion. The law attempts to
The Role of the Depositary Bank |   How to Evaluate a Depositary Bank                                           13

How to Evaluate a Depositary Bank
The depositary bank plays a critical role for issuers that wish to expand their access to capital,
broaden their investor base globally, and take advantage of all the benefits of DRs. The issuer
and the depositary bank enter into a relationship that extends through the offering process and
implementation stages and continues through to the ongoing administration of the DR program.

As a guideline for evaluating depositary        • H
                                                   ow is the depositary positioned           How will the Depositary
banks, the issuer should consider                 with investors and other global             support your Investor Relations
the resources and track record                    market participants?
                                                                                              program?
of the provider, as well as its core
                                                • Does the depositary bank have local         The breadth of value-added services
competencies and value-added services
                                                  presence and commitment to the              offered by a depositary can enhance a
that are offered.
                                                  home market?                                company’s internal investor relations
                                                • W
                                                   hat peers in your region and              (IR) effort and thus needs to be a key
Key Questions to ask a                            worldwide exemplify how the                 consideration for the issuer in selecting
Depositary Bank                                   depositary has managed liquid               a depositary services provider. Citi
                                                  DR programs?                                created the role of IR counsel featuring
Key questions include the following:
                                                                                              highly experienced former in-house IR
• H
   ow extensive is the depositary              • H
                                                   ow many years of experience does          officers to give clients access to the
  bank’s expertise in securities                  the organization have in serving DR         expertise and resources to support
  processing?                                     issuers in your region?                     their international IR goals.
• C
   an the depositary bank offer                • W
                                                   hat awards has the depositary
                                                  bank won that represent third-party         Our IR counsel not only will be
  your company a complete range of
                                                  endorsements of its superiority over        the trusted guide supporting your
  banking and financial products?
                                                  its competitors?                            company’s IR journey, our team will
                                                                                              bring you new ideas and best practice
                                                                                              suggestions to support the continuous
                                                                                              success of your IR effort.
14                     Issuer Services

Conclusion
DRs can be a winning proposition for        • Innovative Product Management team      Global Distribution
global financial markets, benefiting           — develops solutions for enhanced       Citi, the leading global bank, has
non-U.S. issuers and international             access to markets and investors.        approximately 200 million customer
investors alike. For issuers, a DR                                                     accounts and does business in more
                                            • Capital Markets Solutions team —
program can serve to broaden and                                                       than 160 countries and jurisdictions.
                                              manages the relationships with
diversify a company’s shareholder base,                                                Citi provides consumers, corporations,
                                              brokers, investors, and intermediaries
broadening the market for its shares                                                   governments and institutions with
                                              that transact in Citi’s sponsored
and potentially increasing liquidity. DRs                                              a broad range of financial products
                                              and unsponsored DR programs.
are attractive to investors worldwide                                                  and services, including consumer
who are looking to eliminate cross-         • Investor Relations (IR) Advisory — a
                                                                                       banking and credit, corporate and
border custody safekeeping charges             team of former in-house corporate
                                                                                       investment banking, securities
and benefit from enhanced accessibility        IR executives who consult and
                                                                                       brokerage, transaction services,
to research and price and trading              support clients in all aspects
                                                                                       and wealth management.
information.                                   of their global IR objectives.
                                                                                       For DR clients, our services encompass
The depositary is a key partner                                                        information, support and counsel
for the issuer, both in establishing        Investor Relations
                                                                                       to major global issuers, as well as
a DR program and in developing              Citi Depositary Receipt Services’ IR
                                                                                       access to broad broker and investor
and administering the program on            Advisory team develops a tailor-made
                                                                                       audiences. Citi’s network is composed
an ongoing basis. The role of the           approach for each individual client,
                                                                                       of salespeople and sales traders around
depositary includes advising on DR          taking into account the unique situation
                                                                                       the world, and is one of the largest
facility structure, and coordinating        of every company and their specific
                                                                                       institutional networks for DRs. We
with lawyers and investment bankers         IR objectives. Strongly focused on the
                                                                                       assist clients in accessing a diverse
to ensure that all implementation           training and educational needs of our
                                                                                       range of investors, including many of
steps are completed. The critical           clients, we constantly look for ways to
                                                                                       the largest global portfolio managers,
roles of the depositary include issuing     provide clients with the knowledge base
                                                                                       wealth management advisory firms,
DRs and providing ongoing account           to build a state-of-the-art IR program.
                                                                                       Separately Managed Accounts
management and IR support to                                                           (SMA) portfolios and specialized
the issuer.                                 Throughout the year, we conduct
                                                                                       hedge funds. Our local presence in
                                            roundtables and other training sessions
                                                                                       many markets is unmatched by any
A crucial consideration for the issuer      across EMEA, Asia and Latin America,
                                                                                       other depositary and we facilitate
in selecting its depositary is the          in person as well as virtual. We also
                                                                                       exceptional liquidity for our programs
depositary’s experience and offerings       offer IR/DR seminars in London and
                                                                                       via our global distribution network.
of value-added services, which should       New York. For clients who are new to IR,
complement the company’s IR effort.         we conduct individual training session.
                                                                                       Citi’s commitment to provide issuers
                                                                                       with access to a comprehensive suite
In support of a depositary receipt          Our highly competent IR Advisory
                                                                                       of value-added resources, including
program, Citi Depositary Receipt            team will use their expertise to assist
                                                                                       a combination of global reach and
Services provides issuers with access       issuers with all IR issues such as IR
                                                                                       local expertise, access to an industry-
to the following value-added resources:     website design and evaluation, message
                                                                                       leading global equity distribution
                                            development and presentation advice,
• G
   lobal sales and equity distribution                                                network and specialized global
                                            and assistance on non-deal road shows.
  network — provides access to large                                                   investor relation support, helped win
                                            We especially focus on helping our
  and mid-tier institutional investors.                                                key depositary bank mandates.
                                            clients to develop and maintain the
• D
   edicated Account Management             right ESG approach. Citi Depositary
                                                                                       For more information please
  team — enabling a single point of         Receipt Services’ IR counsel also will
                                                                                       visit www.citi.com/dr.
  contact for comprehensive support.        assist issuers in identifying, targeting
                                            and accessing new investors, thus
• S
   pecialized Structuring and
                                            supporting their goal to achieve
  Implementation team — oversees the
                                            greater liquidity in their DR program.
  efficient execution of transactions.
15

About Citi
Citi, the leading global bank, has approximately 200 million customer
accounts and does business in more than 160 countries and jurisdictions.
Citi provides consumers, corporations, governments and institutions with
a broad range of financial products and services, including consumer
banking and credit, corporate and investment banking, securities
brokerage, transaction services, and wealth management.
Issuer Services
https://www.citi.com/icg/bcma/issuer-services/
© 2021 Citibank, N.A. All rights reserved. Citi and Arc Design is a registered service mark of Citigroup Inc. The above
information is being provided solely for information purposes by Citi. At the time of publication, this information was
believed to be accurate, but Citi makes no representation or warranty as to correctness of the information set forth
above. The above information does not constitute a recommendation, solicitation or offer by Citi for the purchase or sale
of any securities, nor shall this material be construed in any way as investment or legal advice or a recommendation,
reference or endorsement by Citi.
Certain GDR facilities have not been registered under the Securities Act of 1933 (“the Securities Act”). Neither these
GDRs nor the underlying securities may be resold unless registered under the Securities Act or pursuant to an exemption
from registration thereunder. These GDRs may only be issued or sold to certain investors upon the provision of
appropriate certifications and representations. Do not pass on any information with respect to the GDRs to prospective
investors unless you have established that they are eligible holders of such GDRs. Nothing contained herein shall be
deemed to be an offer to sell, or a solicitation of an offer to buy, any such ADRs, GDRs or underlying securities.
2021325   05/21
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